Liberty Entertainment, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 8th, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware

This AGREEMENT is made and entered into as of this [ ] day of [ ], 2009, by and between Liberty Entertainment, Inc., a Delaware corporation (the "Company"), and [ ] (the "Indemnitee").

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U.S.$650,000,000 CREDIT AGREEMENT Dated as of May 3, 2009 Between GREENLADY CORP. as Borrower and THE DIRECTV GROUP, INC. as Lender
Credit Agreement • October 14th, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • New York

This Credit Agreement, dated as of May 3, 2009 (this "Agreement"), is entered into by and between Greenlady Corp., a Delaware corporation (the "Borrower"), and The DIRECTV Group, Inc., a Delaware corporation ("DTV"), as Lender (as hereinafter defined).

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AMENDMENT NO. 2 TO VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT
First 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").

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AMENDMENT NO. 1 TO VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • October 14th, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware

THIS AMENDMENT NO. 1 TO THE VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT (this "Amendment"), dated as of July 29, 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").

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AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
The 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").

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FORM OF REORGANIZATION AGREEMENT between Liberty Media Corporation and Liberty Entertainment, Inc. Dated as of [ • ], 2009
Reorganization 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").

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TAX SHARING AGREEMENT BETWEEN LIBERTY MEDIA CORPORATION AND LIBERTY ENTERTAINMENT, INC.
Tax Sharing Agreement • June 8th, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware

THIS TAX SHARING AGREEMENT (this "Agreement") is entered into as of [ ], between Liberty Media Corporation, a Delaware corporation ("LMC"), and Liberty Entertainment, Inc., a Delaware corporation ("LEI"). Unless otherwise indicated, all "Section" references in this Agreement are to sections of this Agreement.

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FORM OF SERVICES AGREEMENT
Of 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").

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VOTING, STANDSTILL, NON-COMPETITION AND NON-SOLICITATION AGREEMENT May 3, 2009
Solicitation Agreement • October 14th, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware

This Voting, Standstill, Non-Competition and Non-Solicitation Agreement, dated as of May 3, 2009 (this "Agreement"), is by and among Liberty Media Corporation, a Delaware corporation ("Liberty"), DIRECTV, a Delaware corporation formed as a direct, wholly-owned Subsidiary of The DIRECTV Group, Inc. ("Holdings"), The DIRECTV Group, Inc., a Delaware corporation ("DIRECTV"), Liberty Entertainment, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Liberty ("Splitco"), Greenlady Corporation, a Delaware corporation ("Greenlady Corp."), and Greenlady II, LLC, a Delaware limited liability company ("Greenlady II", together with Greenlady Corp., the "Greenlady Entities" and each, a "Greenlady Entity").

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VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT May 3, 2009
Liberty Entertainment, Inc. • October 14th, 2009 • Cable & other pay television services • Delaware
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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • July 30th, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware

THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of July 29, 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").

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LIBERTY MEDIA CORPORATION 12300 Liberty Boulevard Englewood, CO 80112 LIBERTY ENTERTAINMENT, INC. 12300 Liberty Boulevard Englewood, CO 80112
Liberty Entertainment, Inc. • October 14th, 2009 • Cable & other pay television services

Reference is made to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, 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, and DTVG Two, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings. Capitalized terms utilized herein and not otherwise defined will have the meaning given to such terms in the Merger Agreement.

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AGREEMENT AND PLAN OF MERGER Dated as of May 3, 2009 by and among LIBERTY MEDIA CORPORATION, LIBERTY ENTERTAINMENT, INC., THE DIRECTV GROUP, INC. DIRECTV, DTVG ONE, INC., and DTVG TWO, INC.
Agreement and Plan of Merger • June 8th, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of May 3, 2009 (this "Agreement"), is 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"). Certain terms used in this Agreement are used as defined in Section 10.10.

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LIBERTY MEDIA CORPORATION 12300 Liberty Boulevard Englewood, CO 80112 LIBERTY ENTERTAINMENT, INC. 12300 Liberty Boulevard Englewood, CO 80112
Liberty Entertainment, Inc. • June 8th, 2009 • Cable & other pay television services

Reference is made to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, 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, and DTVG Two, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings. Capitalized terms utilized herein and not otherwise defined will have the meaning given to such terms in the Merger Agreement.

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STANDSTILL AGREEMENT
Standstill 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.

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FORM OF SERVICES AGREEMENT
Of Services Agreement • October 14th, 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").

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U.S.$300,000,000 REVOLVING CREDIT AGREEMENT Dated as of May 3, 2009 Between GREENLADY CORP. as Borrower and LIBERTY MEDIA CORPORATION as Lender
Credit Agreement • October 14th, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • New York

This Credit Agreement, dated as of May 3, 2009 (this "Agreement"), is entered into by and between Greenlady Corp., a Delaware corporation (the "Borrower"), and Liberty Media Corporation, a Delaware corporation ("LMC"), as Lender (as hereinafter defined).

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FORM OF SERVICES AGREEMENT
Form of Services Agreement • April 24th, 2009 • Liberty Entertainment, Inc. • 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").

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