SECURED SUPER-PRIORITY DEBTOR IN POSSESSION REVOLVING CREDIT AGREEMENT

EX-10.1 3 dex101.htm SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT AGREEMENT Secured Super-Priority Debtor-In-Possession Revolving Credit Agreement

EXHIBIT 10.1

EXECUTION COPY

SECURED SUPER-PRIORITY DEBTOR IN POSSESSION

REVOLVING CREDIT AGREEMENT

Dated as of March 19, 2003

between

DIRECTV LATIN AMERICA, LLC

A DEBTOR AND DEBTOR IN POSSESSION

Borrower

and

HUGHES ELECTRONICS CORPORATION

Lender

SECURED SUPER-PRIORITY DEBTOR IN POSSESSION REVOLVING CREDIT AGREEMENT, dated as of March 19, 2003, between DIRECTV Latin America, LLC, a Delaware limited liability company and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below), as Borrower (the “Borrower”), and Hughes Electronics Corporation, as Lender (together with each other financial institution or other entity that from time to time becomes a party hereto by execution of an Assignment and Acceptance (as defined below), the “Lender”).

W I T N E S S E T H :

WHEREAS, on March 18, 2003 (the “Petition Date”), the Borrower filed a voluntary petition for relief (the “Case”) under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

WHEREAS, the Borrower is continuing to operate its business and manage its properties as a debtor in possession under Sections 1107 and 1108 of the Bankruptcy Code;

WHEREAS, the Borrower has requested that the Lender provide a secured super-priority revolving credit facility of up to $300,000,000 in order to fund the continued operation of the Borrower’s business as a debtor and debtor in possession under the Bankruptcy Code;

WHEREAS, the Lender is willing to make available to the Borrower such post-petition loans and other extensions of credit upon the terms and subject to the conditions set forth herein; and

WHEREAS, the Borrower has agreed to secure its obligations to the Lender hereunder with, inter alia, security interests in, and liens on, all of its property and assets, whether real or personal, tangible or intangible, now existing or hereafter acquired or arising, all as more fully provided herein.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

SECTION 1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Additional Pledged Collateral” means all shares of, limited or general Partnership interests in, LLC interests in and all securities convertible into, and warrants, options and other rights to purchase or otherwise acquire, stock of, either (a) any Person that, after the date of this Agreement, as a result of any occurrence, becomes a direct Subsidiary of the Grantor or (b) any issuer of Pledged Stock; any Partnership or any LLC that is acquired by the Grantor after the date hereof; all certificates or other instruments representing any of the foregoing; all Security Entitlements of the Grantor in respect of any of the foregoing; all additional

Indebtedness from time to time owed to the Grantor by any obligor on the Pledged Notes and the instruments evidencing such Indebtedness; and all interest, cash, instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing. Additional Pledged Collateral may be General Intangibles or Investment Property.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or that is controlled by or is under common control with such Person, each officer, director or general partner of such Person, and each Person that is the beneficial owner of 10% or more of any class of Voting Stock of such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Secured Super-Priority Debtor In Possession Revolving Credit Agreement.

“Applicable Margin” means a rate equal to 3.00% per annum.

“Asset Sale” has the meaning specified in Section 8.4 (Sale of Assets).

“Assignment and Acceptance” means an assignment and acceptance entered into by the Lender and an Eligible Assignee or by an Eligible Assignee with another Eligible Assignee, in substantially the form of Exhibit A (Form of Assignment and Acceptance).

“Available Credit” means, at any time, (a) the Revolving Credit Commitment minus (b) the Revolving Credit Outstandings at such time.

“Bankruptcy Code” means title 11, United States Code, as amended from time to time, or any subsequent legislation that amends, supplements or supercedes such statute.

“Bankruptcy Court” has the meaning specified in the recitals to this Agreement; provided, however, that “Bankruptcy Court” shall also mean any other court having competent jurisdiction over the Case.

“Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal at all times to the higher of the following:

(a) the rate of interest announced publicly by Bank of America, N.A. in San Francisco, California from time to time as its “reference rate”; and

(b) 0.5% per annum plus the Federal Funds Rate.

“Borrower” has the meaning specified in the preamble of this Agreement.

“Borrower’s Accountants” means Deloitte & Touche LLP or other independent nationally-recognized public accountants reasonably acceptable to the Lender.

“Borrowing” means a borrowing consisting of Revolving Loans.

“Budget” means the forecast delivered to the Lender on or prior to the Closing Date, as supplemented as provided in Section 6.1(c) (Budget), detailing the Borrower’s anticipated income statement and cash flow statement on a monthly basis, each on a non-Consolidated basis for the Borrower and a Consolidated basis for the Borrower and its Subsidiaries, together with a written set of assumptions supporting such statements, for the period commencing on March 1, 2003 and ending on February 28, 2004 and setting forth the anticipated uses of the Revolving Credit Commitments on a monthly basis, reasonably satisfactory in form and substance to the Lender.

“Business Day” means a day of the year on which banks are not required or authorized to close in either New York, New York or San Francisco, California.

“Business Plan” means a business plan of the Borrower and its Subsidiaries, approved by the Executive Committee of the Borrower and delivered to the Lender on or prior to the Closing Date, which shall contain the Borrower’s anticipated income statement and cash flow statement, each on a non-Consolidated basis for the Borrower and a Consolidated basis for the Borrower and its Subsidiaries, together with a written set of assumptions supporting such statements, for the period commencing on January 1, 2004 and ending on December 31, 2005, reasonably satisfactory in form and substance to the Lender.

“Capital Expenditures” means, for any period, the aggregate of all expenditures paid in cash by the Borrower during such period for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of the Borrower and its Subsidiaries.

“Capital Lease” means, with respect to any Person, any lease of property by such Person as lessee which would be accounted for as a capital lease on a balance sheet of such Person prepared in conformity with GAAP.

“Capital Lease Obligations” means, with respect to any Person, the capitalized amount of all Consolidated obligations of such Person or any of its Subsidiaries under Capital Leases.

“Carve-Out” means claims of the following parties for the following amounts: (a) the unpaid fees of the U.S. Trustee or the Clerk of the Bankruptcy Court pursuant to 28 U.S.C. § 1930(a) and (b) the aggregate allowed unpaid fees and expenses payable under Sections 330 and 331 of the Bankruptcy Code to professional persons (“Estate Professionals”) retained pursuant to an order of the Bankruptcy Court by the Borrower or any Committee not to exceed $1,000,000 in the aggregate; provided, however, that the Carve-Out shall not include, apply to or be available for (i) any fees or expenses payable to Estate Professionals retained in a subsequent case under chapter 7 of the Bankruptcy Code as a result of a conversion pursuant to section 1112 of the Bankruptcy Code or (ii) any fees or expenses incurred by any party, including the Borrower or any Committee, in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Lender or the Issuer, including challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset to, the Obligations, the security interests and Liens of the Secured Parties in respect thereof, the Prepetition Hughes Financing Documents or the Prepetition Hughes Indebtedness; and provided, further, that as long as no Default or Event of Default shall occur and be continuing, the Borrower shall be permitted to pay compensation and

reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be due and payable, and the same shall not reduce the Carve-Out; and provided, further, that in the event of any inconsistency in the definition of “Carve-Out” between the provisions of this Agreement and the Orders, the provisions of the Orders shall govern.

“Case” has the meaning specified in the recitals hereto.

“Cash Collateral Account” means any Deposit Account or Securities Account established by the Lender in which cash and/or Cash Equivalents may from time to time be on deposit or held therein as provided herein.

“Cash Equivalents” means (a) securities issued or fully guaranteed or insured by the United States government or any agency thereof, (b) certificates of deposit, eurodollar time deposits, overnight bank deposits and bankers’ acceptances of any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies (fully protected against currency fluctuations) that, at the time of acquisition, are rated at least “A-1” by S&P or “P-1” by Moody’s, (c) commercial paper of an issuer rated at least “A-1” by S&P or “P 1” by Moody’s and (d) shares of any money market fund that (i) has net assets of not less than $500,000,000 and (ii) is rated at least “A-1” by S&P or “P-1” by Moody’s; provided, however, that the maturities of all obligations of the type specified in clauses (a), (b) and (c) above shall not exceed 180 days.

“Claim” has the meaning ascribed to such term in clause (5) of section 101 of the Bankruptcy Code.

“Closing Date” means the first date on which any Loan is made or any Letter of Credit is Issued.

“Code” means the Internal Revenue Code of 1986.

“Collateral” has the meaning specified in Section 10.1 (Security).

“Collateral Documents” means, collectively, this Agreement, the Orders and any other documents which from time to time create or evidence a Lien as security for any Obligations.

“Committee” means any statutory committee approved in the Case pursuant to Section 1102 of the Bankruptcy Code.

“Compliance Certificate” has the meaning specified in Section 6.1(b) (Financial Statements).

“Consolidated” means, with respect to any Person, the consolidation of accounts of such Person and its Subsidiaries in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the Consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Constituent Documents” means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by laws, operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election and duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock.

“Contractual Obligation” of any Person means any obligation, agreement, undertaking or similar provision of any Security issued by such Person or of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (excluding a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“Copyrights” means (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof (whether registered or unregistered and whether published or unpublished), all registrations and recordings thereof and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any foreign counterparts thereof and (b) the right to obtain all renewals thereof.

“Copyright Licenses” means any written agreement naming the Grantor as licensor or licensee granting any right under any Copyright, including the grant of rights to copy, publicly perform, create derivative works, manufacture, distribute, exploit and sell materials derived from any Copyright.

“Customary Permitted Liens” means, with respect to any Person, any of the following Liens:

(a) Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other liens imposed by law created in the ordinary course of business for amounts not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(c) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds;

(d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(e) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property; and

(f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business.

“Debt Issuance” means the issue or sale by the Borrower of any Indebtedness for borrowed money, other than Indebtedness permitted under Section 8.1 (Indebtedness).

“Default” means any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Disqualified Stock” means with respect to any Person, any Stock that, by its terms (or by the terms of any Security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is exchangeable for Indebtedness of such Person or is redeemable at the option of the holder thereof, in whole or in part.

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary of the Borrower organized under the laws of any state of the United States of America or the District of Columbia.

“EBITDA” means, with respect to the Borrower and its Subsidiaries for any period, Operating Profit/Loss for such period plus the sum of, in each case to the extent included in the calculation of such Operating Profit/Loss but without duplication, (i) depreciation and amortization expenses, (ii) non-recurring and one time costs incurred not in connection with the Case, (iii) items of income, expense, gain or loss that are realized or incurred by the Borrower in connection with the Case and (iv) any non-cash impairment loss of goodwill, long-lived assets or other intangibles required to be taken pursuant to Statement of Financial Accounting Standards Numbers 142 and/or 144 or, if superceded, any successor pronouncements.

“Eligible Assignee” means (a) any Affiliate of the Lender, (b) a commercial bank having total assets in excess of $5,000,000,000, (c) a finance company, insurance company or any other financial institution or fund, in each case reasonably acceptable to the Lender and regularly engaged in making, purchasing or investing in loans and having a net worth, determined in accordance with GAAP, in excess of $250,000,000 (or, to the extent net worth is less than such amount, a finance company, insurance company, other financial institution or fund, reasonably acceptable to the Lender and the Borrower) or (d) a savings and loan association or savings bank organized under the laws of the United States or any State thereof having a net worth, determined in accordance with GAAP, in excess of $250,000,000.

“Environmental Laws” means all applicable Requirements of Law now or hereafter in effect and as amended or supplemented from time to time, relating to pollution or the regulation and protection of human health, safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.); the Hazardous Material Transportation Act, as amended (49

U.S.C. § 1801 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et seq.); the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); the Toxic Substance Control Act, as amended (42 U.S.C. § 7401 et seq.); the Clean Air Act, as amended (42 U.S.C. § 740 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe Drinking Water Act, as amended (42 U.S.C. § 300f et seq.); and each of their state and local counterparts or equivalents and any transfer of ownership notification or approval statute, including the Industrial Site Recovery Act (N.J. Stat. Ann. § 13:1K-6 et seq.).

“Equity Issuance” means the issue or sale of any Stock of the Borrower or any Subsidiary of the Borrower by the Borrower or any Subsidiary of the Borrower to any Person other than the Borrower or any Subsidiary of the Borrower.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control, or treated as a single employer, with the Borrower or any of its Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means, other than the commencement of the Case, (a) a reportable event described in Section 4043(b) or Section 4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to a Title IV Plan or a Multiemployer Plan, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC or administrative pronouncements, (b) the withdrawal of the Borrower, any of its Subsidiaries or any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of the Borrower, any of its Subsidiaries or any ERISA Affiliate from any Multiemployer Plan, (d) notice of reorganization or insolvency of a Multiemployer Plan, (e) the filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to a Title IV Plan or Multiemployer Plan that gives rise to the imposition of a lien under Section 412 of the Code or Section 302 of ERISA on the Borrower or any of its Subsidiaries or any ERISA Affiliate or (h) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA.

“Event of Default” has the meaning specified in Section 9.1 (Events of Default).

“Facility” means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans and Letters of Credit.

“Fair Market Value” means (a) with respect to any asset or group of assets (other than a marketable Security) at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as reasonably determined by the Executive Committee of the Borrower, or, if such asset shall have been the subject of a relatively contemporaneous appraisal

by an independent third party appraiser, the basic assumptions underlying which have not materially changed since its date, the value set forth in such appraisal and (b) with respect to any marketable Security at any date, the closing sale price of such Security on the Business Day next preceding such date, as appearing in any published list of any national securities exchange or the NASDAQ Stock Market or, if there is no such closing sale price of such Security, the final price for the purchase of such Security at face value quoted on such Business Day by a financial institution of recognized standing regularly dealing in Securities of such type and is selected by the Lender.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Lender from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System or any successor thereto.

“Final Order” means an order of the Bankruptcy Court pursuant to Section 364 of the Bankruptcy Code, in form and substance satisfactory to the Lender, approving this Agreement and the other Loan Documents, authorizing the incurrence by the Borrower of permanent post-petition secured and super-priority Indebtedness in accordance with this Agreement, as to which no stay has been entered that has not been reversed, modified, vacated or overturned without the written consent of the Lender.

“Financial Statements” means the financial statements of the Borrower and its Subsidiaries delivered in accordance with Section 4.4 (Financial Statements) and Section 6.1 (Financial Statements).

“First Day Orders” means all orders entered by the Bankruptcy Court on the Petition Date or within five Business Days of the Petition Date or based on motions filed on the Petition Date.

“Fiscal Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31.

“Fiscal Year” means the twelve-month period ending on December 31.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances as of the date of determination.

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any central bank.

“Grantor” means the Borrower.

“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring the Guaranty Obligation is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another Person, (iii) to make take or pay or similar payments, if required, regardless of non performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement described under clause (b)(i), (ii), (iii), (iv) above the primary purpose or intent thereof is to provide assurance that Indebtedness of another Person will be paid or discharged, that any agreement relating thereto will be complied with or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported.

“Hedging Contracts” means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements, and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices.

“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments or that bear interest, (c) all reimbursement and all obligations with respect to letters of credit, bankers’ acceptances, surety bonds and performance bonds, whether or not matured, (d) all indebtedness for the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business that are not overdue, (e) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all Capital Lease Obligations of such Person and the present value of future rental payments under all synthetic leases, (g) all Guaranty Obligations of such Person, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise

acquire for value any Stock or Stock Equivalents of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends, (i) all payments that such Person would have to make in the event of an early termination on the date Indebtedness of such Person is being determined in respect of Hedging Contracts of such Person (after giving effect to netting), (j) all obligations of such Person under performance guarantees, minimum revenue guarantees, purchase commitment guarantees and similar arrangements with suppliers and programmers and (k) all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including Accounts and General Intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

“Indemnified Matter” has the meaning specified in Section 11.4 (Indemnities).

“Indemnitee” has the meaning specified in Section 11.4 (Indemnities).

“Intellectual Property” means, collectively, all rights, priorities and privileges of the Grantor relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses and trade secrets, in each case together with all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Interest Expense” means, for any Person for any period, (a) Consolidated total interest expense of such Person and its Subsidiaries for such period and including, in any event, interest capitalized during construction for such period and net costs under Interest Rate Contracts for such period minus (b) Consolidated net gains of such Person and its Subsidiaries under Interest Rate Contracts for such period and minus (c) any Consolidated interest income of such Person and its Subsidiaries for such period.

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Interim Order” means that certain order issued by the Bankruptcy Court in substantially the form of Exhibit G (Form of Interim Order) and otherwise in form and substance satisfactory to the Lender.

“Internal Revenue Code” means the Internal Revenue Code of 1986 (or any successor legislation thereto), as amended from time to time.

“Investment” means, with respect to any Person, (a) any purchase or other acquisition by such Person of (i) any Security issued by, (ii) a beneficial interest in any Security issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by such Person of all or a significant part of the assets of a business conducted by any other Person, or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, (c) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items made or incurred in the ordinary course of business as presently conducted) or capital contribution by such Person to any other Person, including all Indebtedness of any other Person to such Person arising from a sale of property by such Person other than in the ordinary

course of its business and (d) any Guaranty Obligation incurred by such Person in respect of Indebtedness of any other Person.

“IRS” means the Internal Revenue Service of the United States or any successor thereto.

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiry of, renew or increase the maximum face amount (including by deleting or reducing any scheduled decrease in such maximum face amount) of, such Letter of Credit. The terms “Issued” and “Issuance” shall have a corresponding meaning.

“Issuer” means Bank of America, N.A., or such other issuer as is designated by the Lender in its sole discretion.

“Land” means, in respect to any Person, all of those plots, pieces or parcels of land now owned, leased or hereafter acquired or leased or purported to be owned, leased or hereafter acquired or leased (including, in respect of the Borrower, as reflected in the most recent Financial Statements) by such Person.

“Leases” means, with respect to any Person, all of those leasehold estates in real property of such Person, as lessee, as such may be amended, supplemented or otherwise modified from time to time.

“Lender” has the meaning specified in the preamble of this Agreement.

“Letter of Credit” means any letter of credit issued or deemed issued pursuant to Section 2.3 (Letters of Credit).

“Letter of Credit Obligations” means, at any time, the aggregate of all liabilities at such time of the Borrower to the Lender with respect to Letters of Credit, whether or not any such liability is contingent, including, without duplication, the sum of (a) the Reimbursement Obligations at such time and (b) the Letter of Credit Undrawn Amounts at such time.

“Letter of Credit Request” has the meaning specified in Section 2.3(c) (Letters of Credit).

“Letter of Credit Undrawn Amounts” means, at any time, the aggregate undrawn face amount of all Letters of Credit outstanding at such time.

“Letter of Credit Sublimit” means $10,000,000.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, lien (statutory or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment of any Indebtedness or the performance of any other obligation, including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease and any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction naming the owner of the asset to which such Lien relates as debtor.

“LLC” means each limited liability company in which the Grantor has an interest.

“LLC Agreement” means each operating agreement with respect to an LLC, as each agreement has heretofore been and may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Loan” means any loan made by the Lender pursuant to this Agreement.

“Loan Documents” means, collectively, this Agreement, the Revolving Credit Notes (if any), the Collateral Documents and each certificate, agreement or document executed by the Borrower and delivered to the Lender in connection with or pursuant to any of the foregoing.

“Material Adverse Change” means a material adverse change in any of (a) the condition (financial or otherwise), business, performance, prospects, operations or properties of the Borrower, individually, or the Borrower and its Subsidiaries, taken as a whole, (b) the legality, validity or enforceability of any Loan Document, (c) the perfection or priority of the Liens granted pursuant to the Collateral Documents, (d) the ability of the Borrower to repay the Obligations or of the Borrower to perform its obligations under the Loan Documents or (e) the rights and remedies of the Lender under the Loan Documents.

“Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a Material Adverse Change.

“Material Intellectual Property” means Intellectual Property owned by or licensed to the Grantor that is material to its business.

“Moody’s” means Moody’s Investor Services, Inc.

“Mortgages” means the mortgages, deeds of trust or other real estate security documents made or required herein to be made by the Borrower, each in form and substance satisfactory to the Lender.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower, any of its Subsidiaries or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Net Cash Proceeds” means proceeds received by the Borrower or any of its Subsidiaries after the Closing Date in cash or Cash Equivalents from any (a) Asset Sale, other than an Asset Sale permitted under Section 8.4 (Sale of Assets) (it being understood that each Asset Sale permitted under Section 8.4 (Sale of Assets) shall have $0 Net Cash Proceeds), net of (i) the reasonable cash costs of sale, assignment or other disposition, (ii) taxes paid or reasonably estimated to be payable as a result thereof, (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations) secured by a perfected and unavoidable lien on the assets subject to such Asset Sale and (iv) any cash reserves required to be maintained for liabilities associated with such Asset Sale (provided that such cash reserves shall become Net Cash Proceeds when no longer required to be held as reserves); provided, however, that evidence of each of clauses (i), (ii), (iii) and (iv) above is provided to the Lender in form and substance reasonably satisfactory to it, (b) Property Loss Event net of (i) reasonable costs and expenses associated with settling any claim with respect to such Property Loss Event, (ii) taxes paid or

payable as a result thereof, (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations) secured by a perfected and unavoidable Lien on the assets subject to such Property Loss Event and (iv) amounts applied to the replacement of the asset subject to such Property Loss Event with another asset performing the same or a similar function within 180 days of receipt of such proceeds (it being understood that no such proceeds shall constitute Net Cash Proceeds until such 180-day period shall have lapsed); provided, however, that evidence of each of clauses (i), (ii), (iii) and (iv) above is provided to the Lender in form and substance reasonably satisfactory to it or (c) Equity Issuance or Debt Issuance, net of brokers’ and advisors’ fees and other costs incurred in connection with such transaction; provided, however, that in the case of this clause (c), evidence of such costs is provided to the Lender in form and substance reasonably satisfactory to it.

“Non-Stayed Order” means an order of the Bankruptcy Court that is in full force and effect, as to which no stay has been entered and that has not been reversed, modified, vacated or overturned.

“Non-U.S. Lender” means any Lender that is not a United States person as defined in Section 7701(a)(30) of the Code.

“Notice of Borrowing” has the meaning specified in Section 2.2(a) (Borrowing Procedures).

“Obligations” means the Loans, the Letter of Credit Obligations and all other amounts, obligations, covenants and duties owing by the Borrower to the Lender, any Affiliate of the Lender (other than the Borrower and its Subsidiaries) or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under this Agreement, or any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all letters of credit, fees, interest, charges, expenses, attorneys’ fees and disbursements, and other sums chargeable to the Borrower under this Agreement, any other Loan Document and all obligations of the Borrower under any Loan Document to provide cash collateral for Letter of Credit Obligations.

“Operating Profit/Loss” means with respect to the Borrower and its Subsidiaries for any period, Revenue less operating costs and expenses.

“Orders” means the Interim Order and the Final Order, as applicable.

“Other Taxes” has the meaning specified in Section 2.12(b) (Taxes).

“Partnership” means each partnership in which the Grantor has an interest.

“Partnership Agreement” means each agreement governing a Partnership, as each such agreement has heretofore been and may hereafter be amended, supplemented or otherwise modified from time to time.

“Patent License” means all agreements, whether written or oral, providing for the grant by or to the Grantor or any of its Subsidiaries of any right to manufacture, use, import, sell or offer for sale any invention covered in whole or in part by a Patent.

“Patents” means (a) all letters patent of the United States, any other country or any political subdivision thereof and all reissues and extensions thereof, (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof and (c) all rights to obtain any reissues or extensions of the foregoing.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permit” means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under an applicable Requirement of Law.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, estate, trust, limited liability company, unincorporated association, joint venture or other entity, or a Governmental Authority.

“Petition Date” has the meaning specified in the recitals to this Agreement.

“Pledge Amendment” has the meaning specified in Section 10.4(g)(i) (Covenants of the Borrower with Respect to Collateral).

“Pledged Collateral” means, collectively, the Pledged Notes, the Pledged Stock, the Pledged Partnership Interests, the Pledged LLC Interests, any other Investment Property of the Grantor, all certificates or other instruments representing any of the foregoing, all Security Entitlements of the Grantor in respect of any of the foregoing, all dividends, interest, distributions, cash, warrants, rights, instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing. Pledged Collateral may be General Intangibles or Investment Property.

“Pledged LLC Interests” means all right, title and interest of the Grantor as a member of any LLC and all right, title and interest of the Grantor in, to and under any LLC Agreement to which it is a party.

“Pledged Notes” means all right, title and interest of the Grantor, in the Instruments evidencing all Indebtedness owed to the Grantor, including all Indebtedness described on Schedule 4.19 (Pledged Collateral), issued by the obligors named therein, and all interest, cash, Instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

“Pledged Partnership Interests” means all right, title and interest of the Grantor as a limited or general partner in all Partnerships and all right, title and interest of the Grantor in, to and under any Partnership Agreements to which it is a party.

“Pledged Stock” means the shares of capital stock owned by the Grantor, including all shares of capital stock listed on Schedule 4.19 (Pledged Collateral); provided, however, that only the outstanding capital stock of a Subsidiary that is not a Domestic Subsidiary

possessing up to but not exceeding 65% of the voting power of all classes of capital stock of such controlled foreign corporation entitled to vote shall be deemed to be pledged hereunder.

“Prepetition Hughes Financing Documents” has the meaning given such term in the Interim Order.

“Prepetition Hughes Indebtedness” has the meaning given such term in the Interim Order.

“Property Loss Event” means (a) any loss of or damage to property of the Borrower or any of its Subsidiaries that results in the receipt by such Person of proceeds of insurance in excess of $100,000 (individually or in the aggregate) or (b) any taking of property of the Borrower or any of its Subsidiaries that results in the receipt by such Person of a compensation payment in respect thereof in excess of $100,000 (individually or in the aggregate).

“Protective Advances” means all expenses, disbursements and advances incurred by the Lender pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default which the Lender, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Obligations.

“Real Property” means, in respect of any Person, the Land of such Person, together with the right, title and interest of such Person, if any, in and to the streets, the Land lying in the bed of any streets, roads or avenues, opened or proposed, in front of, the air space and development rights pertaining to, the Land and the right to use such air space and development rights, all rights of way, privileges, liberties, tenements, hereditaments and appurtenances belonging or in any way appertaining thereto, all fixtures, all easements now or hereafter benefiting the Land and all royalties and rights appertaining to the use and enjoyment of the Land, including all alley, vault, drainage, mineral, water, oil and gas rights, together with all of the buildings and other improvements now or hereafter erected on the Land, and any fixtures appurtenant thereto.

“Register” has the meaning specified in Section 11.2(c) (Assignments).

“Reimbursement Date” has the meaning specified in Section 2.3(d) (Letters of Credit).

“Reimbursement Obligations” means all matured reimbursement or repayment obligations of the Borrower to the Lender with respect to amounts drawn under Letters of Credit.

“Reorganization Plan” means a Chapter 11 plan of reorganization in the Case.

“Requirement of Law” means, with respect to any Person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, with respect to any Person, the Chairman, President, chief financial officer, any Executive Vice President or any Senior Vice President of such Person.

“Restricted Payment” means (a) any dividend, distribution, or any other payment, whether direct or indirect, on account of any Stock or Stock Equivalents of the Borrower or any of its Subsidiaries now or hereafter outstanding and (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or Stock Equivalents of the Borrower or any of its Subsidiaries now or hereafter outstanding.

“Revenue” means with respect to the Borrower and its Subsidiaries for any period, the aggregate gross revenues earned during such period.

“Revolving Credit Borrowing” means Revolving Loans made on the same day by the Lender according to its Revolving Credit Commitments.

“Revolving Credit Commitment” means the commitment of the Lender to make Revolving Loans in the aggregate principal amount outstanding not to exceed $300,000,000, as amended to reflect each Assignment and Acceptance executed by the Lender and as such amount may be reduced pursuant to this Agreement.

“Revolving Credit Note” means a promissory note of the Borrower payable to the order of the Lender in a principal amount equal to the amount of the Lender’s Revolving Credit Commitment evidencing the aggregate Indebtedness of the Borrower to the Lender resulting from the Revolving Loans owing to the Lender.

“Revolving Credit Outstandings” means, at any particular time, the sum of (a) the principal amount of the Revolving Loans outstanding at such time, and (b) the Letter of Credit Obligations outstanding at such time.

“Revolving Credit Termination Date” shall mean the earliest of (a) the Scheduled Termination Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.4 (Reduction and Termination of the Revolving Credit Commitments), (c) the date on which the Obligations become due and payable pursuant to Section 9.2 (Remedies) and (d) the effective date of a Reorganization Plan.

“Revolving Loan” has the meaning specified in Section 2.1 (The Revolving Credit Commitments).

“S&P” means Standard & Poor’s Rating Services.

“Scheduled Termination Date” means February 29, 2004.

“SEC” means the U.S. Securities and Exchange Commission or any successor thereto.

“Secured Parties” means the Lender and any other holder of any Obligation.

“Security” means any Stock, Stock Equivalent, voting trust certificate, bond, debenture, note or other evidence of Indebtedness, whether secured, unsecured, convertible or subordinated, or any certificate or interest, share or participation in, any temporary or interim certificate for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing, but shall not include any evidence of the Obligations.

“Stock” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which an aggregate of 50% or more of the outstanding Voting Stock is, at the time, directly or indirectly, owned or controlled by such Person or one or more Subsidiaries of such Person.

“Taxes” has the meaning specified in Section 2.12(a) (Taxes).

“Title IV Plan” means a pension plan, other than a Multiemployer Plan, covered by Title IV of ERISA and to which the Borrower, any of its Subsidiaries or any ERISA Affiliate has any obligation or liability (contingent or otherwise).

“Trademark License” means any agreement, whether written or oral, providing for the grant by or to the Grantor of any right to use any Trademark.

“Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, in each case now existing or hereafter adopted or acquired and together with all goodwill associated therewith, all registrations and recordings thereof, all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or political subdivision thereof or otherwise and, in each case, all common-law rights related thereto and (b) the right to obtain all renewals thereof.

“UCC” means, at any time, the Uniform Commercial Code as from time to time in effect in the State of New York at such time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Lender’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions, regardless of whether the same would be so shown.

“Unfunded Pension Liability” means, with respect to the Borrower or any of its Subsidiaries at any time, the sum of (a) the amount, if any, by which the present value of all accrued benefits under each Title IV Plan (other than any Title IV Plan subject to Section 4063 of ERISA) exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, as determined as of the most recent valuation date for such Title IV Plan using the actuarial assumptions in effect under such Title IV Plan, (b) the aggregate amount of withdrawal liability that could be assessed under Section 4063 with respect to each Title IV Plan subject to such section, separately calculated for each such Title IV Plan as of its most recent valuation date and (c) for a period of five years following a transaction reasonably

likely to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by the Borrower, any of its Subsidiaries or any ERISA Affiliate as a result of such transaction.

“U.S. Trustee” means the United States Trustee for the District of Delaware.

“Vehicles” means all vehicles covered by a certificate of title law of any state.

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

“Wholly-Owned Subsidiary” of any Person means any Subsidiary of such Person, all of the Stock of which (other than director’s qualifying shares, as may be required by law) is owned by such Person, either directly or indirectly through one or more Wholly-Owned Subsidiaries of such Person.

“Withdrawal Liability” means, with respect to the Borrower or any of its Subsidiaries at any time, the aggregate liability incurred (whether or not assessed) with respect to all Multiemployer Plans pursuant to Section 4201 of ERISA or for increases in contributions required to be made pursuant to Section 4243 of ERISA.

SECTION 1.2 Computation of Time Periods

In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

SECTION 1.3 Accounting Terms and Principles

(a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

(b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or Article VIII (Negative Covenants) had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial

Covenants) or Article VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP.

SECTION 1.4 Certain Terms

(a) The terms “herein,” “hereof”, “hereto” and “hereunder” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement.

(b) Unless otherwise expressly indicated herein, (i) references in this Agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in this Agreement and (ii) the words “above” and “below”, when following a reference to a clause or a sub-clause of any Loan Document, refer to a clause or sub-clause within, respectively, the same Section or clause.

(c) Where the context requires, provisions relating to the Collateral or any part thereof, when used in relation to the Grantor, shall refer to the Grantor’s Collateral or the relevant part thereof.

(d) Each agreement defined in this Article I shall include all appendices, exhibits and schedules thereto. Unless the prior written consent of the Lender is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is not obtained, references in this Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or modified.

(e) References in this Agreement to any statute shall be to such statute as amended or modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative.

(f) The term “including” when used in any Loan Document means “including without limitation”, except when used in the computation of time periods.

(g) The terms “Lender,” and “Issuer” include, without limitation, their respective successors.

(h) Terms not otherwise defined herein and defined in the UCC are used herein with the meanings specified in the UCC, including the following which are capitalized herein:

“Account Debtor”

“Accounts”

“Chattel Paper”

“Commercial Tort Claim”

“Commodity Account”

“Commodity Intermediary”

“Contracts”

“Deposit Account”

“Documents”

“Entitlement Holder”

“Equipment”

“Financial Asset”

“General Intangibles”

“Instruments”

“Inventory”

“Investment Property”

“Letter of Credit Right”

“Proceeds”

“Securities Account”

“Securities Intermediary”

“Security Entitlement”

ARTICLE II

THE FACILITY

SECTION 2.1 The Revolving Credit Commitments

On the terms and subject to the conditions contained in this Agreement, the Lender agrees to make loans (each a “Revolving Loan”) in Dollars to the Borrower from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by the Lender not to exceed the Lender’s Revolving Credit Commitment; provided, however, that at no time shall the Lender be obligated to make a Revolving Loan in excess of the Available Credit; provided, further, that prior to the date of entry of the Final Order, the Lender’s Revolving Credit Commitment shall be $30,000,000. Within the limits of the Revolving Credit Commitment of the Lender, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1.

SECTION 2.2 Borrowing Procedures

(a) Each Borrowing shall be made on notice given by the Borrower to the Lender not later than 2:00 p.m. (California time) three Business Days (or such lesser period requested by the Borrower and acceptable to the Lender in its sole discretion) prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Revolving Credit Borrowing, and (B) the aggregate amount of such proposed Borrowing. Each Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.

(b) Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (i) on the Closing Date, of the applicable conditions set forth in Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit) and (ii) at any time (including the Closing Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), the Lender shall make such funds available to the Borrower.

SECTION 2.3 Letters of Credit

(a) On the terms and subject to the conditions contained in this Agreement, the Lender agrees to assist the Borrower in establishing or opening one or more Letters of Credit with an Issuer at the request of the Borrower from time to time on any Business Day during the period commencing on the Closing Date and ending on the earlier of the Revolving Credit Termination Date and 30 days prior to the Scheduled Termination Date; provided, however, that the Lender shall not be under any obligation to assist in the Issuance of any Letter of Credit upon the occurrence of any of the following:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuer from Issuing such Letter of Credit or any Requirement of Law applicable to the Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuer shall prohibit, or request that the Issuer refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuer is not otherwise compensated) not in effect on the date of this Agreement or result in any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuer as of the date of this Agreement and that the Issuer in good faith deems material to it;

(ii) after giving effect to the Issuance of such Letter of Credit, the aggregate Revolving Credit Outstandings at such time exceeds the Revolving Credit Commitment;

(iii) after giving effect to the Issuance of such Letter of Credit, the sum of (i) the Letter of Credit Undrawn Amounts at such time and (ii) the Reimbursement Obligations at such time exceeds the Letter of Credit Sublimit;

(iv) any fees due in connection with a requested Issuance have not been paid;

(v) such Letter of Credit is requested to be Issued in a form that is not acceptable to the Issuer or the Lender; or

(vi) such Letter of Credit is requested to be denominated in any currency other than Dollars.

The Lender shall not have any obligation to Issue any Letter of Credit.

(b) In no event shall the expiration date of any Letter of Credit (i) be more than one year after the date of issuance thereof or (ii) be less than seven days prior to the Scheduled Termination Date.

(c) In connection with the Issuance of each Letter of Credit, the Borrower shall give the Lender at least five Business Days’ prior written notice, in substantially the form of Exhibit D (Form of Letter of Credit Request) (or in such other written or electronic form as is acceptable to the Lender), of the requested Issuance of such Letter of Credit (a “Letter of Credit

Request”). Such notice shall be irrevocable and shall specify the face amount of the Letter of Credit requested, the date of Issuance of such requested Letter of Credit, the date on which such Letter of Credit is to expire (which date shall be a Business Day) and, in the case of an Issuance, the Person for whose benefit the requested Letter of Credit is to be issued. Such notice, to be effective, must be received by the Lender not later than 11:00 a.m. (California time) on the fifth Business Day prior to the requested Issuance of such Letter of Credit.

(d) The Borrower agrees to pay to the Lender the amount of all Reimbursement Obligations owing to the Lender in respect of any Letter of Credit no later than the date that is the next succeeding Business Day after the Borrower receives written notice from the Lender that payment has been made under such Letter of Credit (the “Reimbursement Date”), irrespective of any claim, set-off, defense or other right that the Borrower may have at any time against the Lender or any other Person. In the event that the Lender makes any payment under any Letter of Credit and the Borrower shall not have repaid such amount to the Lender pursuant to this clause (d) or any such payment by the Borrower is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed (i) from the date on which such Reimbursement Obligation arose to the Reimbursement Date, at the rate of interest applicable during such period to Revolving Loans and (ii) from the Reimbursement Date until the date of repayment in full, at the rate of interest applicable during such period to past due Revolving Loans.

(e) The Borrower’s obligation to pay each Reimbursement Obligation shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, including the occurrence of any Default or Event of Default, and irrespective of any of the following:

(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;

(iii) the existence of any claim, set-off, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, the Issuer, the Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and

(vi) any other act or omission to act or delay of any kind of the Issuer, the Lender or any other Person or any other event or circumstance whatsoever,

whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.3, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

Any action taken or omitted to be taken by the Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put the Lender under any resulting liability to the Borrower. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the Lender and the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit the Lender and the Issuer may rely exclusively on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of the Lender or the Issuer, as the case may be.

SECTION 2.4 Reduction and Termination of the Revolving Credit Commitments

(a) The Borrower may, upon at least three Business Days’ prior notice to the Lender, terminate in whole or reduce in part the unused portions of the Revolving Credit Commitments; provided, however, that each partial reduction shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.

(b) The then current Revolving Credit Commitments shall be reduced on each date on which a prepayment of Revolving Loans is made pursuant to Section 2.8 (Mandatory Prepayments) or would be required to be made had the outstanding Revolving Loans equaled the Revolving Credit Commitments then in effect, in each case in the amount of such prepayment (or deemed prepayment).

SECTION 2.5 Repayment of Loans

The Borrower promises to repay the entire unpaid principal amount of the Revolving Loans on the Scheduled Termination Date or earlier, if otherwise required by the terms hereof.

SECTION

2.6 Evidence of Debt

(a) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of the Borrower to the Lender resulting from each Loan of the Lender from time to time, including the amounts of principal and interest payable and paid to the Lender from time to time under this Agreement and the amount of any sum received

by the Lender hereunder from the Borrower, whether such sum constitutes principal or interest, fees, expenses or other amounts due under the Loan Documents.

(b) The entries made in the accounts maintained pursuant to clause (a) above shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.

(c) Notwithstanding any other provision of the Agreement, in the event that the Lender requests that the Borrower execute and deliver a promissory note payable to the Lender in order to evidence the Indebtedness owing to the Lender by the Borrower hereunder, the Borrower shall promptly execute and deliver a Revolving Credit Note to the Lender evidencing the Revolving Loans of the Lender, substantially in the form of Exhibit B (Form of Revolving Credit Note).

SECTION 2.7 Optional Prepayments

The Borrower may prepay the outstanding principal amount of the Revolving Loans in whole or in part; provided, however, that each partial prepayment shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.

SECTION 2.8 Mandatory Prepayments

(a) Upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising (i) from an Asset Sale, Property Loss Event, Equity Issuance or Debt Issuance, the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds. Any such mandatory prepayment shall be applied in accordance with clause (b) below.

(b) Any prepayments made by the Borrower required to be applied in accordance with this clause (b) shall be applied as follows: first, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and second, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. All repayments of Revolving Loans required to be made pursuant to this clause (b) shall result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.4(b) (Reduction and Termination of the Revolving Credit Commitments).

SECTION 2.9 Interest

(a) Rate of Interest. All Loans and the outstanding amount of all other Obligations shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable (or from such later date acceptable to the Lender in its sole discretion) until, in all cases, paid in full, except as otherwise provided in clause (c) below, at a

rate per annum equal to the sum of (i) the Base Rate as in effect from time to time and (ii) the Applicable Margin.

(b) Interest Payments. (i) Interest accrued on each Loan shall be payable in arrears (A) on the first Business Day of each calendar month, commencing on the first such day following the making of such Loan and (B) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Loan and (ii) interest accrued on the amount of all other Obligations shall be payable on demand from and after the time such Obligation becomes due and payable (whether by acceleration or otherwise).

(c) Default Interest. Notwithstanding the rates of interest specified in clause (a) above or elsewhere herein, effective immediately upon the occurrence of an Event of Default and for as long thereafter as such Event of Default shall be continuing, the principal balance of all Loans and the amount of all other Obligations then due and payable shall bear interest at a rate that is two percent per annum in excess of the rate of interest applicable to such Loans or other Obligations from time to time.

SECTION 2.10 Letter of Credit Fees

The Borrower agrees to pay the following amounts with respect to Letters of Credit arranged by the Lender:

(a) to the Lender, with respect to each Letter of Credit arranged by the Lender, an issuance fee equal to the amount paid by the Lender to the Issuer for such issuance, payable in arrears (i) on demand following the issuance of such Letter of Credit and (ii) on the Revolving Credit Termination Date; and

(b) to the Lender, the customary documentary and processing charges of the Issuer in accordance with the Issuer’s standard schedule for such charges in effect at such time with respect to the issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder.

SECTION 2.11 Payments and Computations

(a) The Borrower shall make each payment hereunder (including fees and expenses) not later than 9:00 a.m. (California time) on the day when due, in Dollars, to the Lender at its bank account specified in writing to the Borrower from time to time in immediately available funds without set-off or counterclaim. Payments received by the Lender after 9:00 a.m. (California time) shall be deemed to be received on the next Business Day.

(b) All computations of interest and of fees shall be made by the Lender on the basis of a 365 or 366, as the case may be, day year and the actual number of days elapsed. Each determination by the Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) If and to the extent any payment owed to the Lender is not made when due, the Borrower hereby authorizes the Lender, subject to any notice period provided in the Orders, to set-off and charge any amount so due against amounts due from the Lender, whether or not such amount is then due.

(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be.

(e) Subject to the requirements of clause (f) of this Section 2.11 (and except as otherwise provided in Section 2.8(b) (Mandatory Prepayments)), all payments and any other amounts received by the Lender from or for the benefit of the Borrower shall be applied as follows: first, to pay all Obligations then due and payable and second, as the Borrower so designates.

(f) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.8(b) (Mandatory Prepayments), the Lender may, and, upon the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall, apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order:

First, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lender;

Second, to pay Obligations in respect of any fees then due to the Lender;

Third, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations;

Fourth, to pay or prepay principal amounts on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and

Fifth, to the ratable payment of all other Obligations.

The order of priority set forth in clauses first, second, third, fourth and fifth above may at any time and from time to time, be changed by the Lender without necessity of notice to or consent of or approval by the Borrower or by any other Person that is not a Lender.

(g) At the option of the Lender, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans and Protective Advances may be paid from the proceeds of Revolving Loans. The Borrower hereby authorizes the Lender to make Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in the Lender’s reasonable discretion, that are in the amounts of any and all principal payable with respect to the interest, fees, expenses and other sums payable in respect of the Revolving Loans. The Borrower agrees that all such Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit)) and directs that all proceeds thereof shall be used to pay such amounts.

SECTION

2.12 Taxes

(a) Any and all payments by the Borrower under each Loan Document shall be made free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) taxes measured by its net income, and franchise taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, (ii) any United States withholding taxes payable with respect to payments under the Loan Documents under laws (including any statute, treaty or regulation) in effect on the Closing Date (or, in the case of an Eligible Assignee, the date of the Assignment and Acceptance) applicable to the Lender, but not excluding any United States withholding taxes payable as a result of any change in such laws occurring after the Closing Date (or the date of such Assignment and Acceptance), (iii) any other United States federal taxes and (iv) taxes measured by its net income, and franchise taxes imposed on it as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax or any taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under any Loan Document to the Lender (w) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12 the Lender receives an amount equal to the sum it would have received had no such deductions been made, (x) the Borrower shall make such deductions, (y) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law and (z) the Borrower shall deliver to the Lender evidence of such payment.

(b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies imposed by any state, county, city or other political subdivision within the United States or any applicable foreign jurisdiction, and all liabilities with respect thereto, in each case arising from any payment made under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document (collectively, “Other Taxes”).

(c) The Borrower shall indemnify the Lender for the full amount of Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12) paid by the Lender and any liability (including for penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Lender makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes or Other Taxes by the Borrower, the Borrower shall furnish to the Lender, at its address referred to in Section 11.7 (Notices, Etc.), the original or a certified copy of a receipt evidencing payment thereof.

(e) Without prejudice to the survival of any other agreement of the Borrower or the Lender hereunder, the agreements and obligations of the Borrower and the Lender contained in this Section 2.12 shall survive the payment in full of the Obligations.

(f) On the date of the Assignment and Acceptance pursuant to which a Non-U.S. Lender becomes a Lender, each Non-U.S. Lender shall provide the Lender and the Borrower

with two completed copies of: (i) Form W-8ECI (claiming exemption from withholding because the income is effectively connected with a U.S. trade or business) (or any successor form); (ii) Form W-8BEN (claiming exemption from, or a reduction of, withholding tax under an income tax treaty) (or any successor form); (iii) in the case of a Non-U.S. Lender claiming exemption under Sections 871(h) or 881(c) of the Code, a Form W-8BEN (claiming exemption from withholding under the portfolio interest exemption)(or successor form); or (iv) or other applicable form, certificate or document prescribed by the IRS certifying as to such Non-U.S. Lender’s entitlement to such exemption, as of the date of such Assignment and Acceptance, from United States withholding tax with respect to all payments to be made to such Non-U.S. Lender under the Loan Documents. Unless the Lender and the Borrower have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Lender or the Borrower shall withhold taxes from such payments at the applicable statutory rate. The Borrower shall not be required to pay additional amounts to any Lender under this Section 2.12 to the extent the obligation to pay such additional amount would not have arisen but for the failure of such Lender to comply with this Section 2.12(f).

(g) If the Lender receives a refund or a credit in respect of any Taxes or Other Taxes as to which it has received an indemnification payment from the Borrower, or with respect to which the Borrower has made any increased payment, pursuant to this Section 2.12, the Lender shall promptly pay an amount equal to the amount of such refund or credit (to the extent of amounts that have been paid by the Borrower under this Section 2.12 with respect to such refund and not previously reimbursed) to the Borrower.

ARTICLE III

CONDITIONS TO LOANS AND LETTERS OF CREDIT

SECTION 3.1 Conditions Precedent to Initial Loans and Letters of Credit

The obligation of the Lender to make any Loan or assist the Borrower in the Issuance of a Letter of Credit on the Closing Date is subject to the satisfaction or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.) of each of the following conditions precedent:

(a) Bankruptcy Court Order. The Bankruptcy Court shall have entered the Interim Order, which shall be certified by the Clerk of the Bankruptcy Court as having been duly entered, and the Interim Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the written consent of the Lender.

(b) Certain Documents. The Lender shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender:

(i) this Agreement, duly executed and delivered by the Borrower;

(ii) copies of UCC search reports as of a recent date listing all effective financing statements that name the Borrower as debtor, together with copies of

such financing statements, none of which shall cover the Collateral, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder;

(iii) (A) share certificates representing all certificated Stock being pledged pursuant to this Agreement and stock powers for such share certificates executed in blank, as the Lender may require;

(B) all instruments representing such of the Notes pledged pursuant to this Agreement as shall be requested by the Lender, in each case duly endorsed in blank;

(iv) a favorable opinion of Mayer, Brown, Rowe and Maw, counsel to the Borrower, in substantially the form of Exhibit E (Form of Opinion of Counsel for the Borrower);

(v) a copy of the certificate of formation of the Borrower, certified as of a recent date by the Secretary of State of the state of organization of the Borrower, together with certificates of such official attesting to the good standing of the Borrower;

(vi) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each Responsible Officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the limited liability company agreement (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower’s Executive Committee approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of formation of the Borrower from the certificate of formation delivered pursuant to subclause (v) above;

(vii) a certificate of a Responsible Officer of the Borrower to the effect that (A) the conditions set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) have been satisfied and (B) no litigation shall have been commenced against the Borrower or any of its Subsidiaries that would have a Material Adverse Effect.

(viii) evidence satisfactory to the Lender of the receipt of the consents, authorizations and approvals, and the making of the filings, listed on Schedule 4.2 (Consents);

(ix) the Budget and the Business Plan; and

(x) such other certificates, documents, agreements and information respecting the Borrower as the Lender may reasonably request.

(c) Fee and Expenses Paid. There shall have been paid to the Lender, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Closing Date.

(d) Additional Matters. The Lender shall have received such additional documents, information and materials as the Lender may reasonably request.

SECTION 3.2 Conditions Precedent to Each Loan and Letter of Credit

The obligation of the Lender on any date (including the Closing Date) to make any Loan or assist the Borrower in the Issuance of a Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

(a) Request for Borrowing or Issuance of Letter of Credit. With respect to any Loan, the Lender shall have received a duly executed Notice of Borrowing and, with respect to any Letter of Credit, the Lender shall have received a duly executed Letter of Credit Request.

(b) Representations and Warranties; No Defaults. The following statements shall be true on the date of such Loan or Issuance of a Letter of Credit, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds therefrom:

(i) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Closing Date and on and as of any such date after the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall have been true and correct as of such earlier date; and

(ii) no Default or Event of Default shall have occurred and be continuing.

(c) Usage. (i) The uses of such Loan or Issuance of a Letter of Credit shall be in compliance with Section 7.7 (Application of Proceeds), (ii) the timing, amount and use of such Loan or Issuance of a Letter of Credit shall be consistent with the Budget and (iii) at the time of making such Loan, and immediately after giving effect thereto, the Borrower shall not hold unrestricted cash and Cash Equivalents in an aggregate amount (after giving effect to the incurrence of such Loan and the application of proceeds therefrom and any other cash or Cash Equivalents on hand (to the extent such proceeds and/or other cash or Cash Equivalents are actually utilized by the Borrower on the respective date of incurrence of such Loan for a permitted purpose other than an investment in Cash Equivalents)) in excess of $10,000,000.

(d) No Legal Impediments. The making of the Loans or the Issuance of such Letter of Credit on such date does not violate any Requirement of Law on the date of or immediately following such Loan or Issuance of such Letter of Credit and is not enjoined, temporarily, preliminarily or permanently.

(e) Final Order. From and after the 30th day after the Closing Date, the Bankruptcy Court shall have entered the Final Order, certified by the Clerk of the Bankruptcy Court as having been duly entered, and the Final Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of the Lender.

(f) Other Filings. The Lender shall have received all motions and other documents to be filed with the Bankruptcy Court by the Borrower prior to filing and such documents shall be in form and substance satisfactory to the Lender.

Each submission by the Borrower to the Lender of a Notice of Borrowing and the acceptance by the Borrower of the proceeds of each Loan requested therein, and each submission by the Borrower to the Lender of a Letter of Credit Request, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrower to the Lender that all conditions specified in this Section 3.2 (other than Section 3.2(d)) are satisfied on the date of the making of such Loan or the Issuance of such Letter of Credit.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lender to enter into this Agreement, the Borrower represents and warrants each of the following to the Lender, on and as of the Closing Date and after giving effect to the making of the Loans and the other financial accommodations on the Closing Date and on and as of each date as required by Section 3.2(b)(i) (Conditions Precedent to Each Loan and Letter of Credit) that:

SECTION 4.1 Valid Existence; Compliance with Law

Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) subject to the entry of the Orders, is in compliance with all applicable Requirements of Law, except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (e) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for Permits or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, have a Material Adverse Effect.

SECTION 4.2 Power; Authorization; Enforceable Obligations

(a) The execution, delivery and performance by the Borrower of the Loan Documents and the consummation of the transactions contemplated thereby, including the obtaining of the Loans and Letters of Credit and the creation and perfection of the Liens on the Collateral as security therefor:

(i) are, subject to the entry of the Orders, within the Borrower’s limited liability company powers;

(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been, subject to the entry of the Orders, duly authorized by all necessary action, including the consent of members where required;

(iii) subject to the entry of the Orders, do not and will not (A) contravene the Borrower’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to the Borrower (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to the Borrower, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of the Borrower or any of its Subsidiaries or (D) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and

(iv) do not, subject to the entry of the Orders, require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than that of the Bankruptcy Court and those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Lender pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date will be in full force and effect.

(b) Upon the entry of the Orders, this Agreement shall have been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement and upon the entry of the Orders, duly executed and delivered by the Borrower. Subject to the entry of the Orders, this Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

SECTION 4.3 Subsidiaries

Set forth on Schedule 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).

SECTION 4.4 Financial Statements

(a) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2002, and the related Consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended fairly present in all

material respects, subject, in the case of said balance sheets as at December 31, 2002, and said statements of income, retained earnings and cash flows for the 12 months then ended, to the absence of footnote disclosure and normal recurring year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP.

(b) Neither the Borrower nor any of its Subsidiaries has any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment that is not reflected in the Financial Statements referred to in clause (a) above or in the notes thereto and not otherwise permitted by this Agreement.

(c) The Business Plan has been prepared by the Borrower in light of the past operations of its business, and reflect projections for the two year period beginning on January 1, 2004. The Budget and the Business Plan are each based upon estimates and assumptions stated therein, all of which the Borrower believes to be reasonable and fair in light of current conditions and current facts known to the Borrower and, as of the Closing Date, reflect the Borrower’s good faith and reasonable estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

SECTION 4.5 Material Adverse Change

Except as set forth on Schedule 4.5 (Material Adverse Change), and other than the filing of the Case, since December 31, 2002, there has been no Material Adverse Change and there have been no events or developments that, in the aggregate, have had a Material Adverse Effect.

SECTION 4.6 Litigation

Other than the Case, there are no pending or, to the knowledge of the Borrower, threatened actions, investigations or proceedings affecting the Borrower or any of its Subsidiaries before any court, Governmental Authority or arbitrator other than those that, in the aggregate, would not have a Material Adverse Effect. The performance of any action by the Borrower required or contemplated by any Loan Document is not restrained or enjoined (either temporarily, preliminarily or permanently). There is no litigation pending against the Borrower at the date hereof which, if adversely determined, would have a Material Adverse Effect.

SECTION 4.7 Full Disclosure

The information prepared or furnished by or on behalf of the Borrower in connection with this Agreement or the consummation of the transactions contemplated hereunder and thereunder taken as a whole does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading. All facts known to the Borrower and material to an understanding of the financial condition, business, properties or prospects of the Borrower and its Subsidiaries taken as one enterprise have been disclosed to the Lender.

SECTION 4.8 Margin Regulations

The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board), and no proceeds of any Loan will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock in contravention of Regulation T, U or X of the Federal Reserve Board.

SECTION 4.9 No Burdensome Restrictions; No Defaults

(a) Except for defaults in existence on the Petition Date, neither the Borrower nor any of its Subsidiaries is in default under, or with respect to, any Contractual Obligation owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to the Borrower or to any Subsidiary of the Borrower, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect.

(b) No Default or Event of Default has occurred and is continuing.

(c) To the best knowledge of the Borrower, there are no Requirements of Law applicable to the Borrower or any Subsidiary of the Borrower the compliance with which by the Borrower or such Subsidiary, as the case may be, would in the aggregate, have a Material Adverse Effect.

SECTION 4.10 Investment Company Act; Public Utility Holding Company Act

Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended, or (b) a “holding company,” or an “affiliate”, a “holding company” or a “subsidiary company” of a “holding company,” as each such term is defined and used in the Public Utility Holding Company Act of 1935, as amended.

SECTION 4.11 Use of Proceeds

The proceeds of the Loans and the Letters of Credit are being used by the Borrower solely as follows: (a) to fund post-petition operating expenses of the Borrower and its Subsidiaries incurred in the ordinary course of business, (b) to pay certain other costs and expenses of administration of the Case, and (c) for working capital, Capital Expenditures and other general corporate purposes of the Borrower and its Subsidiaries not in contravention of any Requirement of Law or the Loan Documents, in each case in a manner in accordance with, and in aggregate amounts consistent with the amounts set forth in, the Budget. The Borrower shall use the entire amount of the proceeds of each Loan and Letter of Credit in accordance with this Section 4.11 (Use of Proceeds); provided, however, that nothing herein shall in any way prejudice or prevent the Lender from objecting, for any reason, to any requests, motions or applications made in the Bankruptcy Court, including any applications for interim or final allowances of compensation for services rendered or reimbursement of expenses incurred under clause (a) of Section 105, or Sections 330 or 331 of the Bankruptcy Code, by any party in interest; provided,

further, that neither the Borrower, any Committee nor any other person or entity shall use the proceeds from any Loans or Letters of Credit for any purpose that is prohibited under the Bankruptcy Code or in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Lender, including challenging the amount, validity, perfection, priority or enforceability of, or asserting any defense, counterclaim or offset to, the Obligations, the security interests and Liens of the Secured Parties in respect thereof, the Prepetition Hughes Financing Documents or the Prepetition Hughes Indebtedness; provided, further, that any use of proceeds from any Loans or Letters of Credit for the investigation (including discovery proceedings) of any claims, causes of action, adversary proceedings or other litigation against the Lender, including challenging the amount, validity, perfection, priority or enforceability of, or asserting any defense, counterclaim or offset to, the Obligations, the security interests and Liens of the Secured Parties in respect thereof, the Prepetition Hughes Financing Documents and the Prepetition Hughes Indebtedness shall be in a manner in accordance with, and in aggregate amounts consistent with the amounts set forth in, the Budget.

SECTION 4.12 Labor Matters

(a) There are no strikes, work stoppages, slowdowns or lockouts pending or threatened against or involving the Borrower or any of its Subsidiaries, other than those which in the aggregate would not have a Material Adverse Effect.

(b) There are no unfair labor practices, grievances or complaints pending, or, to the Borrower’s knowledge, threatened, against or involving the Borrower or any of its Subsidiaries, nor are there any arbitrations or grievances threatened involving the Borrower or any of its Subsidiaries, other than those that, in the aggregate, would not have a Material Adverse Effect.

(c) Except as set forth on Schedule 4.12 (Labor Matters), as of the Closing Date, there is no collective bargaining agreement covering any employee of the Borrower or its Subsidiaries.

SECTION 4.13 ERISA

(a) Schedule 4.13 (List of Plans) separately identifies as of the date hereof all Title IV Plans, all Multiemployer Plans and all of the employee benefit plans within the meaning of Section 3(3) of ERISA to which the Borrower or any of its Subsidiaries has any obligation or liability, contingent or otherwise.

(b) Each employee benefit plan of the Borrower or any of its Subsidiaries intended to qualify under Section 401 of the Code does so qualify, and any trust created thereunder is exempt from tax under the provisions of Section 501 of the Code, except where such failures, in the aggregate, would not have a Material Adverse Effect.

(c) Each Title IV Plan is in compliance in all material respects with applicable provisions of ERISA, the Code and other Requirements of Law except for non-compliances that, in the aggregate, would not have a Material Adverse Effect.

(d) Other than the Case, there has been no, nor is there reasonably expected to occur, any ERISA Event other than those that, in the aggregate, would not have a Material Adverse Effect.

(e) Except to the extent set forth on Schedule 4.13 (List of Plans), none of the Borrower, any of the Borrower’s Subsidiaries or any ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal as of the date hereof from any Multiemployer Plan.

SECTION 4.14 Environmental Matters

The operations of the Borrower and each of its Subsidiaries have been and are in compliance with all Environmental Laws, including obtaining and complying with all required environmental, health and safety Permits, other than non-compliances that, in the aggregate, would not have a Material Adverse Effect.

SECTION 4.15 Intellectual Property

The Borrower and its Subsidiaries own or license or otherwise have the right to use all licenses, permits, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights (including all Intellectual Property) that are necessary for the operations of their respective businesses. To the Borrower’s knowledge, no slogan or other advertising device, product, process, method, substance, part or component, or other material now employed, or now contemplated to be employed, by the Borrower or any of its Subsidiaries infringes upon or conflicts with any rights owned by any other Person, and no claim or litigation regarding any of the foregoing is pending or threatened.

SECTION 4.16 Title; Real Property

(a) Other than as a result of the Case, and except as set forth on Schedule 4.16 (Real Property), each of the Borrower and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all Real Property and good title to all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 8.2 (Liens, Etc.). The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property.

(b) Except as set forth on Schedule 4.16 (Real Property), neither the Borrower nor any of its Subsidiaries is obligated under any lease option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose lease of any Real Property of the Borrower or any of its Subsidiaries.

(c) All Permits required to have been issued or appropriate to enable all Real Property of the Borrower or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full

force and effect, other than those that, in the aggregate, would not have a Material Adverse Effect.

(d) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of the Borrower or any of its Subsidiaries or any part thereof, except those that, in the aggregate, would not have a Material Adverse Effect.

SECTION 4.17 Secured, Super-Priority Obligations

(a) On and after the Closing Date, the provisions of the Loan Documents and the Orders are effective to create in favor of the Lender, for the benefit of the Secured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Orders) in all right, title and interest in the Collateral, enforceable against the Borrower.

(b) Pursuant to subclauses (2) and (3) of clause (c) of section 364 of the Bankruptcy Code and the Orders, all Obligations are secured by a first priority perfected Lien on the Collateral, subject only to (i) valid, perfected, nonavoidable and enforceable Liens existing as of the Petition Date, (ii) the extent such post-petition perfection is expressly permitted by the Bankruptcy Code, valid, nonavoidable and enforceable Liens existing as of the Petition Date, but perfected after the Petition Date and (iii) the Carve-Out.

(c) Pursuant to clause (c) of Section 364 of the Bankruptcy Code and the Orders, all Obligations and all other obligations of the Borrower under the Loan Documents at all times shall constitute allowed super-priority administrative expense claims in the Case having priority over all administrative expenses of the kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code, subject only to the Carve-Out.

(d) The Orders and the transactions contemplated hereby and thereby, are in full force and effect and have not been vacated, reversed, modified, amended or stayed without the prior written consent of the Lender.

SECTION 4.18 Title; No Other Liens

Except for Liens permitted under Section 8.2 (Permitted Liens) and except as set forth on Schedule 4.18 (Title), (a) the Grantor is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or certificated securities and is the Entitlement Holder of all such Pledged Collateral constituting Investment Property held in a Securities Account and owns each other item of Collateral in which a Lien is granted by it hereunder and (b) all such Collateral is owned free and clear of any and all Liens.

SECTION 4.19 Pledged Collateral

(a) All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of the Grantor as of the date hereof are listed on Schedule 4.19 (Pledged Collateral). The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 4.19 (Pledged Collateral).

(b) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and, to the extent applicable, are fully paid and nonassessable.

(c) To the Grantor’s knowledge, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

(d) All Pledged Collateral consisting of certificated securities or Instruments have been delivered to the Lender to the extent requested by the Lender.

SECTION 4.20 Intellectual Property

(a) Schedule 4.20 (Intellectual Property) lists all Intellectual Property of the Grantor on the date hereof, separately identifying that owned by the Grantor and that licensed to the Grantor. The Intellectual Property set forth on Schedule 4.20 (Intellectual Property) for the Grantor constitutes all of the intellectual property rights necessary to conduct its business.

(b) On the date hereof, all Intellectual Property owned by the Grantor is valid, subsisting, unexpired and enforceable, has not been adjudged invalid and has not been abandoned.

(c) Except as set forth in Schedule 4.20 (Intellectual Property), on the date hereof, none of the Intellectual Property owned by the Grantor is the subject of any licensing or franchise agreement pursuant to which the Grantor is the licensor or franchisor.

(d) No holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of, or the Grantor’s rights in, any Intellectual Property.

(e) No action or proceeding seeking to limit, cancel or question the validity of any Intellectual Property owned by the Grantor or the Grantor’s ownership interest therein is on the date hereof pending or, to the knowledge of the Grantor, threatened. There are no claims, judgments or settlements to be paid by the Grantor relating to the Intellectual Property.

ARTICLE V

FINANCIAL COVENANTS

The Borrower agrees with the Lender, to each of the following as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Lender otherwise consents in writing:

SECTION 5.1 Minimum EBITDA

The Borrower and its Subsidiaries on a Consolidated basis shall have, as of the last day of each Fiscal Quarter set forth below, EBITDA for such Fiscal Quarter of not less than (i.e., not a greater negative number than) the following:

Fiscal Quarter Ending	Minimum EBITDA
June 30, 2003	$	(28,600,000	)

September 30, 2003	$	(28,000,000	)

December 31, 2003	$	(36,500,000	)

SECTION 5.2 Capital Expenditures

The Borrower and its Subsidiaries on a Consolidated basis shall not make or incur Capital Expenditures during each of the Fiscal Years set forth below in excess of the maximum amount set forth below for such Fiscal Year:

Fiscal Year	Maximum Capital Expenditures
2003	$	98,900,000

2004	$	161,200,000

SECTION 5.3 Minimum Revenue

The Borrower and its Subsidiaries on a Consolidated basis shall have, as of the last day of each Fiscal Quarter set forth below, Revenue for such Fiscal Quarter of not less than the following:

Fiscal Quarter Ending	Minimum Revenue
June 30, 2003	$	95,200,000

September 30, 2003	$	96,300,000

December 31, 2003	$	98,200,000

ARTICLE VI

REPORTING COVENANTS

The Borrower agrees with the Lender, to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Lender otherwise consents in writing:

SECTION

6.1 Financial Statements

The Borrower shall furnish to the Lender each of the following:

(a) Financial Reports. Financial information regarding the Borrower and its Subsidiaries at such times and consisting of such information specified on Schedule 6.1(a) (Financial Reports), in each case certified by a Responsible Officer of the Borrower as fairly

presenting in all material respects the financial position of the Borrower and its Subsidiaries as at the dates indicated and for the periods indicated in accordance with GAAP.

(b) Compliance Certificate. Together with each delivery of any financial statement pursuant to clause (a) above, a certificate of a Responsible Officer of the Borrower (each, a “Compliance Certificate”) (i) showing in reasonable detail the calculations used in demonstrating compliance with each of the financial covenants contained in Article V (Financial Covenants) and (ii) stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, stating the nature thereof and the action that the Borrower proposes to take with respect thereto.

(c) Budget. Not later than 10 Business Days after the end of each calendar month, a supplement to the Budget setting forth on a monthly basis for the remainder of the term of the Facility or the next six months, whichever is longer, an updated forecast of the information contained in the Budget for such period and a written set of supporting assumptions, all in form and substance reasonably satisfactory to the Lender.

(d) Management Letters, Etc. Within 10 Business Days after receipt thereof by the Borrower, copies of each management letter, exception report or similar letter or report received by the Borrower from its independent certified public accountants (including the Borrower’s Accountants).

SECTION 6.2 Default Notices

As soon as practicable, and in any event within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the existence of any Default, Event of Default or other event having had a Material Adverse Effect or having any reasonable likelihood of causing or resulting in a Material Adverse Change, the Borrower shall give the Lender notice specifying the nature of such Default or Event of Default or other event, including the anticipated effect thereof, which notice, if given by telephone, shall be promptly confirmed in writing on the next Business Day.

SECTION 6.3 Litigation

Promptly after the commencement thereof, the Borrower shall give the Lender written notice of the commencement of all unstayed actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator, affecting the Borrower or any of its Subsidiaries, that (i) seeks injunctive or similar relief or (ii) in the reasonable judgment of the Borrower, expose the Borrower or such Subsidiary to liability in an amount not covered by insurance aggregating $500,000 or more or which, if adversely determined, would have a Material Adverse Effect.

SECTION 6.4 Asset Sales

Prior to any Asset Sale anticipated to generate Net Cash Proceeds in excess of $1,000,000, the Borrower shall send the Lender a notice (a) describing such Asset Sale or the nature and material terms and conditions of such transaction and (b) stating the estimated Net Cash Proceeds anticipated to be received by the Borrower or any of its Subsidiaries.

SECTION 6.5 Press Releases

Promptly after the sending or filing thereof, the Borrower shall send the Lender copies of (a) all press releases and (b) all other statements concerning material changes or developments in the business of the Borrower made available by the Borrower to the public or any other creditor.

SECTION 6.6 Labor Relations

Promptly after becoming aware of the same, the Borrower shall give the Lender written notice of (a) any material labor dispute to which the Borrower or any of its Subsidiaries is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities, and (b) any Worker Adjustment and Retraining Notification Act or related liability incurred with respect to the closing of any plant or other facility of any such Person.

SECTION 6.7 ERISA Matters

The Borrower shall furnish the Lender each of the following:

(a) promptly and in any event within 30 days after the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, written notice describing such event;

(b) promptly and in any event within 10 days after the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a written statement of a Responsible Officer of the Borrower describing such ERISA Event or waiver request and the action, if any, the Borrower, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; and

(c) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice.

SECTION 6.8 Environmental Matters

The Borrower shall provide the Lender promptly, and in any event within 10 days after the Borrower or any Subsidiary learning of any of the following, written notice of each of the receipt by the Borrower of any notice of violation of or potential liability under, or knowledge by the Borrower that there exists a condition that could reasonably be expected to result in a violation of or liability under, any Environmental Law, except for violations and liabilities the consequence of which, in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

SECTION 6.9 Material Contracts

Promptly after the Borrower becoming aware of the same, the Borrower shall give the Lender written notice of any cancellation, termination or loss of any material Contractual Obligation or other customer arrangement.

SECTION 6.10 Bankruptcy Court

The Borrower shall use its best efforts to obtain the approval of the Bankruptcy Court of this Agreement and the other Loan Documents and deliver or cause to be delivered to the Lender and the Lender’s counsel all material pleadings, motions and other documents filed on behalf of the Borrower with the Bankruptcy Court.

SECTION 6.11 Other Information

The Borrower shall provide the Lender with such other information respecting the business, properties, condition, financial or otherwise, or operations of the Borrower or any of its Subsidiaries as the Lender may from time to time reasonably request.

ARTICLE VII

AFFIRMATIVE COVENANTS

The Borrower agrees with the Lender to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Lender otherwise consents in writing:

SECTION 7.1 Preservation of Valid Existence, Etc.

The Borrower shall, and shall cause each of its Subsidiaries to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Section 8.3 (Investments) and Section 8.4 (Sale of Assets).

SECTION 7.2 Compliance with Laws, Etc.

The Borrower shall, and shall cause each of its Subsidiaries to, comply with all applicable Requirements of Law, Contractual Obligations and Permits, except where the failure so to comply would not, in the aggregate, have a Material Adverse Effect.

SECTION

7.3 Conduct of Business

The Borrower shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice and (b) use its reasonable efforts, in the ordinary course and consistent with past practice, to preserve its business and the goodwill and business of the customers, advertisers, suppliers and others having business relations with the Borrower or any of its Subsidiaries, except in each case where the failure to comply with the covenants in each of clauses (a) and (b) above would not in the aggregate have a Material Adverse Effect.

SECTION 7.4 Access

The Borrower shall from time to time permit the Lender, or any agents or representatives thereof, within two Business Days after written notification of the same (except that during the continuance of an Event of Default, no such notice shall be required) to (a) examine and make copies of and abstracts from the records and books of account of the Borrower and each of its Subsidiaries, (b) visit the properties of the Borrower and each of its Subsidiaries, (c) discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with any of their respective officers or directors and with the Borrower’s independent certified public accountants and (d) communicate directly and discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with any other party in interest to the Case, as lessor under any Contractual Obligation or Lease to which any other party in interest to the Case is party, the Committee or otherwise. The Borrower shall authorize its independent certified public accountants to disclose to the Lender any and all financial statements and other information of any kind, as the Lender reasonably requests from the Borrower and which such accountants may have with respect to the business, financial condition, results of operations or other affairs of the Borrower or any of its Subsidiaries.

SECTION 7.5 Keeping of Books

The Borrower shall, and shall cause each of its Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made in conformity with GAAP of all financial transactions and the assets and business of the Borrower and each such Subsidiary.

SECTION 7.6 Maintenance of Properties, Etc.

The Borrower shall, and shall cause each of its Subsidiaries to, maintain and preserve (a) in good working order and condition all of its properties necessary in the conduct of its business, (b) all rights, permits, licenses, approvals and privileges (including all Permits) which are used or useful or necessary in the conduct of its business and (c) all registered patents, trademarks, trade names, copyrights and service marks with respect to its business, except where failure to so maintain and preserve the items set forth in clauses (a), (b) and (c) above would not, in the aggregate, have a Material Adverse Effect.

SECTION 7.7 Application of Proceeds

The Borrower shall use the entire amount of the proceeds of the Loans and the Letters of Credit as provided in Section 4.11 (Use of Proceeds).

SECTION 7.8 Chapter 11 Case

The Borrower shall immediately provide to counsel to the Lender copies of all pleadings, notices, orders, agreements, and all other documents served, filed or entered, as the case may be, in connection with, or in relation to, the Case.

ARTICLE VIII

NEGATIVE COVENANTS

The Borrower agrees with the Lender each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Lender otherwise consents in writing:

SECTION 8.1 Indebtedness

The Borrower shall not, nor shall permit any of its Subsidiaries to, directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness except for the following:

(a) the Obligations;

(b) Indebtedness existing on the date of this Agreement and disclosed on Schedule 8.1 (Existing Indebtedness);

(c) Guaranty Obligations incurred by the Borrower in respect of Indebtedness of the Borrower or any Subsidiary that is permitted by this Section 8.1;

(d) Capital Lease Obligations and purchase money Indebtedness incurred by the Borrower or a Subsidiary of the Borrower to finance the acquisition of fixed assets; provided, however, that the Capital Expenditure related thereto is otherwise permitted by Section 5.2 (Capital Expenditures) and that the aggregate outstanding principal amount of all such Capital Lease Obligations and purchase money Indebtedness for the Borrower shall not exceed $1,000,000 at any time;

(e) Renewals, extensions, refinancings, refundings and replacements of Indebtedness permitted by clause (b) or (d) above or this clause (e); provided, however, that any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount of, and is on terms no less favorable to the Borrower, including as to weighted average maturity, than the Indebtedness being renewed, extended, refinanced or refunded;

(f) Indebtedness arising from intercompany loans (i) from a Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower or (ii) from the Borrower to a Subsidiary of the Borrower, in each case in a manner in accordance with, and in aggregate amounts consistent with the amounts set forth in, the Budget;

(g) Indebtedness arising under any performance or surety bond, performance guarantee, minimum revenue guarantee, purchase commitment guarantee or similar arrangement with suppliers and programmers entered into in the ordinary course of business;

(h) Indebtedness arising in connection with the sale of set-top boxes and related equipment in the ordinary course of business consistent with past practice;

(i) Indebtedness of the Borrower or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the ordinary course of business;

(j) obligations in respect of Hedging Contracts entered into in the ordinary course of business and for non-speculative purposes; and

(k) Indebtedness of Subsidiaries in an aggregate amount not at any time exceeding $25,000,000.

It is understood that any Indebtedness borrowed in a foreign currency shall continue to be permitted under this Section 8.1, notwithstanding any fluctuation in the Dollar amount of such Indebtedness, as long as the outstanding principal balance of such Indebtedness (denominated in its original currency) does not exceed the maximum amount of such Indebtedness (denominated in such currency) permitted to be outstanding on the date such Indebtedness was incurred.

SECTION 8.2 Liens, Etc.

The Borrower shall not, and shall not permit any of its Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, except for the following:

(a) Liens created pursuant to the Loan Documents;

(b) Liens existing on the date of this Agreement and disclosed on Schedule 8.2 (Existing Liens);

(d) purchase money Liens granted by the Borrower or any Subsidiary of the Borrower (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of the Borrower’s or such Subsidiary’s acquisition thereof) securing Indebtedness permitted under Section 8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease;

(e) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (b) or (d) above or this clause (e) without any change in the assets subject to such Lien and to the extent such renewal, extension, refinancing or refunding is permitted by Section 8.1(e) (Indebtedness);

(f) pledges of cash collateral to support Hedging Contracts with Subsidiaries in an aggregate amount not to exceed $10,000,000;

(g) pledges of cash collateral and deposits consistent with the Budget; and

(h) Liens in respect of judgments not constituting an Event of Default.

SECTION 8.3 Investments

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except:

(a) Investments existing on the date of this Agreement and disclosed on Schedule 8.3 (Existing Investments);

(b) Investments in cash and Cash Equivalents;

(c) Investments in Accounts, Payment Intangibles, Chattel Paper, notes receivable and similar items arising or acquired in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries;

(d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business or received in bankruptcy or insolvency proceedings of account debtors;

(e) Investments by (i) a Subsidiary of the Borrower in the Borrower or any other Subsidiary of the Borrower or (ii) the Borrower in a Subsidiary of the Borrower, in each case in a manner in accordance with, and in aggregate amounts consistent with the amounts set forth in, the Budget;

(f) Investments constituting Guaranty Obligations permitted by Section 8.1 (Indebtedness);

(g) Investments in Hedging Contracts entered into in the ordinary course of business for non-speculative purposes;

(h) bank deposits in the ordinary course of business;

(i) loans and advances to employees in the ordinary course of business; and

(j) Investments not otherwise permitted hereby; provided, however, that the aggregate outstanding amount of all such Investments shall not exceed $1,000,000 at any time.

It is understood that any Investment in a foreign currency shall continue to be permitted under this Section 8.3, notwithstanding any fluctuation in the Dollar amount of such Investment, as long as the outstanding amount of such Investment (denominated in its original currency) does not exceed the maximum amount of such Investment (denominated in such currency) permitted to be outstanding on the date such Investment was made.

SECTION 8.4 Sale of Assets

The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of, any of its assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person, or permit or suffer any other Person to acquire any interest in any of its assets or, in the case of any Subsidiary, issue

or sell any shares of such Subsidiary’s Stock or Stock Equivalent (any such disposition being an “Asset Sale”), except for the following:

(a) the sale or disposition of Inventory in the ordinary course of business consistent with past practice;

(b) transfers resulting from a Property Loss Event so long as the Proceeds thereof are applied in the manner specified in Section 2.8 (Mandatory Prepayments);

(c) the sale or disposition of Equipment that has become obsolete or is replaced in the ordinary course of business consistent with past practice; provided, however, that the aggregate Fair Market Value of all such equipment disposed of in any Fiscal Year shall not exceed $1,000,000;

(d) the lease or sublease of real property not constituting a sale and leaseback, to the extent not otherwise prohibited by this Agreement;

(e) assignments and licenses of Intellectual Property of the Borrower and its Subsidiaries in the ordinary course of business consistent with past practice;

(f) the sale or disposition of assets to any Subsidiary of the Lender and its Subsidiaries;

(g) the sale or disposition of set-top boxes and related equipment in the ordinary course of business consistent with past practice; and

(h) Liens permitted under Section 8.2 (Liens, Etc.);

provided, however, that the foregoing limitations are not intended to prevent the Borrower from rejecting unexpired leases or executory contracts pursuant to Section 365 of the Bankruptcy Code in connection with the Case.

SECTION 8.5 Restricted Payments

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment except:

(a) Restricted Payments by any Subsidiary of the Borrower to the Borrower; and

(b) dividends and distributions declared and paid on the common Stock of the Borrower and payable only in common Stock of the Borrower.

SECTION 8.6 Prepayment and Cancellation of Indebtedness

(a) The Borrower shall not, and shall not permit any of its Subsidiaries to, cancel any claim or Indebtedness owing to it except in the ordinary course of business consistent with past practice.

(b) The Borrower shall not, and shall not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness; provided, however, that the Borrower may (i) prepay the Obligations in accordance with the terms of this Agreement, (ii) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness, (iii) prepay any Indebtedness payable to the Borrower by any of its Subsidiaries and (iv) renew, extend, refinance and refund Indebtedness, so long as such renewal, extension, refinancing and refunding is permitted under Section 8.1(e) (Indebtedness).

SECTION 8.7 Restriction on Fundamental Changes

The Borrower shall not, and shall not permit any of its Subsidiaries to, (a) merge with any Person, (b) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any joint venture or partnership with any Person or (f) acquire or create any Subsidiary.

SECTION 8.8 Change in Nature of Business

The Borrower shall not, and shall not permit any of its Subsidiaries to, make any material change in the nature or conduct of its business as carried on at the date hereof.

SECTION 8.9 Accounting Changes; Fiscal Year

The Borrower shall not, and shall not permit any of its Subsidiaries to, change its (a) accounting treatment and reporting practices or tax reporting treatment, except as required by GAAP or any Requirement of Law and permitted by the Loan Documents and disclosed to the Lender or (b) Fiscal Year.

SECTION 8.10 Chapter 11 Claims; Adequate Protection

The Borrower shall not, and shall not permit any of its Subsidiaries to, incur, create, assume, suffer to exist or permit any (i) administrative expense, unsecured claim, or other super-priority claim or Lien that is pari passu with or senior to the claims of the Secured Parties against the Borrower hereunder, or apply to the Bankruptcy Court for authority to do so, except for the Carve-Out, or (ii) obligation to make adequate protection payments, or otherwise provide adequate protection, other than (A) as contemplated by the Orders or (B) as approved by the Lender.

SECTION

8.11 The Orders

The Borrower shall not, and shall not permit any of its Subsidiaries to, make or permit to be made any change, amendment or modification, or any application or motion for any change, amendment or modification, to either Order.

ARTICLE IX

EVENTS OF DEFAULT

SECTION 9.1 Events of Default

Each of the following events shall be an Event of Default:

(a) the Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation when the same becomes due and payable; or

(b) the Borrower shall fail to pay any interest on any Loan, any fee under any of the Loan Documents or any other Obligation (other than one referred to in clause (a) above) and such non-payment continues for a period of three Business Days after the due date therefor; or

(c) any representation or warranty made or deemed made by the Borrower in any Loan Document or by the Borrower (or any of its officers) in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or

(d) the Borrower shall fail to perform or observe any term, covenant or agreement contained in Articles V (Financial Covenants) or VIII (Negative Covenants) or Sections 6.2 (Default Notices) or 7.7 (Application of Proceeds) of this Agreement; or

(e) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or in any other Loan Document if such failure shall remain unremedied for 15 days after the earlier of (i) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (ii) the date on which written notice thereof shall have been given to the Borrower by the Lender; or

(f) (i) the Borrower or any of its Subsidiaries shall fail to make any payment on any Indebtedness of the Borrower or any such Subsidiary arising after the Petition Date (other than the Obligations and Indebtedness permitted under Section 8.1(h)) or any Guaranty Obligation arising after the Petition Date in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount of $1,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or (iii) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

(g) the Loan Documents and the Orders shall, for any reason, cease to create a valid Lien on any of the Collateral purported to be covered thereby or such Lien shall cease to be a perfected Lien having the priority provided herein and in the Orders pursuant to Section 364 of the Bankruptcy Code against the Borrower, or the Borrower shall so allege in any pleading

filed in any court or any material provision of any Loan Document shall, for any reason, cease to be valid and binding on the Borrower or the Borrower shall so state in writing; or

(h) one or more judgments or orders (or other similar process) involving, in the case of money judgments, an aggregate amount in excess of $1,000,000, to the extent not covered by insurance, shall be rendered against one or more of the Borrower and its Subsidiaries (other than the allowance of claims in the Case), and the same shall remain unpaid, undischarged, unvacated or unstayed pending appeal for a period of 30 days after the entry thereof; or

(i) an ERISA Event shall occur and the amount of all liabilities and deficiencies resulting therefrom, whether or not assessed, exceeds $1,000,000 in the aggregate; or

(j) the Case shall be dismissed (or the Bankruptcy Court shall make a ruling requiring the dismissal of the Case), suspended or converted to a case under chapter 7 of the Bankruptcy Code, or the Borrower shall file any pleading requesting any such relief; or an application shall be filed by the Borrower for the approval of, or there shall arise, (i) any other Claim having priority senior to or pari passu with the claims of the Lender under the Loan Documents or any other claim having priority over any or all administrative expenses of the kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code (other than the Carve-Out) or (ii) any Lien on the Collateral having a priority senior to or pari passu with the Liens and security interests granted herein, except as expressly provided herein and in the Orders; or

(k) the Borrower shall file a motion seeking, or the Bankruptcy Court shall enter, an order (i) approving payment of any prepetition Claim other than as provided for in a First Day Order, (ii) approving a First Day Order not approved by the Lender, (iii) granting relief from the automatic stay applicable under Section 362 of the Bankruptcy Code to any holder of any security interest to permit foreclosure on any assets having a book value in excess of $1,000,000 in the aggregate or (iv) approving any settlement or other stipulation not approved by the Lender with any creditor of the Borrower, other than the Lender, providing for payments as adequate protection or otherwise to such creditor individually or in the aggregate in excess of $1,000,000 for any and all such creditors; or

(l) (i) the Interim Order shall cease to be in full force and effect and the Final Order shall not have been entered prior to such cessation, (ii) the Final Order shall not have been entered by the Bankruptcy Court on or before the 30th day following the Closing Date, (iii) from and after the date of entry thereof, the Final Order shall cease to be in full force and effect, (iv) the Borrower shall fail to comply with the terms of the Interim Order or the Final Order, as applicable, in any material respect or (v) the Interim Order or the Final Order shall be amended, supplemented, stayed, reversed, vacated or otherwise modified (or the Borrower shall apply for authority to do so) without the written consent of the Lender; or

(m) the Bankruptcy Court shall enter an order appointing a trustee, responsible officer or an examiner with powers beyond the duty to investigate and report, as set forth in subclauses (3) and (4) of clause (a) of Section 1106 of the Bankruptcy Code, in the Case; or

(n) the exclusive period that the Borrower has to file a Reorganization Plan under the Case shall terminate or be otherwise lifted without the Borrower having filed such a plan; or

(o) the Borrower or any of its Subsidiaries shall make any payment on any Indebtedness arising before the Petition Date except as permitted hereunder; or

(p) the Borrower or any of its Subsidiaries shall support (in any such case by way of any motion or other pleading filed with the Bankruptcy Court or any other writing to another party-in-interest executed by or on behalf of the Borrower or any of its Subsidiaries) any other Person’s opposition of any motion made in the Bankruptcy Court by the Lender seeking confirmation of the amount of the Lender’s claim or the validity and enforceability of the Liens in favor of the Lender; or

(q) the Borrower or any of its Subsidiaries shall seek to, or shall support (in any such case by way of any motion or other pleading filed with the Bankruptcy Court or any other writing to another party-in-interest executed by or on behalf of the Borrower or any of its Subsidiaries) any other Person’s motion to, disallow in whole or in part the Lender’s claim in respect of the Obligations or to challenge the validity and enforceability of the Liens in favor of the Lender.

SECTION 9.2 Remedies

During the continuance of any Event of Default, the Lender (a) may, by notice to the Borrower, declare that all or any portion of the Revolving Credit Commitments be terminated, whereupon the obligation of the Lender to make any Loan and assist in the Issuance of any Letter of Credit shall immediately terminate and (b) may, by notice to the Borrower, declare the Loans, all interest thereon and all other amounts and Obligations payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower. In addition, subject solely to any requirement of the giving of notice by the terms of the Interim Order or the Final Order, as applicable, the automatic stay provided in Section 362 of the Bankruptcy Code shall be deemed automatically vacated without further action or order of the Bankruptcy Court, and the Lender shall be entitled to exercise all of their respective rights and remedies under the Loan Documents, including all rights and remedies with respect to the Collateral.

SECTION 9.3 Actions in Respect of Letters of Credit

Upon the Revolving Credit Termination Date or as may be required by Section 2.8(b) (Mandatory Prepayments) and at any time after the Revolving Credit Termination Date when the funds in a Cash Collateral Account shall be less than the Letter of Credit Obligations, the Borrower shall pay to the Lender in immediately available funds at its bank account specified in writing to the Borrower from time to time, for deposit in a Cash Collateral Account, an amount equal to 105% of the sum of all outstanding Letter of Credit Obligations. The Lender may, from time to time after funds are deposited in any Cash Collateral Account, apply funds then held in such Cash Collateral Account to the payment of any amounts, in accordance with Section 2.11(f) (Payments and Computations), as shall have become or shall become due and payable by the

Borrower to the Lender in respect of the Letter of Credit Obligations. The Lender shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application.

SECTION 9.4 Rescission

If at any time after termination of the Revolving Credit Commitments or acceleration of the maturity of the Loans, the Borrower shall pay all arrears of interest and all payments on account of principal of the Loans and Reimbursement Obligations that shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Events of Default and Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 11.1 (Amendments, Waivers, Etc.), then upon the written consent of the Lender and written notice to the Borrower, the termination of the Revolving Credit Commitments or the acceleration and their consequences may be rescinded and annulled; provided, however, that such action shall not affect any subsequent Event of Default or Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are not intended to benefit the Borrower and do not give the Borrower the right to require the Lender to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

ARTICLE X

SECURITY

SECTION 10.1 Security

(a) To induce the Lender to make the Loans, the Grantor hereby grants to the Lender, for itself and for the ratable benefit of the Secured Parties, as security for the full, prompt and complete payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of the Grantor hereunder, a continuing first priority Lien and security interest (subject only to (i) valid, perfected, enforceable and nonavoidable Liens of record existing immediately prior to the Petition Date, (ii) the Carve-Out, (iii) only to the extent such post-petition perfection is expressly permitted under the Bankruptcy Code, valid, enforceable and nonavoidable Liens existing as of the Petition Date, but perfected after the Petition Date, and (iv) Liens permitted under Section 8.2(d) (Liens, Etc.)) in accordance with Sections 364(c)(2) and (3) of the Bankruptcy Code, in and to all Collateral of the Grantor wherever located, whether real, personal or mixed and whether now owned or hereafter acquired or adopted. “Collateral” means all of the property and assets of the Grantor and its estate, real and personal, tangible and intangible, whether now owned or hereafter acquired or arising and regardless of where located, including but not limited to:

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Instruments;

(viii) all Inventory;

(ix) all Investment Property;

(x) all Letter of Credit Rights;

(xi) all Real Property;

(xii) all Vehicles;

(xiii) the Commercial Tort Claims described on Schedule 10.1 (Commercial Tort Claims);

(xiv) all books and records pertaining to the property described in this Section 10.1 (Security);

(xv) all other goods and personal property of the Grantor, whether tangible or intangible, wherever located;

(xvi) all property of the Grantor held by the Lender or any Secured Party or Affiliate of the Lender or such Secured Party, including all property of every description, in the possession or custody of or in transit to the Lender or such Secured Party or Affiliate of the Lender or such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which the Grantor may have any right or power;

(xvii) to the extent not otherwise included, all monies and other property of any kind received after the Petition Date by the Grantor in connection with refunds with respect to taxes, assessments and governmental charges imposed on the Grantor or any of its property or income;

(xviii) to the extent not otherwise included, all monies and other property of any kind received by the Grantor; and

(xix) to the extent not otherwise included, all Proceeds.

SECTION 10.2 Perfection of Security Interests

(a) The Grantor shall, at its expense, perform any and all steps requested by the Lender at any time to perfect, maintain, protect, and enforce the Lender’s security interest in the Collateral of the Grantor, including (i) executing and filing financing, in lieu or continuation statements, and amendments thereof, in form and substance satisfactory to the Lender, (ii) maintaining complete and accurate stock records, (iii) using its best efforts in delivering to the

Lender negotiable warehouse receipts, if any, and, upon the Lender’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (iv) placing notations on the Grantor’s books of account to disclose the Lender’s security interest therein, (v) delivering to the Lender all documents, certificates and Instruments necessary or desirable to perfect the Lender’s Lien in letters of credit on which the Grantor is named as beneficiary and all acceptances issued in connection therewith, (vi) after the occurrence and during the continuation of an Event of Default and, subject only to any required notice provided in the Orders, transferring Inventory maintained in warehouses to other warehouses designated by the Lender and (vii) taking such other steps as are deemed necessary or desirable to maintain the Lender’s security interest in the Collateral, including title insurance policies, current as built surveys, zoning letters and certificates of occupancy, as shall be requested by the Lender, in each case satisfactory to the Lender, in its sole discretion.

(b) The Grantor hereby authorizes the Lender to execute and file financing, in lieu or continuation statements or other relevant filings and recordings on the Grantor’s behalf covering the Collateral. The Lender may file one or more financing or continuation statements or other relevant filings and recordings disclosing the Lender’s security interest under this Agreement or the other Loan Documents without the signature of the Grantor appearing thereon. The Grantor shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other relevant filings and recordings concerning the Collateral. The Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or the other Loan Documents or of a financing or continuation statement is sufficient as such filing or recording. If any Collateral is at any time in the possession or control of any warehouseman, bailee or the Grantor’s agents or processors, the Grantor shall notify such warehouseman, bailee, agents or processors of the Lender’s security interest, which notification shall specify that such Person shall, upon the occurrence and during the continuance of an Event of Default and, subject only to any required notice provided in the Orders, hold all such Collateral for the Lender’s account subject to the Lender’s instructions. From time to time, the Grantor shall, upon the Lender’s request, execute and deliver written instruments pledging to the Lender the Collateral described in any such instruments or otherwise, but the failure of the Grantor to execute and deliver such confirmatory instruments shall not affect or limit the Lender’s security interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been terminated, the Lender’s security interest in the Collateral and all Proceeds and products thereof shall continue in full force and effect.

(c) Notwithstanding clauses (a) and (b) above, or any failure on the part of the Grantor or the Lender to take any of the actions set forth in such clauses, the Liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Interim Order and the Final Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens granted by or pursuant to this Agreement, the Interim Order or the Final Order.

SECTION 10.3 Rights of Lender; Limitations on Lender’s Obligations

(a) Subject to the Grantor’s rights and duties under the Bankruptcy Code (including Section 365 of the Bankruptcy Code), it is expressly agreed by the Grantor that, anything herein to the contrary notwithstanding, the Grantor shall remain liable under its Contractual Obligations to observe and perform all the conditions and obligations to be observed

and performed by it thereunder. Neither the Lender nor any other Secured Party shall have any obligation or liability under any Contractual Obligation by reason of or arising out of this Agreement, the other Loan Documents, or the granting to the Lender of a security interest therein or the receipt by the Lender or any Lender of any payment relating to any Contractual Obligation pursuant hereto, nor shall the Lender be required or obligated in any manner to perform or fulfill any of the obligations of the Grantor under or pursuant to any Contractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contractual Obligation, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

(b) Subject to Section 10.5 (Performance by Lender of the Borrower’s Obligations), the Lender authorizes the Grantor to collect its Accounts; provided, however, that such collection shall be performed in accordance with the Grantor’s customary procedures, and the Lender may, upon the occurrence and during the continuation of any Event of Default and without notice (other than any requirement of notice provided in the Orders), limit or terminate said authority at any time.

(c) Subject to any requirement of notice provided in the Orders, the Lender may at any time, upon the occurrence and during the continuation of any Event of Default, after first notifying the Borrower of its intention to do so, notify Account Debtors, notify the other parties to the Contractual Obligations of the Borrower, notify obligors of Instruments and Investment Property of the Borrower and notify obligors in respect of Chattel Paper of the Borrower that the right, title and interest of the Borrower in and under such Accounts, such Contractual Obligations, such Instruments, such Investment Property and such Chattel Paper have been assigned to the Lender and that payments shall be made directly to the Lender. Subject to any requirement of notice provided in the Orders, upon the request of the Lender, the Borrower shall so notify such Account Debtors, such parties to Contractual Obligations, obligors of such Instruments and Investment Property and obligors in respect of such Chattel Paper. Subject to any requirement of notice provided in the Orders, upon the occurrence and during the continuance of any Event of Default, the Lender may in its own name, or in the name of others, communicate with such parties to such Accounts, Contractual Obligations, Instruments, Investment Property and Chattel Paper to verify with such Persons to the Lender’s reasonable satisfaction the existence, amount and terms of any such Accounts, Contractual Obligations, Instruments, Investment Property or Chattel Paper.

SECTION 10.4 Covenants of the Borrower with Respect to Collateral

The Grantor hereby covenants and agrees with the Lender that from and after the date of this Agreement and until the Obligations are fully satisfied:

(a) Maintenance of Records. The Grantor shall keep and maintain, at its own cost and expense, satisfactory and complete records of the Collateral, in all material respects, including a record of all payments received and all credits granted with respect to the Collateral and all other dealings concerning the Collateral. For the Lender’s further security, the Grantor agrees that the Lender shall have a property interest in all of the Grantor’s books and records pertaining to the Collateral and, upon the occurrence and during the continuation of an Event of

Default, the Grantor shall deliver and turn over any such books and records to the Lender or to its representatives at any time on demand of the Lender.

(b) Indemnification With Respect to Collateral. In any suit, proceeding or action brought by the Lender relating to any Account, Chattel Paper, Contractual Obligation, General Intangible, Investment Property, Instrument, Intellectual Property or other Collateral for any sum owing thereunder or to enforce any provision of any Account, Chattel Paper, Contractual Obligation, General Intangible, Investment Property, Instrument, Intellectual Property or other Collateral, the Grantor shall save, indemnify and keep the Secured Parties harmless from and against all expense, loss or damage suffered by the Secured Parties by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Grantor, and all such obligations of the Grantor shall be, and shall remain, enforceable against and only against the Grantor and shall not be enforceable against the Lender; provided, however, that the Borrower shall not have any obligation under this clause (b) to any Person with respect to any expense, loss or damage caused by or resulting from the gross negligence or willful misconduct of such Person, as determined by a court of competent jurisdiction in a final, non-appealable judgment or order.

(c) Limitation on Liens on Collateral. The Grantor shall not create, permit or suffer to exist, shall defend the Collateral against and shall take such other action as is necessary to remove, any Lien on the Collateral except Liens permitted under Section 8.2 (Liens, Etc.), and the Grantor shall defend the right, title and interest of the Lender in and to all of the Grantor’s rights under the Accounts, Chattel Paper, Deposit Accounts, Leases, Real Property, Contractual Obligations, Documents, General Intangibles, Instruments, Investment Property, Letter of Credit Rights, Vehicles and Commercial Tort Claims and to the Intellectual Property, Equipment and Inventory and in and to the Proceeds thereof against the claims and demands of all Persons whomsoever other than claims or demands arising out of Liens permitted under Section 8.2 (Liens, Etc.).

(d) Limitations on Modifications of Accounts. The Grantor shall not, without the Lender’s prior written consent, grant any extension of the time of payment of any of the Accounts, Chattel Paper or Instruments, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon, other than any of the foregoing done in the ordinary course of business, consistent with past practices and trade discounts granted in the ordinary course of business of the Grantor.

(e) Notices. The Grantor shall advise the Lender promptly, in reasonable detail, (i) of any Lien asserted against any of the Collateral other than Liens permitted under Section 8.2 (Liens, Etc.) and (ii) of the occurrence of any other event that would result in a Material Adverse Change with respect to the aggregate value of the Collateral or on the security interests created hereunder and under the Orders.

(f) Maintenance of Equipment. The Grantor shall keep and maintain the Equipment in good operating condition sufficient for the continuation of the business conducted by the Grantor on a basis consistent with past practices, ordinary wear and tear excepted.

(g) Pledged Collateral

(i) Upon request of the Lender, the Grantor shall (x) deliver to the Lender, all certificates and Instruments representing or evidencing any Additional Pledged Collateral, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by the Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Lender, together with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Exhibit F (Form of Pledge Amendment) (a “Pledge Amendment”), in respect of such Additional Pledged Collateral and authorizes the Lender to attach each such Pledge Amendment to this Agreement and (y) maintain all other Pledged Collateral constituting Investment Property in a control account subject to an effective control agreement in favor of the Lender, in form and substance reasonably satisfactory to the Lender. The Lender shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Lender shall have the right at any time to exchange certificates or instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

(ii) Except as provided in Section 10.7 (Remedies; Rights Upon Default), the Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends with respect to the Pledged Collateral). Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, any distribution of capital made on or in respect of any of the Pledged Collateral or any property distributed upon or with respect to any of the Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Lender, be delivered to the Lender to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Grantor, the Grantor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of the Grantor, as additional security for the Obligations.

(iii) Except as provided in Section 10.7 (Remedies; Rights Upon Default), the Grantor shall be entitled to exercise all voting, consent and corporate rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by the Grantor that would impair the Collateral or that otherwise would be inconsistent with or result in any violation of any provision of this Agreement or any other Loan Document or, without prior notice to the Lender, to enable or take any other action to permit any issuer of Pledged Collateral to issue any Stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock or other equity securities of any nature of any issuer of Pledged Collateral.

(iv) The Grantor shall not agree to any amendment of an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of

the security interest of the Lender in the Pledged Partnership Interests or Pledged LLC Interests pledged by the Grantor hereunder, including any amendment electing to treat the membership interest or partnership interest of the Grantor as a Security.

(h) Intellectual Property

(i) The Grantor (either itself or through licensees) shall (A) continue to use each Trademark that is Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (B) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (C) not adopt or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Lender shall obtain a perfected security interest in such mark pursuant to this Agreement and (D) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.

(ii) The Grantor (either itself or through licensees) shall not do any act, or omit to do any act, whereby any Patent that is Material Intellectual Property may become forfeited, abandoned or dedicated to the public.

(iii) The Grantor (either itself or through licensees) (A) shall not (and shall not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of the Copyrights that is Material Intellectual Property may become invalidated or otherwise impaired and (B) shall not (either itself or through licensees) do any act whereby any portion of the Copyrights that is Material Intellectual Property may fall into the public domain.

(iv) The Grantor (either itself or through licensees) shall not do any act, or omit to do any act, whereby any trade secret that is Material Intellectual Property may become publicly available or otherwise unprotectable.

(v) The Grantor (either itself or through licensees) shall not do any act that knowingly uses any Material Intellectual Property to infringe the intellectual property rights of any other Person.

(vi) The Grantor shall notify the Lender immediately if it knows, or has reason to know, that any application or registration relating to any Material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding the Grantor’s ownership of, right to use, interest in, or the validity of, any Material Intellectual Property or the Grantor’s right to register the same or to own and maintain the same.

(vii) Whenever the Grantor, either by itself or through any agent, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States

Copyright Office or any similar office or agency within or outside the United States, the Grantor shall report such filing to the Lender within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Lender, the Grantor shall execute, deliver and have recorded, any and all agreements, instruments, documents and papers as the Lender may request to evidence the Lender’s security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.

(viii) The Grantor shall take all reasonable actions necessary or requested by the Lender, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of any Copyright, Trademark or Patent that is Material Intellectual Property, including filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings.

(ix) In the event that any Material Intellectual Property is infringed upon or misappropriated or diluted by a third party, the Grantor shall notify the Lender promptly after the Grantor learns thereof. The Grantor shall take appropriate action in response to such infringement, misappropriation of dilution, including promptly bringing suit for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation of dilution, and shall take such other actions as may be appropriate in its reasonable judgment under the circumstances to protect such Material Intellectual Property.

SECTION 10.5 Performance by Lender of the Borrower’s Obligations

If the Grantor fails to perform or comply with any of its agreements contained herein and the Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of the Lender incurred in connection with such performance or compliance, together with interest thereon at the rate then in effect in respect of the Revolving Loans, shall be payable by the Grantor to the Lender on demand and shall constitute Obligations secured by the Collateral. Performance of the Grantor’s obligations as permitted under this Section 10.5 shall in no way constitute a violation of the automatic stay provided by Section 362 of the Bankruptcy Code and the Grantor hereby waives applicability thereof. Moreover, the Lender shall in no way be responsible for the payment of any costs incurred in connection with preserving or disposing of Collateral pursuant to clause (c) of Section 506 of the Bankruptcy Code and the Collateral may not be charged for the incurrence of any such cost.

SECTION 10.6 Limitation on Lender’s Duty in Respect of Collateral

The Lender shall not have any duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of it or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except that the Lender shall, with respect to the Collateral in its possession or under its control, deal with such Collateral in the same manner as the Lender deals with similar property for its own account.

Upon request of the Borrower, the Lender shall account for any moneys received by it in respect of any foreclosure on or disposition of the Collateral of the Grantor.

SECTION 10.7 Remedies; Rights Upon Default

(a) If any Event of Default shall occur and be continuing and, subject only to any required notice provided in the Orders, the Lender may exercise in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Grantor expressly agrees that, during any such occurrence and continuance of any Event of Default (subject only to any required notice provided in the Orders), the Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) to or upon the Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable Requirements of Law), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any of the Lender’s offices or elsewhere at such prices at it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Lender shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Grantor hereby releases. The Grantor further agrees that, during any such occurrence and continuance of any Event of Default (subject only to any required notice provided in the Orders), at the Lender’s request, it shall assemble the Collateral and make it available to the Lender at places the Lender shall reasonably select, whether at the Grantor’s premises or elsewhere. The Lender shall apply the proceeds of any such collection, recovery, receipt, appropriation, realization or sale (net of all expenses incurred by the Lender in connection therewith, including attorney’s fees and expenses), to the Obligations in any order deemed appropriate by the Lender, the Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Lender of any other amount required by any provision of law, need the Lender account for the surplus, if any, to the Grantor. To the maximum extent permitted by applicable Requirements of Law, the Grantor waives all claims, damages, and demands against the Lender and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Lender. The Grantor agrees that the Lender need not give more than ten (10) days’ notice to the Borrower (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to the Borrower at its address referred to in Section 11.7 (Notices, Etc.)) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which the Lender is entitled, the Grantor also being liable for the fees and expenses of any attorneys employed by the Lender to collect such deficiency.

(b) The Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable Requirements of Law) of any kind in connection with this Agreement or any Collateral.

(i) Upon the occurrence and during the continuance of an Event of Default (subject only to any required notice provided in the Orders), if the Lender shall give notice of its intent to exercise such rights to the Grantor, (A) the Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein and (B) the Lender or its nominee may exercise (1) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability except to account for property actually received by it, but the Lender shall have no duty to the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(ii) In order to permit the Lender to exercise the voting and other consensual rights it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions it may be entitled to receive hereunder, (A) the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Lender all such proxies, dividend payment orders and other instruments as the Lender may from time to time reasonably request and (B) without limiting the effect of clause (i) above, the Grantor hereby grants to the Lender an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations.

(iii) The Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Grantor to (A) comply with any instruction received by it from the Lender in writing that (1) states that an Event of Default has occurred and is continuing and (2) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Grantor, and the Grantor agrees that such issuer shall be fully protected in so complying, and (B) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Lender.

(d) If the Borrower fails to perform or comply with any of its agreements contained herein and the Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of the Lender incurred in connection with such performance or compliance shall be payable by the Borrower to the Lender on demand and shall constitute Obligations secured by the Collateral. Performance of the Borrower’s obligations as permitted under this Section 10.7 shall in no way constitute a violation of the automatic stay provided by Section 105(a) or 362 of the Bankruptcy Code and the Borrower hereby waives applicability thereof. Moreover, the Lender shall in no way be responsible for the payment of any costs incurred in connection with preserving or disposing of Collateral pursuant to Section 506(c) of the Bankruptcy Code and the Collateral shall not be charged for the incurrence of any such cost by any entity.

SECTION 10.8 The Lender’s Appointment as Attorney-in-Fact

(a) The Grantor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its and its Subsidiaries true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantor and in the name of the Grantor, or in its own name, from time to time in the Lender’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action, and to execute and deliver any and all documents and instruments, that may be necessary and desirable to accomplish the purposes of this Agreement and the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby give the Lender the power and right, on behalf of the Grantor, without notice to or assent by the Grantor to do the following (other than any notice required in the Orders) upon the occurrence and during the continuance of an Event of Default:

(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of the Grantor, its own name or otherwise, to take possession of, and endorse and collect, any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable;

(ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and

(iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Lender or as the Lender shall direct, (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral, (C) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors,

assignments, verifications and notices in connection with accounts and other documents constituting or relating to the Collateral, (D) to commence and prosecute any suits, actions or proceedings at law or equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (E) to defend any suit, action or proceeding brought against the Grantor with respect to any Collateral of the Grantor, (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Lender may deem appropriate, (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Trademarks, throughout the world for such term or terms, on such conditions, and in such manner, as the Lender shall in its sole discretion determine and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Grantor’s expense, at any time, or from time to time, all acts and things the Lender reasonably deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as the Grantor might do.

(b) The Lender agrees that it will forbear from exercising the power of attorney or any rights granted to the Lender pursuant to this Section 10.8, except upon the occurrence or during the continuation of an Event of Default. The Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. Exercise by the Lender of the powers granted hereunder is not a violation of the automatic stay provided by Section 362 of the Bankruptcy Code and the Grantor waives applicability thereof. The power of attorney granted pursuant to this Section 10.8 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full.

(c) The powers conferred on the Lender hereunder are solely to protect the Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Grantor for any act or failure to act, except for its own gross negligence or willful misconduct.

(d) The Grantor also authorizes the Lender, at any time and from time to time upon the occurrence and during the continuation of any Event of Default (subject to any required notice provided in the Orders), (i) to communicate in its own name or the name of its Subsidiaries with any party to any Contractual Obligation with regard to the assignment of the right, title and interest of the Grantor in and under the Contractual Obligations hereunder and other matters relating thereto and (ii) to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

(e) All Obligations shall constitute, in accordance with Section 364(c)(1) of the Bankruptcy Code, claims against the Borrower and each other Grantor in its Case that are administrative expense claims having priority over any all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve-Out.

SECTION 10.9 Modifications

(a) The Liens, Lien priority, administrative priorities and other rights and remedies granted to the Lender pursuant to this Agreement, the Interim Order or the Final Order (including the existence, perfection and priority of the Liens provided herein and therein and the administrative priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of Indebtedness by the Grantor (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by any dismissal or conversion of the Case, or by any other act or omission whatsoever. Without limitation, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission:

(i) except for the Carve-Out having priority over the Obligations, no costs or expenses of administration that have been or may be incurred in the Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or shall be prior to or on a parity with any claim of the Lender against the Grantor in respect of any Obligation;

(ii) the Liens granted herein shall constitute valid and perfected first priority Liens and security interests (subject only to (A) the Carve-Out, (B) valid, perfected, enforceable and nonavoidable Liens of record existing immediately prior to the Petition Date and (C) Liens permitted under Section 8.2(d) (Liens, Etc.)) in accordance with subclauses (2) and (3) of clause (c) of section 364 of the Bankruptcy Code and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or any other Person whatsoever; and

(iii) the Liens granted hereunder shall continue valid and perfected without the necessity that financing statements be filed or that any other action be taken under applicable nonbankruptcy law.

(b) Notwithstanding any failure on the part of the Grantor or the Lender to perfect, maintain, protect or enforce the Liens in the Collateral granted hereunder, the Interim Order and the Final Order (when entered) shall, automatically and without further action by any Person, perfect such Liens against the Collateral.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Amendments, Waivers, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Lender and, in the case of any amendment, by the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 11.2 Assignments

(a) The Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, and the Letters of Credit); provided, however, that (i) any such assignment shall cover the same percentage of the Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, and (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

(b) The parties to each such assignment shall execute and deliver to the Lender, for its acceptance and recording, an Assignment and Acceptance, together with any Revolving Credit Note (if the assigning Lender’s Loans are evidenced by a Revolving Credit Note) subject to such assignment. Upon the execution, delivery, acceptance and recording of any Assignment and Acceptance from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto).

(c) The Lender shall maintain at its address referred to in Section 11.7 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Revolving Credit Commitments of and principal amount of the Loans and Letter of Credit Obligations owing to each Lender from time to time (the “Register”). Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and the Lenders may treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Notwithstanding anything to the contrary contained in clause (b) above, the Loans (including the Revolving Credit Notes evidencing such Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register. A Revolving Credit Note shall only evidence the Lender’s or an assignee’s right, title and interest in and to the related Loan, and in no event is any such Revolving Credit Note to be considered a bearer instrument or obligation. This Section 11.2 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this and for tax purposes

only, the Lender shall act as the Borrower’s agent for purposes of maintaining such notations of transfer in the Register.

(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Lender shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Lender, new Revolving Credit Notes to the order of such assignee in an amount equal to the Revolving Credit Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Revolving Credit Note for exchange in connection with the assignment and has retained Revolving Credit Commitments hereunder, new Revolving Credit Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitments retained by it hereunder. Such new Revolving Credit Notes shall be dated the same date as the surrendered Revolving Credit Notes and be in substantially the form of Exhibit B (Form of Revolving Credit Note).

SECTION 11.3 Costs and Expenses

(a) The Borrower agrees upon demand to pay, or reimburse the Lender for, all of the Lender’s reasonable internal and external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature (including the reasonable fees, expenses and disbursements of the Lender’s counsel, Weil, Gotshal & Manges LLP, local legal counsel, auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents) incurred by the Lender in connection with any of the following: (i) the Lender’s audit and investigation of the Borrower and its Subsidiaries in connection with the preparation, negotiation or execution of any Loan Document or Lender’s periodic audits of the Borrower or any of its Subsidiaries, as the case may be, (ii) the preparation, negotiation, execution or interpretation of this Agreement (including the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions to Loans and Letters of Credit)), any Loan Document or any proposal letter or commitment letter issued in connection therewith or the making of the Loans hereunder, (iii) the creation, perfection or protection of the Liens under any Loan Document (including any reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Lender’s rights and responsibilities hereunder and under the other Loan Documents, (v) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any court proceeding relating in any way to the Obligations, the Borrower, this Agreement or any other Loan Document, (vii) the response to, and preparation for, any subpoena or request for document production with which the Lender is served or deposition or other proceeding in which the Lender is called to testify, in each case, relating in any way to the Obligations, the Borrower, any of the Borrower’s Subsidiaries, this Agreement or any of the other Loan Documents or (viii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation and execution of the same.

(b) The Borrower further agrees to pay or reimburse the Lender upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (including

allocated costs of internal counsel and costs of settlement), incurred by the Lender in connection with any of the following: (i) in enforcing any Loan Document or Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Borrower, any of the Borrower’s Subsidiaries and related to or arising out of the transactions contemplated hereby or by any other Loan Document or (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above.

SECTION 11.4 Indemnities

(a) The Borrower agrees to indemnify and hold harmless the Lender, and each of its respective Affiliates (other than the Borrower and its Subsidiaries), and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions to Loans and Letters of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 to an Indemnitee (i) with respect to any Indemnified Matter primarily caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, or (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.12 (Taxes).

(b) The Borrower shall indemnify the Lender, for, and hold the Lender, harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Lender, for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of the Borrower or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

(c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding in each case contemplated in clause (a) above, and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding, the Borrower shall promptly do so,

and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, or litigation or proceeding, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.

(d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 11.4) or any other Loan Document shall (i) survive payment in full of the Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.

SECTION 11.5 Limitation of Liability

The Borrower agrees that no Indemnitee shall have any liability (whether in contract, tort or otherwise) to the Borrower or any of its Subsidiaries or any of their respective equity holders or creditors for or in connection with the transactions contemplated hereby and in the other Loan Documents, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. The Borrower hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

SECTION 11.6 Right of Set-off

Upon the occurrence and during the continuance of any Event of Default the Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all Indebtedness at any time owing by the Lender or its Affiliates (other than the Borrower and its Subsidiaries) to or for the credit or the account of the Borrower against any and all of the Obligations now or hereafter existing, whether or not the Lender shall have made any demand under this Agreement or any other Loan Document and even though such Obligations may be unmatured. The Lender agrees promptly to notify the Borrower after any such set-off and application made by the Lender or its Affiliates (other than the Borrower and its Subsidiaries); provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section 11.6 are in addition to the other rights and remedies (including other rights of set-off) that the Lender may have.

SECTION 11.7 Notices, Etc.

All notices, demands, requests and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and addressed to the party to be notified as follows:

(a) if to the Borrower:

DIRECTV Latin America, LLC

2400 E. Commercial Boulevard

Fort Lauderdale, Florida 33308

Attention: Chief Financial Officer

Telecopy no.: (954) 958-3483

with a copy to:

Mayer, Brown, Rowe & Maw

190 South LaSalle Street

Chicago, Illinois 60603

Attention: John F. Lawlor

Telecopy no.: (312) 706-8163

(b) if to the Lender:

Hughes Electronics Corporation

200 N. Sepulveda Boulevard

El Segundo, California 90245

Attention: David W. Baker

Telecopy no.: (310) 648-3382

with a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Warren T. Buhle

Telecopy no.: (212) 310-8007

or at such other address as shall be notified in writing. All such notices and communications shall be effective upon personal delivery (if delivered by hand, including any overnight courier service), when deposited in the mails (if sent by mail), or when properly transmitted (if sent by electronic mail or another telecommunications device); provided, however, that notices and communications to the Lender pursuant to Article II (The Facility) shall not be effective until received by the Lender.

SECTION 11.8 No Waiver; Remedies

No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 11.9 Binding Effect

This Agreement shall become effective when it shall have been executed by the Borrower and the Lender and thereafter shall be binding upon and inure to the benefit of the Borrower, the Lender and, in each case, their respective successors and assigns; provided, however, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender.

SECTION 11.10 Governing Law

This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York and any applicable laws of the United States of America, including the Bankruptcy Code.

SECTION 11.11 Submission to Jurisdiction; Service of Process

(a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the Bankruptcy Court or in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b) The Borrower hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the Borrower at its address specified in Section 11.7 (Notices, Etc.). Without limiting the Borrower’s right to appeal, the Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Nothing contained in this Section 11.11 shall affect the right of the Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction.

(d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Lender could purchase Dollars with such other currency at the spot rate of exchange quoted by the at 11:00 a.m. (California time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

SECTION 11.12 Waiver of Jury Trial

Each of the Lender and the Borrower irrevocably waives trial by jury in any action or proceeding with respect to this Agreement or any other Loan Document.

SECTION 11.13 Marshaling; Payments Set Aside

The Lender shall not be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Lender or the Lender receives payment from the proceeds of the Collateral or exercises its rights of setoff, and such payment or

payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff, had not occurred.

SECTION 11.14 Section Titles

The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection hereof immediately followed by a reference in parenthesis to the title of the Section containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection not to the entire Section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such Section, the reference to the title shall govern absent manifest error. If any reference to the number of a Section (but not to any clause, sub-clause or subsection thereof) is followed immediately by a reference in parenthesis to the title of a Section, the title reference shall govern in case of direct conflict absent manifest error.

SECTION 11.15 Execution in Counterparts

This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all parties shall be lodged with the Borrower and the Lender.

SECTION 11.16 Entire Agreement

This Agreement, together with all of the other Loan Documents and all certificates and documents delivered hereunder or thereunder, embodies the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

SECTION 11.17 Confidentiality

(a) The Borrower and the Lender hereby agree that each of the Borrower and the Lender (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors) is, and has been from the commencement of discussions with respect to the Facility, permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Internal Revenue Code Sections 6011, 6111 and 6112 and the regulations promulgated thereunder) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to the Borrower or the Lender related to such structure and tax aspects. In this regard, each of the

Borrower and the Lender acknowledges and agrees that its disclosure of the structure or tax aspects of the Facility is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding). Furthermore, each of the Borrower and the Lender acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information relating to the structure or tax aspects of the Facility is limited in any other manner (such as where the Facility is claimed to be proprietary or exclusive) for the benefit of any other Person. To the extent that disclosure of the structure or tax aspects of the Facility by the Borrower or the Lender is limited by any existing agreement between the Borrower and the Lender, such limitation is agreed to be void ab initio and such agreement is hereby amended to permit disclosure of the structure and tax aspects of the Facility as provided in this paragraph (a).

(b) Subject to paragraph (a) of this Section 11.17, the Lender may not disclose to any Person any confidential, proprietary or non-public information of the Borrower furnished to the Lender by the Borrower (such information being referred to collectively herein as the “Borrower Information”), except that the Lender may disclose Borrower Information (i) to its and its affiliates’ employees, officers, directors, agents and advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Borrower Information and instructed to keep such Borrower Information confidential on substantially the same terms as provided herein), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.17, to any assignee of, or any prospective assignee of, any of its rights or obligations under this Agreement, (vii) to the extent such Borrower Information (A) is or becomes generally available to the public on a non-confidential basis other than as a result of a breach of this Section 11.17 by the Lender, or (B) is or becomes available to the Lender on a nonconfidential basis from a source other than the Borrower and (viii) with the written consent of the Borrower.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

DIRECTV LATIN AMERICA, LLC, as Borrower

By:
		Name:
		Title:

HUGHES ELECTRONICS CORPORATION, as Lender

By:
		Name:
		Title:

TABLE OF CONTENTS

		Page
ARTICLE I

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS		1

SECTION 1.1	Defined Terms	1
SECTION 1.2	Computation of Time Periods	18
SECTION 1.3	Accounting Terms and Principles	18
SECTION 1.4	Certain Terms	19

ARTICLE II

THE FACILITY		20

SECTION 2.1	The Revolving Credit Commitments	20
SECTION 2.2	Borrowing Procedures	20
SECTION 2.3	Letters of Credit	21
SECTION 2.4	Reduction and Termination of the Revolving Credit Commitments	23
SECTION 2.5	Repayment of Loans	23
SECTION 2.6	Evidence of Debt	23
SECTION 2.7	Optional Prepayments	24
SECTION 2.8	Mandatory Prepayments	24
SECTION 2.9	Interest	24
SECTION 2.10	Letter of Credit Fees	25
SECTION 2.12	Taxes	27

ARTICLE III

CONDITIONS TO LOANS AND LETTERS OF CREDIT		28

SECTION 3.1	Conditions Precedent to Initial Loans and Letters of Credit	28
SECTION 3.2	Conditions Precedent to Each Loan and Letter of Credit	30

ARTICLE IV

REPRESENTATIONS AND WARRANTIES		31

SECTION 4.1	Valid Existence; Compliance with Law	31
SECTION 4.2	Power; Authorization; Enforceable Obligations	31
SECTION 4.3	Subsidiaries	32
SECTION 4.4	Financial Statements	32
SECTION 4.5	Material Adverse Change	33
SECTION 4.6	Litigation	33
SECTION 4.7	Full Disclosure	33
SECTION 4.8	Margin Regulations	34
SECTION 4.9	No Burdensome Restrictions; No Defaults	34
SECTION 4.10	Investment Company Act; Public Utility Holding Company Act	34

TABLE OF CONTENTS

(continued)

		Page
SECTION 4.11	Use of Proceeds	34
SECTION 4.12	Labor Matters	35
SECTION 4.13	ERISA	35
SECTION 4.14	Environmental Matters	36
SECTION 4.15	Intellectual Property	36
SECTION 4.16	Title; Real Property	36
SECTION 4.17	Secured, Super-Priority Obligations	37
SECTION 4.18	Title; No Other Liens	37
SECTION 4.19	Pledged Collateral	37
SECTION 4.20	Intellectual Property	38

ARTICLE V

FINANCIAL COVENANTS		38

SECTION 5.1	Minimum EBITDA	39
SECTION 5.2	Capital Expenditures	39
SECTION 5.3	Minimum Revenue	39

ARTICLE VI

REPORTING COVENANTS		39

SECTION 6.1	Financial Statements	39
SECTION 6.2	Default Notices	40
SECTION 6.3	Litigation	40
SECTION 6.4	Asset Sales	40
SECTION 6.5	Press Releases	41
SECTION 6.6	Labor Relations	41
SECTION 6.8	Environmental Matters	41
SECTION 6.9	Material Contracts	42
SECTION 6.10	Bankruptcy Court	42
SECTION 6.11	Other Information	42

ARTICLE VII

AFFIRMATIVE COVENANTS		42

SECTION 7.1	Preservation of Valid Existence, Etc.	42
SECTION 7.2	Compliance with Laws, Etc.	42
SECTION 7.3	Conduct of Business	42
SECTION 7.4	Access	43
SECTION 7.5	Keeping of Books	43

TABLE OF CONTENTS

(continued)

		Page
SECTION 7.6	Maintenance of Properties, Etc.	43
SECTION 7.7	Application of Proceeds	43
SECTION 7.8	Chapter 11 Case	43

ARTICLE VIII

NEGATIVE COVENANTS		44

SECTION 8.1	Indebtedness	44
SECTION 8.2	Liens, Etc.	45
SECTION 8.3	Investments	46
SECTION 8.4	Sale of Assets	46
SECTION 8.5	Restricted Payments	47
SECTION 8.6	Prepayment and Cancellation of Indebtedness	47
SECTION 8.7	Restriction on Fundamental Changes	48
SECTION 8.8	Change in Nature of Business	48
SECTION 8.9	Accounting Changes; Fiscal Year	48
SECTION 8.10	Chapter 11 Claims; Adequate Protection	48
SECTION 8.11	The Orders	48

ARTICLE IX

EVENTS OF DEFAULT		49

SECTION 9.1	Events of Default	49
SECTION 9.2	Remedies	51
SECTION 9.3	Actions in Respect of Letters of Credit	51
SECTION 9.4	Rescission	52

ARTICLE X

SECURITY		52

SECTION 10.1	Security	52
SECTION 10.2	Perfection of Security Interests	53
SECTION 10.3	Rights of Lender; Limitations on Lender’s Obligations	54
SECTION 10.4	Covenants of the Borrower with Respect to Collateral	55
SECTION 10.5	Performance by Lender of the Borrower’s Obligations	59
SECTION 10.6	Limitation on Lender’s Duty in Respect of Collateral	59
SECTION 10.7	Remedies; Rights Upon Default	60
SECTION 10.8	The Lender’s Appointment as Attorney-in-Fact	62
SECTION 10.9	Modifications	64

ARTICLE XI

MISCELLANEOUS		64

iii

TABLE OF CONTENTS

(continued)

SECTION 11.1	Amendments, Waivers, Etc.	64
SECTION 11.2	Assignments	65
SECTION 11.3	Costs and Expenses	66
SECTION 11.4	Indemnities	67
SECTION 11.5	Limitation of Liability	68
SECTION 11.6	Right of Set-off	68
SECTION 11.7	Notices, Etc.	68
SECTION 11.8	No Waiver; Remedies	69
SECTION 11.9	Binding Effect	69
SECTION 11.10	Governing Law	70
SECTION 11.11	Submission to Jurisdiction; Service of Process	70
SECTION 11.12	Waiver of Jury Trial	70
SECTION 11.13	Marshaling; Payments Set Aside	70
SECTION 11.14	Section Titles	71
SECTION 11.15	Execution in Counterparts	71
SECTION 11.16	Entire Agreement	71
SECTION 11.17	Confidentiality	71

SCHEDULES

Schedule 4.2	—	Consents
Schedule 4.3	—	Ownership of Subsidiaries
Schedule 4.5	—	Material Adverse Change
Schedule 4.12	—	Labor Matters
Schedule 4.13	—	List of Plans
Schedule 4.16	—	Real Property
Schedule 4.18	—	Title
Schedule 4.19	—	Pledged Collateral
Schedule 4.20	—	Intellectual Property
Schedule 6.1(a)	—	Financial Reports
Schedule 8.1	—	Existing Indebtedness
Schedule 8.2	—	Existing Liens
Schedule 8.3	—	Existing Investments
Schedule 10.1	—	Commercial Tort Claims

EXHIBITS

EXHIBIT A	—	Form of Assignment and Acceptance
EXHIBIT B	—	Form of Revolving Credit Note
EXHIBIT C	—	Form of Notice of Borrowing
EXHIBIT D	—	Form of Letter of Credit Request
EXHIBIT E	—	Form of Opinion of Counsel for the Borrower
EXHIBIT F	—	Form of Pledge Amendment
EXHIBIT G	—	Form of Interim Order