Exhibit 10.1


 


February 24, 2006


 


United States Trust Company of New York


114 West 47th Street


New York, New York 10036


Attention:  Norman P. Goldberg


 


Ladies and
Gentlemen:


 


This letter
agreement sets forth the terms and conditions upon which The DIRECTV Group,
Inc. (“DTV”) has agreed to purchase from the General Motors Special
Hourly Employees Pension Trust (the “GM Hourly Trust”), the General
Motors Special Salaried Employees Pension Trust (the “GM Salaried Trust”)
and the Sub-Trust of the General Motors Welfare Benefit Trust (the ”GM
VEBA)” and, together with the GM Hourly Trust and the GM Salaried Trust,
the ”GM Plans”), and the GM Plans have agreed to sell to DTV,
shares of common stock, par value $0.01 per share, of DTV (the “Common Stock”).


 


On the basis of
the representations and warranties and subject to the conditions set forth
herein, at the Closing referred to below, the GM Plans will sell to DTV, and
DTV will purchase from the GM Plans, an aggregate of 100 million shares of
Common Stock (the “Shares”) at a purchase price per share (the ”Purchase
Price”) equal to $15.50 per share or $1,550,000,000 in the aggregate, as
set forth on Appendix A attached hereto.


 


The closing of the
purchase and sale contemplated hereby (the “Closing”) shall take place at
or about 10:00 A.M., Eastern Time, on March 3, 2006.


 


The aggregate
Purchase Price for the Shares shall be paid by wire transfer of immediately
available funds to an account or accounts designated in writing by United
States Trust Company of New York, as trustee of each of the GM Plans (the “Trustee”).  Delivery of the Common Stock shall be made by
book-entry transfer of such shares from the account of the GM Plans to the
treasury account of DTV at Computershare Investor Services, or otherwise as DTV
and the Trustee shall mutually agree.


 


Each of the GM
Plans represents and warrants to DTV that (i) this agreement has been duly
authorized, executed and delivered by the Trustee on its behalf, (ii) it
has full power, right and authority to sell the Shares to be sold by it,
(iii) the sale of the Shares to be sold by it hereunder and the compliance
by it with all of the provisions of this agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any statute, agreement or instrument to which it is a party or by which it is
bound or to which any of its property or assets is subject, nor will such
action result in any violation of the provisions of the trust agreement
establishing it or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over it or its property, (iv)
it has good and valid title to the Shares to be sold by it and that, upon the
delivery of and payment for such Shares as herein contemplated, DTV will
receive good and valid title to such Shares free and clear of any mortgage,
pledge, lien, security interest or encumbrance, and (v) it has not engaged
any broker or other placement agent in connection with the sale of the Shares.


 

















 


The Trustee
represents and warrants to DTV that (i) it has been appointed by the Named
Fiduciary (as that term is defined in the Employee Retirement Income Security
Act of 1974, as amended) to manage the shares of Common Stock held by the GM
Plans and to exercise all rights, powers and privileges appurtenant to such
shares (subject to the authority of the Named Fiduciary to terminate such
appointment and appoint one or more other investment managers for the shares)
and (ii) it has full power, right and authority to execute and deliver this
agreement for the account and on behalf of each of the GM Plans and to so bind
each of the GM Plans.


 


DTV represents and
warrants to each of the GM Plans that (i) this agreement has been duly
authorized, executed and delivered by it, (ii) it has full power, right and
authority to purchase the Shares pursuant to this agreement and (iii) the
compliance by DTV with all of the provisions of this agreement and the
consummation of the transactions herein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which DTV is a party or
by which DTV is bound or to which any of the property or assets of DTV is
subject, nor will such action result in any violation of the provisions of the
Certificate of Incorporation or By-laws of DTV.


 


DTV agrees that
the sale of the Shares by the GM Plans hereunder shall not constitute a “Public
Transfer” or “Negotiated Transfer” for purposes of Section 3(a) of the First
Amended and Restated Registration Rights Agreement, dated as of March 12, 2003,
by and among DTV (as successor to certain rights and obligations of General
Motors Corporation pursuant to the Succession Agreement, dated
December 22, 2003) and the Trustee, as trustee of each of the GM Plans.


 


This agreement
constitutes the entire agreement, and supersedes all prior agreements and
understandings, whether oral or written, between the parties hereto with
respect to the subject matter hereof. 
Any term of this agreement may be amended or modified only by the
written agreement of the parties.  No
term or condition of this agreement may be waived, except by a writing executed
by the party against whom enforcement of any such waiver is being sought.  No waiver by either party hereto of any term
or condition of this agreement, in any one or more instances, shall operate as
a waiver of such term or condition at any other time.


 


This 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 irrespective
of the choice of laws principles of the State of New York other than Section
5-1401 of the General Obligations Law of the State of New York.


 

















 


This agreement may
be executed in counterparts, and shall be deemed to have been duly executed and
delivered by all parties when each party has executed a counterpart hereof and
delivered an original or facsimile copy thereof to the other party.  Each such counterpart hereof shall be deemed
to be an original, and all of such counterparts together shall constitute one
and the same instrument.


 


	
   

  	
  THE DIRECTV GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
  AGREED TO AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GENERAL MOTORS SPECIAL HOURLY

  	
   

  
	
  EMPLOYEES PENSION TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  United States Trust Company

  	
   

  	
   

  
	
   

  	
  of New York, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GENERAL MOTORS SPECIAL SALARIED

  	
   

  
	
  EMPLOYEES PENSION TRUST

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  United States Trust Company

  	
   

  	
   

  
	
   

  	
  of New York, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUB-TRUST OF THE GENERAL MOTORS

  	
   

  
	
  WELFARE BENEFIT TRUST

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  United States Trust Company

  	
   

  	
   

  
	
   

  	
  of New York, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: