AMENDMENT NO. 2 TO VOTING AND RIGHT OF FIRST REFUSAL AGREEMENTFirst Refusal Agreement • October 2nd, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware
THIS AMENDMENT NO. 2 TO THE VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT (this "Amendment"), dated as of October 2, 2009, is made by and among Liberty Entertainment, Inc., a Delaware corporation ("Splitco"), The DIRECTV Group, Inc., a Delaware corporation ("DIRECTV"), DIRECTV, a Delaware corporation formed as a direct, wholly-owned Subsidiary of DIRECTV ("Holdings"), Dr. John C. Malone ("Dr. Malone"), Mrs. Leslie Malone, The Tracy L. Neal Trust A (the "Tracy Trust") and The Evan D. Malone Trust A (the "Evan Trust," and together with Dr. Malone, Mrs. Malone and the Tracy Trust, collectively, the "Malones" and each a "Malone").
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • October 2nd, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware
THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of October 2, 2009, is made by and among LIBERTY MEDIA CORPORATION, a Delaware corporation ("Liberty"), LIBERTY ENTERTAINMENT, INC., a Delaware corporation and an indirect, wholly-owned Subsidiary of Liberty ("Splitco"), THE DIRECTV GROUP, INC., a Delaware corporation ("DIRECTV"), DIRECTV, a Delaware corporation and a direct, wholly-owned Subsidiary of DIRECTV ("Holdings"), DTVG ONE, INC., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings ("Merger Sub One"), and DTVG TWO, INC., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings ("Merger Sub Two").
FORM OF REORGANIZATION AGREEMENT between Liberty Media Corporation and Liberty Entertainment, Inc. Dated as of [ • ], 2009Reorganization Agreement • October 2nd, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this "Agreement"), dated as of [ • ], 2009, is entered into by and between LIBERTY MEDIA CORPORATION, a Delaware corporation ("LMC"), and LIBERTY ENTERTAINMENT, INC., a Delaware corporation ("LEI").
FORM OF SERVICES AGREEMENTOf Services Agreement • October 2nd, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware
SERVICES AGREEMENT (this "Agreement"), dated as of [ ], 2009 (the "Effective Date"), is entered into by and between Liberty Entertainment, Inc., a Delaware corporation (the "Corporation"), and Liberty Media Corporation, a Delaware corporation (the "Provider").
STANDSTILL AGREEMENTStandstill Agreement • October 2nd, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware
This AGREEMENT (this "Agreement") is made and entered into as of , 2009, by and among DIRECTV, a Delaware corporation (the "Company"), on the one hand, and each of John C. Malone ("JCM"), Leslie Malone ("LM"), The Tracy L. Neal Trust A (the "Tracy Trust") and The Evan D. Malone Trust A (such trust, collectively with JCM, LM and the Tracy Trust, the "Malones" and each individually, a "Malone"), on the other hand.
