0001047469-09-008919 Sample Contracts

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. 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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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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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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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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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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