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  Exhibit 10.1    
    


 EXECUTION VERSION  


 The DIRECTV Group, Inc.
  2230 East Imperial Highway

El Segundo, California 90245 


August 27,
2010



Globo
Comunicação e Participações S.A.

Avenida Afrãnio de Melo Franco, 135—Leblon

Rio de Janeiro, 22430-060

Brasil

Attn:    Mr. Jorge Nobrega

             Mrs. Rossana Fontenele 



Ladies
and Gentlemen: 


        Reference
is made to that certain Exchange Rights Agreement dated as of October 8, 2004 (the "Exchange Rights Agreement"), by and
among Globo Comunicações e Participações S.A. ("Globo"), The News Corporation Limited
and The DIRECTV Group, Inc. ("DIRECTV"), and the letter dated June 1, 2010 (the "Globo
Letter"), from Globo to DIRECTV. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Exchange Rights Agreement. Globo and DIRECTV
are collectively referred to herein as the "Parties" and each a "Party." 


        WHEREAS,
pursuant to the Exchange Rights Agreement and the Globo Letter, Globo has submitted an Exchange Notice to DIRECTV in respect of 178,830,000 Exchange Shares as a result of which
each of DIRECTV and Globo has retained its respective Bank to appraise the value of the Exchange Shares; 


        WHEREAS,
the Parties desire to clarify and agree on certain matters related to the Valuations to be delivered pursuant to the Exchange Rights Agreement; 


        NOW,
THEREFORE, the Parties hereby agree as follows: 


        1.     The
term "enterprise value" in the Exchange Rights Agreement is hereby deleted and replaced by the term "equity value." 


        2.     If
the Valuation delivered by a Bank with respect to the Exchange Shares is presented as a range of values rather than a specific value, then the Valuation of such Bank
shall, for purposes of Sections 3.2.2.5(a), 3.2.2.5(b) and 3.2.2.5(e) of the Exchange Rights Agreement, be deemed to be the arithmetic mean of such range of values. 



        3.     Each
Party shall not, and shall instruct its respective Bank not to, (i) communicate or discuss, in writing or orally, with the Third Bank any matters relating to
the Valuations or the Company, and (ii) provide the Third Bank with any information regarding the Company or any valuation guidance relating to the Company, provided that, for the avoidance of
doubt, the Parties shall furnish the Third Bank with the complete Valuations in the form delivered by the Banks (provided that such complete Valuations shall be based as to information regarding the
Company solely on the Materials and the Banks' Materials Discussion), and the Parties shall have the right to participate in the Third Bank Materials Discussion. 



        4.     Notwithstanding
the requirement in Section 3.2.2.3 of the Exchange Rights Agreement that each Bank deliver its Valuation not later than 20 Business Days after the
Start Date, each party hereto acknowledges and agrees that each Bank shall deliver its Valuation to the Parties not later than August 30, 2010. 







 

        This
letter agreement is executed, and shall be considered, as an amendment to the Exchange Rights Agreement as applied between the parties hereto and shall form a part thereof.
From and after the date hereof, all references, as applied between the parties hereto, in the Exchange Rights Agreement to "this Agreement," "hereunder," "hereof" or words of like import referring to
the Exchange Rights Agreement shall be deemed to be references to the Exchange Rights Agreement as modified hereby. This letter agreement together with the Exchange Rights Agreement contain the entire
understanding of the parties hereto with respect to the subject matter contained herein; there are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly
provided for herein and therein. 


        This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State. 



        This
letter agreement will be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns, and nothing in this letter agreement,
expressed or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement. Neither
this letter agreement nor any right, interest or obligation under this letter agreement may be assigned by any party to this letter agreement without the prior written consent of the other parties
hereto and any attempt to do so will be void. 


        This
letter agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which counterparts when executed and delivered shall be
an original, but all of which shall together constitute one and the same instrument. 


[The remainder of this page is left blank intentionally]


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        If
the foregoing is in accordance with Globo's understandings and agreements with DIRECTV, please sign and return the duplicate of this letter agreement enclosed herewith, whereupon this
letter agreement shall constitute a binding agreement between Globo and DIRECTV with respect to the matters set forth herein. 

 






 



					
	 
	 	Very truly yours,
	 
	 	  The DIRECTV Group, Inc.

	 
	 	 By:
	 	 /s/ J. WILLIAM LITTLE







  J. William Little
	 
	 	 Name:
	 	 J. William Little

	 
	 	Title:	 	SVP




 

 Accepted
and Agreed to be effective as of the date first written above. 


Globo Comunicação e Participacções S.A.

 






 



					
	 By:
	 	/s/ ROSSANA FONTENELE BERTO/SERGIO MARQUES







 	 	 
	 
	 	 Name:    Rossana Fontenele Berto/Sergio Marques

Title:
	 	 




 

 cc:




Globo
Comunicação e Participações S.A.

Avenida Afrãnio de Melo Franco, 135—Leblon

Rio de Janeiro, RJ 22430-060

Attn: Mr. Antõnio Clãudio Ferreira Neto, General Legal Counsel

Fax: +55-21-2540-4490



Debevoise &
Plimpton LLP

919 Third Avenue, NY 10022

Attn: Mr. Michael Gillespie

Fax: +1-212-521-7463




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Exhibit 10.1