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  Exhibit 10.9    
    


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 








   








































 
 

  Table of Contents    
    



				
	 
	 	Page 
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 
	 	 SECTION 1.01. Certain Defined Terms
	 	

1
	 	 SECTION 1.02. Computation of Time Periods
	 	6
	 ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
	 	 
	 	 SECTION 2.01. The Advances
	 	

6
	 	 SECTION 2.02. Making the Advances
	 	6
	 	 SECTION 2.03. Repayment
	 	6
	 	 SECTION 2.04. Interest
	 	6
	 	 SECTION 2.05. [Reserved]
	 	7
	 	 SECTION 2.06. Optional Prepayments
	 	7
	 	 SECTION 2.07. Illegality
	 	7
	 	 SECTION 2.08. Payments and Computations
	 	7
	 	 SECTION 2.09. Taxes
	 	8
	 	 SECTION 2.10. Use of Proceeds
	 	8
	 	 SECTION 2.11. Evidence of Debt
	 	9
	 ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING
	 	 
	 	 SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01
	 	

9
	 	 SECTION 3.02. Conditions Precedent to Each Borrowing
	 	9
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 
	 	 SECTION 4.01. Representations and Warranties of the Borrower
	 	

10
	 ARTICLE V COVENANTS OF THE BORROWER
	 	 
	 	 SECTION 5.01. Affirmative Covenants
	 	

10
	 	 SECTION 5.02. Negative Covenants
	 	12
	 ARTICLE VI EVENTS OF DEFAULT
	 	 
	 	 SECTION 6.01. Events of Default
	 	

12
	 ARTICLE VII MISCELLANEOUS
	 	 
	 	 SECTION 7.01. Amendment, Etc
	 	

14
	 	 SECTION 7.02. Notices, Etc
	 	14
	 	 SECTION 7.03. No Waiver; Remedies
	 	14
	 	 SECTION 7.04. Costs and Expenses
	 	14
	 	 SECTION 7.05. Right of Set-off
	 	15
	 	 SECTION 7.06. Binding Effect
	 	15
	 	 SECTION 7.07. Assignments and Participations
	 	15
	 	 SECTION 7.08. Severability
	 	16
	 	 SECTION 7.09. Electronic Execution of Assignments
	 	16
	 	 SECTION 7.10. Governing Law
	 	16
	 	 SECTION 7.11. Execution in Counterparts
	 	16
	 	 SECTION 7.12. Jurisdiction; Waiver of Immunities
	 	16
	 	 SECTION 7.13. Waiver of Jury Trial
	 	17




i







 

Exhibits



Exhibit A—Form
of Promissory Note 


Exhibit B—Form
of Notice of Borrowing 



Exhibit C—Form
of Assignment and Acceptance 


ii

















































 
 

  REVOLVING CREDIT AGREEMENT    
    


        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). 


 PRELIMINARY STATEMENTS:  


        A.    The
Borrower is a wholly owned subsidiary of Liberty Entertainment, Inc. ("LEI"), and LEI has been formed for the
purpose of receiving and holding certain of the assets and liabilities attributed to LMC's Liberty Entertainment group. 


        B.    LEI
is a wholly-owned subsidiary of LMC. 


        C.    In
accordance with the Reorganization Agreement (as hereinafter defined) to which LEI and LMC are parties and the Restated Certificate of Incorporation of LMC, LMC will
effect the redemption of 90% of the issued and outstanding shares of LMC's Liberty Entertainment common stock for all of the issued and outstanding shares of common stock of LEI, subject to the
conditions set forth in the Reorganization Agreement, with the effect that LEI and its subsidiaries (including the Borrower) will be split-off (the
"Split-Off") from LMC and cease to be wholly owned subsidiaries of LMC. 


        D.    LMC,
LEI, The DIRECTV Group, Inc., a Delaware corporation ("DTV"), DIRECTV, a Delaware corporation
("Holdings"), DTVG One, Inc., a Delaware corporation and DTVG Two, Inc., a Delaware corporation, have entered into that certain Agreement
and Plan of Merger, dated as of May 3, 2009 (the "Merger Agreement"), pursuant to which the parties thereto intend to effectuate the Splitco
Merger (as defined in the Merger Agreement) and the DIRECTV Merger (as defined in the Merger Agreement), resulting in both LEI and DTV becoming wholly-owned subsidiaries of Holdings. 


        E.    Greenlady
II, LLC, a Delaware limited liability company ("Greenlady II") and a wholly owned subsidiary of the
Borrower, has entered into that certain Credit Agreement, dated as of April 9, 2008 (the "BofA Credit Agreement"), with Bank of America, N.A.
("BofA"), 


        F.     To
provide LEI and the Borrower with a source of financing prior to the Split-Off, LEI and the Borrower have requested that LMC establish this revolving
credit facility pursuant to which the Borrower may obtain loans in the aggregate principal amount at any time outstanding not to exceed U.S. $300,000,000. 


        In
consideration of the foregoing recitals, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be bound legally, agree as follows: 


 
 

  ARTICLE I    
    
    DEFINITIONS AND ACCOUNTING TERMS    



        SECTION 1.01.    Certain Defined Terms.    As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): 


        "Advance" has the meaning specified in Section 2.01(a). 



        "Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control
with such Person or is a director or officer of such Person. For
purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power
to vote 50% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or
otherwise. For purposes of this Agreement, DIRECTV shall be deemed to not be an Affiliate of the Borrower. 







 

        "Applicable Margin" means 3.5% per annum until December 31, 2009, and thereafter means 5.0% per annum. 


        "Assignment and Acceptance" means an assignment and acceptance entered into by the Lender and an assignee of the Lender in substantially
the form of Exhibit C hereto. 


        "BofA Advances" has the meaning specified in Section 2.01(b). 


        "Borrowing" means a borrowing consisting of an Advance made by the Lender pursuant to Section 2.01. 


        "Business Day" means a day of the year on which banks are not required or authorized by law to close in New York City and Denver, Colorado
and, if the applicable Business Day relates to the Advances, on which dealings are carried on in the London, England interbank market. 



        "Change of Control" means the occurrence of any of the following: (a) any Person or two or more Persons acting in concert shall
have acquired beneficial ownership (within the meaning of Rule 13d 3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting
Stock of LEI (or other securities convertible into such Voting Stock), other than an Exempt Person, representing 20% or more of the combined voting power of all Voting Stock of the Borrower; or
(b) during any period of up to 24 consecutive months, commencing after the date of this Agreement, Continuing Directors shall cease for any reason to constitute a majority of the board of
directors of LEI; (c) a consolidation, amalgamation or merger involving LEI in which the holders of LEI common stock prior thereto receive Voting Stock representing less than 80% of the
combined
voting power of all Voting Stock of the issuer thereof; or (d) the Borrower ceases to be a wholly-owned subsidiary of LEI, or the Borrower sells 50% or more of DTV common stock owned by the
Borrower on the date hereof. 


        "Collar Agreement" has the meaning specified in the definition of "Collar Transaction." 


        "Collar Transaction" means (a) the six distinct Components (i) initially specified in (and defined under) the Transaction
Acknowledgement and (ii) thereafter as evidenced by a Master Confirmation and six supplemental Confirmations, each dated April 9, 2008, between Greenlady II and BofA, each subject
to an agreement in the form of an ISDA Master Agreement entered into between Greenlady II and BofA for the purposes of replacing and superseding the Transaction Acknowledgement (such
documentation, including any Credit Support Annex subject to such ISDA Master Agreement, the "Collar Agreement") and (b) the Parent Guarantee
entered into in connection therewith. 


        "Commitment" means U.S. $300,000,000. 


        "Consolidated" refers to the consolidation of accounts in accordance with GAAP. 


        "Continuing Directors" means the directors of LEI on the Effective Date and each other director if, in each case, such other director's
nomination for election to the Board of Directors of the Borrower is recommended by at least a majority of the then Continuing Directors. 


        "Debt" of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations
of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person's business),
(c) all obligations of such Person, evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale
or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are
limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases,
(f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions 


2







 



of
credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any equity interests in such Person or any other Person or any warrants, rights or options to acquire such equity interests, (i) all Debt of others referred to in clauses (a)
through (h) above or clause (j) below and other payment obligations (collectively, "Guaranteed Debt") guaranteed directly or indirectly in any
manner by
such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Guaranteed Debt or to advance or supply funds for the payment or
purchase of such Guaranteed Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make
payment of such Guaranteed Debt or to assure the holder of such Guaranteed Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay
for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (j) all Debt referred to
in clauses (a) through (i) above (including Guaranteed Debt) secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on
property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt. 


        "Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given
or time elapse or both. 


        "DIRECTV" means DTV and its Subsidiaries. 


        "DTV Credit Agreement" means the Credit Agreement, dated as of May 3, 2009, between DTV and the Borrower. 



        "DTV Pledge Agreement" means the Pledge Agreement to be entered into between DTV and the Borrower to secure the obligations of the
Borrower under the DTV Credit Agreement. 


        "Effective Date" has the meaning specified in Section 3.01. 


        "Eurodollar Rate" means, for any Interest Period for any Advance, the interest rate per annum equal to the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page or substitute service providing quotations of interest rates applicable to U.S.
Dollar deposits in the London interbank market as designated by the Lender from time to time) as the London interbank offered rate for deposits in U.S. Dollars at 11:00 A.M. (London time) two
Business Days before the first day of such Interest Period for a maturity comparable to such Interest Period; provided,  however, if more than one rate is
specified on such page, the applicable rate shall be the arithmetic mean of all such rates;  provided further that, if for any reason such rate is not available, the term "Eurodollar Rate" shall mean,
for any Interest Period applicable to any
Advance, the rate per annum at which deposits of U.S. $5,000,000 are offered by the principal office of Bank of America, N.A. in London, England to prime banks in the London interbank market at
11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a maturity comparable to such Interest Period. 


        "Events of Default" has the meaning specified in Section 6.01. 


        "Exempt Person" means John C. Malone, members of his immediate family, and any trust, foundation, limited or general partnership,
limited liability company or other entity formed by any of them for estate planning or wealth management purposes. 


        "Existing Debt" has the meaning specified in Section 5.02(b). 


        "GAAP" means generally accepted accounting principles in the United States. 


3







 

        "Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether
state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 


        "Hedge Agreements" means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements,
currency future or option contracts and other similar agreements. 


        "Interest Period" means, for each Advance other than any BofA Advance, the period commencing on the date of such Advance (or
January 1, 2010, as applicable) and ending one month thereafter and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending one
month thereafter; provided, however, that: 



        (i)    if
any Interest Period would otherwise end after May 3, 2011, such Interest Period shall end on May 3, 2011; 


        (ii)   whenever
the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur
on the next succeeding Business Day, provided, however, that, if such extension would cause the last day
of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and 



        (iii)  whenever
the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month
that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding
calendar month. 




        "ISDA" means the International Swaps and Derivatives Association, Inc. 



        "ISDA Master Agreement" means the printed form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border), including any
Credit Support Annex subject thereto, as published by ISDA. 


        "Lender" means LMC or any Person that shall become a party hereto pursuant to Section 7.07. 


        "Lien" means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement,
including the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property. 



        "Material Adverse Change" means any material adverse change in the business, condition (financial or otherwise), operations or performance
of the Borrower and its Subsidiaries (including for this purpose DIRECTV) taken as a whole. 


        "Material Adverse Effect" means a material adverse effect on (a) the business, condition (financial or otherwise), operations or
performance of the Borrower and its Subsidiaries (including for this purpose DIRECTV) taken as a whole, (b) the rights and remedies of the Lender under this Agreement or any Note or
(c) the ability of the Borrower to perform its obligations under this Agreement or any Note. 



        "Note" means the promissory note of the Borrower payable to the order of the Lender, in substantially the form of Exhibit A hereto,
evidencing the aggregate indebtedness of the Borrower to the Lender resulting from the Advances made by the Lender. 


        "Notice of Borrowing" has the meaning specified in Section 2.02. 


4







 

        "Parent Guarantee" means the Guaranty of LMC in favor of BofA relating to the Collar Transaction and dated as of April 2, 2008, as
such Guaranty may be assumed by LEI on or prior to the Split-Off Effective Time. 


        "Permitted Liens" means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have
been commenced: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.0l(b) hereof; (b) Liens imposed by law,
such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period
of more than 30 days; (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; and
(d) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of
such property for its present purposes. 


        "Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated
association, joint venture, limited liability company or other entity, or a government or any Governmental Authority. 


        "Reorganization Agreement" means the Reorganization Agreement to be entered into by LEI and LMC in substantially the form attached as
Exhibit B to the Merger Agreement. 


        "Split-Off Effective Time" means the Effective Time at which the Redemption occurs on the Redemption Date (as those terms are
defined in the Reorganization Agreement). 


        "Subsidiary" of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in
which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at
the time capital stock of any oilier class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of
such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries. For purposes of this Agreement, DIRECTV and Greenlady II, LLC shall be deemed
to not be Subsidiaries of the Borrower except to the extent expressly set forth herein. 


        "Termination Date" means the earliest of (i) May 3, 2011, (ii) the date of termination of the Commitment pursuant to
Section 6.01 and (iii) unless the Merger Agreement has terminated prior to the Split-Off Effective Time, the Split-Off Effective Time. 


        "Transaction Acknowledgement" means the Cashless Collar, Transaction Acknowledgement, dated as of April 2, 2008, among Liberty
Media LLC, Greenlady II and BofA and regarding the collared share option transaction on certain shares of common stock of DTV between BofA and Greenlady II. 


        "United States" or "U.S." means the United States of America. 


        "Unused Commitment" means, at any time, the Lender's Commitment at such time minus the
aggregate principal amount of all Advances outstanding at such time. 



        "U.S. Dollars", "U.S. $" and "$"
means the lawful currency of the United States. 


        "Voting Stock" means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by
the happening of such a contingency. 


5









   



































 





        SECTION 1.02.    Computation of Time Periods.    In this Agreement in the computation of periods of time from
a
specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding". References in this Agreement to any agreement or
contract shall mean and be a reference to such agreement or contract as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, to the extent
such amendment, restatement, supplement or other modification is not prohibited hereunder. In this Agreement, the words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without limitation" and the
word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (a) any reference
in this Agreement to any Person shall be construed to include such Person's successors and assigns, (b) the words "herein,"
"hereof" and "hereunder," and words of similar import, when used in this Agreement shall be construed to
refer to this Agreement in its entirety and not to any particular provision hereof, (c) all references in this Agreement to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (d) any reference to any law or regulation in this Agreement shall, unless otherwise specified, refer to such
law or regulation as amended, modified or supplemented from time to time and (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights. 


 
 

  ARTICLE II    
    
    AMOUNTS AND TERMS OF THE ADVANCES    



        SECTION 2.01.    The Advances.    (a)    The Lender agrees, on the terms and conditions hereinafter
set forth, to make advances (each an "Advance") to the Borrower from time to time on any Business Day during the period from the Effective Date until
the Termination Date in an amount for each such Advance not to exceed the Lender's Unused Commitment at such time. Within the limits of the Lender's Unused Commitment in effect from time to time, the
Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.06 and reborrow under this Section 2.01. 


        (b)    BofA Advances.    Notwithstanding Section 2.01(a), unless the Merger Agreement has terminated, Advances
may be made hereunder, and shall be used solely for the purpose of, making payments under the BofA Credit Agreement and the Collar Transaction to the extent permitted under Section 2.10
("BofA Advances"). 


        SECTION 2.02.    Making the Advances.    Each Borrowing shall be made on notice, given not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, by the Borrower to the Lender. Each notice of Borrowing (a "Notice
of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or electronic communication, in substantially the form of Exhibit B hereto,
specifying therein the requested (i) date of the Borrowing and (ii) amount of such Borrowing. Upon fulfillment of the applicable conditions set forth in Article III, the Lender
will make the funds available to the Borrower at its address referred to in Section 7.02. 


        SECTION 2.03.    Repayment.    The Borrower shall repay to the Lender on the Termination Date the aggregate
principal amount of the Advances then outstanding. 


        SECTION 2.04.    Interest.    (a)    Scheduled
Interest.    The Borrower shall pay interest on the unpaid principal amount of each Advance owing to the Lender from the date of such Advance until such principal
amount shall be paid in full, (i) in the case of the BofA Advances, (A) from the date of the first such Advance until December 31, 2009 at a rate of 3.5% per annum, payable in
arrears on December 31, 2009 and on the date such Advance shall be paid in full, and (B) on and after January 1, 2010, at a rate per annum equal at all times during each Interest
Period to the sum of (x) the Eurodollar Rate for such Interest Period plus (y) the Applicable Margin, payable in arrears on the last 


6







 



day
of such Interest Period and on the date such Advance shall be paid in full and (ii) in the case of all other Advances, at a rate per annum equal at all times during each Interest Period to
the sum of (x) the Eurodollar Rate for such Interest Period plus (y) the Applicable Margin, payable in arrears on the last day of such Interest Period and on the date such Advance shall
be paid in full. 


        (b)    Default Interest.    Upon the occurrence and during the continuance of a Default under Section 6.01(a)
or (e) or an Event of Default, the Lender may require the Borrower to pay interest ("Default Interest") on (i) the unpaid principal amount
of each Advance owing to the Lender, payable in arrears on the dates referred to in clause (a) above and (ii) to the fullest extent permitted by law, the amount of any
interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount
shall be paid in full and on demand, in each case at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a)
above; provided, however, that following acceleration of the Advances pursuant to Section 6.01,
Default Interest shall accrue and be payable hereunder whether or not previously required by the Lender. 


        SECTION 2.05.    [Reserved].    


        SECTION 2.06.    Optional Prepayments.    The Borrower may, without payment of any premium or penalty and upon
at least three Business Days' notice to the Lender stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding
principal amount of the Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. 



        SECTION 2.07.    Illegality.    Notwithstanding any other provision of this Agreement, if the Lender determines
that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for the
Lender to perform its obligations hereunder to make the Advances or to fund or maintain the Advances to be made by it hereunder, the Lender shall forthwith give notice thereof to the Borrower,
whereupon (a) until the Lender notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Lender to make Advances shall be suspended and
(b) if the Lender shall so request in such notice, the Borrower shall immediately prepay in full the then aggregate outstanding principal amount of the Advances, together with accrued interest
thereon. 


        SECTION 2.08.    Payments and Computations.    (a)    The Borrower shall make each payment hereunder
and under the Notes, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Lender by wire
transfer of same day funds to an account specified by the Lender. 


        (b)   All
computations of interest shall be made by the Lender on the basis of a year of 360 days, in each case for the actual number of days (with respect to interest
payable pursuant to Section 2.04(a)(i)(A), including the first day and the last day, and with respect to interest payable pursuant to Section 2.04(a)(i)(B) or 2.04(a)(ii), including the
first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Lender of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error. 


        (c)   Whenever
any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided,  however, that, if such
extension would cause payment of interest on or principal of the Advances to be made in the next following calendar month, such
payment shall be made on the next preceding Business Day. 


7







 

        SECTION 2.09.    Taxes.    (a)    Any and all payments by the Borrower hereunder or under the Notes
or any other documents to be delivered hereunder shall be made free and clear of and without deduction for any and all present or future taxes (including value-added taxes and withholding taxes),
levies, imposts, deductions, charges or withholdings, and, all liabilities with respect thereto, excluding, in the case of the Lender, (i) taxes
imposed on its overall net income (including branch profits taxes), and franchise taxes or similar taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which the
Lender is organized or any political subdivision thereof and taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of the Lender's
principal executive offices or any political subdivision thereof or is otherwise treated as doing business in such jurisdiction, (ii) in the case of the Lender, any withholding tax that is
imposed on amounts payable to such Lender at the time such Lender becomes a party hereto, (iii) any U.S. backup withholding taxes and (iv) any other taxes imposed as a result of the
Lender's gross negligence or willful misconduct (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under
the Notes being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable
hereunder under any Note or any other documents to be delivered hereunder to the Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section 2.09) the Lender receives an amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable
law. 


        (b)   In
addition, the Borrower shall pay any present or future stamp or documentary taxes or any other similar excise or property taxes, charges or similar levies that arise
from any payment made hereunder or under the Notes or any other documents to be delivered hereunder or from the execution, delivery or registration of, performing under, or otherwise with respect to,
this Agreement or the Notes or any other documents to be delivered hereunder (hereinafter referred to as "Other Taxes"). 


        (c)   The
Borrower shall indemnify the Lender for and hold it harmless against the full amount of Taxes or Other Taxes (including taxes of any kind imposed or asserted by any
jurisdiction on amounts payable under this Section 2.09) imposed on or paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect
thereto. This indemnification shall be made within 10 days from the date the Lender makes written demand therefor. 


        (d)   Within
30 days after the date of any payment of Taxes, the Borrower shall furnish to the Lender, at its address referred to in Section 7.02, a copy of a
receipt evidencing such payment, to the extent such a receipt is issued therefore, or other written proof of payment thereof that is reasonably satisfactory to the Lender. 



        (e)   The
Lender, at any of the following times, shall (i) on or prior to the date of the first Advance, (ii) on or prior to the date on which any such form or
certification expires or become obsolete, (iii) after the occurrence of any event requiring the change in the most recent form or certification previously delivered by it pursuant to this
Section 2.09(e), and (iv) from time to time if requested by the Borrower, provide the Borrower with two completed originals of United States Internal Revenue Service
Form W-9 or any successor forms and any other applicable document prescribed by the United States Internal Revenue Service. 



        SECTION 2.10.    Use of Proceeds.    Unless the Merger Agreement has terminated, the proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such proceeds) solely for contribution to Greenlady II, for Greenlady II to pay scheduled maturities and Gradual Repayment Amounts (as
defined in the BofA Credit Agreement) under the BofA Credit Agreement and the Collar Transaction in accordance with their respective terms, together with amounts that become due thereunder by virtue
of the exercise by BofA of its partial unwind right in the Collar Agreement 


8







 



following
the occurrence of an "Insider Acquisition Event" or other "Adjustment Event" (as such terms are defined in the Collar Agreement) caused by actions of DIRECTV. If the Merger Agreement
terminates, the proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) for general corporate purposes, including the repayment of Existing Debt. 


        SECTION 2.11.    Evidence of Debt.    The Lender shall keep a record evidencing the indebtedness of the
Borrower to the Lender resulting from each Advance owing to the Lender from time to time, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder.
The Borrower agrees that upon notice by the Borrower to the Lender to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for the Lender to evidence
the Advances owing to, or to be made by, the Lender, the Borrower shall promptly execute and deliver to the Lender, a Note in substantially the form of  Exhibit A hereto, payable to the order of the
Lender in a principal amount equal to the Commitment. 


 
 

  ARTICLE III    
    
    CONDITIONS TO EFFECTIVENESS AND LENDING    




        SECTION 3.01.    Conditions Precedent to Effectiveness of Section 2.01.    Section 2.01 of this
Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: 



        (a)   There
shall have occurred no Material Adverse Change since the date of this Agreement. 


        (b)   There
shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries (including Greenlady II) pending or
threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or
enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 


        (c)   All
governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby (if any) shall have been obtained (without the
imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains,
prevents or imposes materially adverse conditions upon the transactions contemplated hereby. 



        (d)   On
the Effective Date, the following statements shall be true and the Lender shall have received a certificate signed by a duly authorized officer of the Borrower, dated
the Effective Date, stating that: 



        (i)    The
representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and 


        (ii)   No
event has occurred and is continuing that constitutes a Default (other than, so long as the Merger Agreement is still in effect, any Default under
Section 6.01(b), (c), (d), (f), (g) or (i)). 




        (e)   The
Lender shall have received the Notes to the order of the Lender, if requested by the Lender. 




        SECTION 3.02.    Conditions Precedent to Each Borrowing.    The obligation of the Lender to make an Advance on
the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of each Borrowing the following statements shall be true (and
each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the 


9







 

proceeds
of the Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): 



        (i)    the
representations and warranties contained in Section 4.01 are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing
and to the application of the proceeds therefrom, as though made on and as of such date; 



        (ii)   no
event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default (other than,
so long as the Merger Agreement is still in effect, any Default under Section 6.01(b), (c), (d), (f), (g) or (i)); and 


        (iii)  unless
the Merger Agreement has terminated, all of the proceeds of the Borrowing shall be used to make payments in respect of the BofA Credit Agreement and the Collar
Transaction in accordance with Sections 2.01(b) and 2.10. 



 
 

  ARTICLE IV    
    
    REPRESENTATIONS AND WARRANTIES    



        SECTION 4.01.    Representations and Warranties of the Borrower.    The Borrower represents and warrants as
follows: 



        (a)   The
Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and
authority (including all governmental licenses, permits and other approvals) to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. 


        (b)   The
execution, delivery and performance by the Borrower of this Agreement and the Notes, and the consummation of the transactions contemplated hereby, are within the
Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or
contractual restriction binding on or affecting the Borrower. 


        (c)   No
authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for
the due execution, delivery and performance by the Borrower of this Agreement or the Notes. 


        (d)   This
Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the
Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. 


        (e)   There
is no pending or threatened action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental
agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any
Note or the consummation of the transactions contemplated hereby. 



 
 

  ARTICLE V    
    
    COVENANTS OF THE BORROWER    



        SECTION 5.01.    Affirmative Covenants.    So long as any Advance shall remain unpaid or the Lender shall have
any Commitment hereunder, the Borrower will: 



        (a)    Compliance with Laws, Etc.    Comply, and cause each of its Subsidiaries to comply, in all material respects,
with all applicable laws, rules, regulations and orders. 



10







 

        (b)    Payment of Taxes, Etc.    Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before
the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by
law become a Lien upon its property; provided, however, that neither the Borrower nor any of its
Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim (i) the failure of which to pay or discharge could not reasonably be expected to have a Material
Adverse Effect or (ii) that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained. 


        (c)    Maintenance of Insurance.    Maintain, and cause each of its Subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in
the same general areas in which the Borrower or such Subsidiary operates. 


        (d)    Preservation of Corporate Existence, Etc.    Preserve and maintain its corporate existence, rights (charter and
statutory), permits, approvals, licenses, privileges and franchises; provided, however, that the
Borrower shall not be required to preserve any right or franchise if the Board of Directors of the Borrower shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Borrower, and that the loss thereof is not disadvantageous in any material respect to the Borrower or the Lender. 


        (e)    Visitation Rights.    At any reasonable time and from time to time, permit the Lender or any agents or
representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the
affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified public accountants. 


        (f)    Keeping of Books.    Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in
which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary in accordance with generally accepted accounting
principles in effect from time to time. 


        (g)    Maintenance of Properties Etc.    Maintain and preserve, and cause each of its Subsidiaries to maintain and
preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted. 


        (h)    Reporting Requirements.    Furnish to the Lender: 



        (i)    as
soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of the chief financial
officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto; 



        (ii)   promptly
after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its
Subsidiaries of the type described in Section 4.01(e); and 


        (iii)  such
other information respecting the Borrower or any of its Subsidiaries as the Lender may from time to time reasonably request. 




11







 





        SECTION 5.02.    Negative Covenants.    So long as any Advance shall remain unpaid or the Lender shall have any
Commitment hereunder, the Borrower will not, and will not permit any of its Subsidiaries (including Greenlady II with respect to Section 5.02(c) only) to: 



        (a)    Liens, Etc.    Create or suffer to exist any Lien on or with respect to any of its properties, whether now
owned or hereafter acquired, or assign any right to receive income, other than: 



        (i)    Liens
created under the DTV Pledge Agreement; 


        (ii)   Permitted
Liens, 


        (iii)  Liens
existing on the Effective Date, 


        (iv)  the
replacement, extension or renewal of any Lien permitted by clause (ii) above upon or in the same property theretofore subject thereto or the replacement,
extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby. 




        (b)    Debt.    Create, incur, assume or suffer to exist any Debt, except: 



        (i)    Debt
under the DTV Credit Agreement; 


        (ii)   Debt
under this Agreement, and 


        (iii)  Debt
existing on the Effective Date (the "Existing Debt"), and any Debt extending the maturity of, or refunding or
refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing Debt shall not be increased above the principal
amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with
such extension, refunding or refinancing. 




        (c)    Modifications of Certain Documents.    For so long as the Parent Guarantee is outstanding, (i) amend,
modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the BOA Credit Agreement, the Collar Agreement or the DTV Credit
Agreement without the prior written consent of the Lender (which consent shall not be unreasonably withheld or delayed) or (ii) amend its certificate of incorporation, by-laws or
equivalent organizational documents in any manner determined by the Lender to be adverse to the Lender. 



 
 

  ARTICLE VI    
    
    EVENTS OF DEFAULT    



        SECTION 6.01.    Events of Default.    If any of the following events ("Events of
Default") shall occur and be continuing: 



        (a)   the
Borrower shall fail to pay any principal of any Advance when the same shall become due and payable or (ii) the Borrower shall fail to pay any interest on any
Advance or to make any other payment under this Agreement or the Notes, in each case under this clause (ii) within three Business Days after the same shall become due and payable; or 



        (b)   Any
representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been
incorrect in any material respect when made; or 



12









   









































        (c)   (i)
The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 2.10, 5.01(d), (e) or (h) or 5.02, or (ii) the
Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure shall remain unremedied for
10 days after the earlier of the date on which (i) any officer of the Borrower becomes aware of such failure and (ii) written notice thereof shall have been given to the Borrower
by the Lender; or 


        (d)   The
Borrower or any of its Subsidiaries (including Greenlady II) shall fail to pay any principal of or premium or interest on or any other amount payable in
respect of any Debt that is outstanding in a principal or notional amount of at least U.S. $10 million (or its equivalent in other currencies) either individually or in the aggregate (but
excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or
condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect
of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to mature; or any
such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to
prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or 


        (e)   The
Borrower or any of its Subsidiaries (including Greenlady II) shall generally not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Subsidiaries
(including Greenlady II) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or
other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently
contested in good faith, either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its
Subsidiaries (including Greenlady II) shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or 


        (f)    Judgments
or orders for the payment of money in excess of U.S.$5 million (or its equivalent in other currencies) in the aggregate shall be rendered against the
Borrower or any of its Subsidiaries (including Greenlady II) and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or 


        (g)   Any
non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that could be reasonably expected to have a Material
Adverse Effect, and there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;
or 



13







 

        (h)   Any
provision of this Agreement or the Notes shall cease to be valid and binding on or enforceable against the Borrower; or the Borrower shall so assert or state in
writing; or 


        (i)    A
Change of Control shall occur; 




then,
and in any such event (but subject to the last sentence of this Section 6.01), the Lender (i) may declare its Commitment and its obligation to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) may, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement and under
the Notes to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however. that in
the case of an Event of Default under clause (e) above, (A) the Commitment and the obligation of the Lender to make Advances shall automatically be terminated and (B) the
Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrower. Notwithstanding anything to the contrary in this Agreement, the Lender may not declare an Event of Default under clause (b), (c), (d), (f), (g) or (i) above while the
Merger Agreement is in effect. 


 
 

  ARTICLE VII    
    
    MISCELLANEOUS    



        SECTION 7.01.    Amendment, Etc.    No amendment or waiver of any provision of this Agreement or the Notes, nor
consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and (so long as the Merger Agreement has not
terminated) DTV, and then such waiver or consent shall be effective only in the specific instance and for the specific propose for which given. 


        SECTION 7.02.    Notices, Etc.    All notices and other communications provided for hereunder shall be in
writing, or by any telecommunications device capable of creating a written record (including electronic mail) and addressed, if to the Borrower, at 12300 Liberty Boulevard, Englewood, Colorado, 80112
Attention: Treasury Group; if to the initial Lender, at 12300 Liberty Boulevard, Englewood, Colorado, 80112 Attention: Treasury Group; if to any other Lender, at the address specified in the
Assignment and Acceptance pursuant to which it became a Lender; or, as to the Borrower or the Lender, at such other address as shall be designated by such party in a written notice to the other party.
All such notices and communications shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail, when
deposited in the mails, and (iii) if delivered by electronic mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic
delivery); provided, however, that notices and communications to the Lender pursuant to
Article II or III shall not be effective until received by the Lender. Any notice or communication to the Borrower or the Lender will also be provided to DTV at its address specified in the
Merger Agreement for so long as the Merger Agreement is in effect. 


        SECTION 7.03.    No Waiver; Remedies.    No failure on the part of the Lender to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 



        SECTION 7.04.    Costs and Expenses.    (a) The Borrower agrees to pay on demand all costs and expenses
of the Lender, if any (including counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the 


14







 



Notes
and the other documents to be delivered hereunder, including, fees and expenses of counsel for the Lender in connection with the enforcement of rights under this Section 7.04(a). 



        (b)   The
Borrower agrees to indemnify and hold harmless the Lender and each of its Affiliates and their officers, directors, administrators, trustees, employees, agents and
advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and
expenses of counsel) incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any
investigation, litigation or proceeding or preparation of a defense in connection therewith) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 7.04(b)
applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or
any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower also agrees not to assert any
claim for special, indirect, consequential or punitive damages against the Lender, any of its Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory
of liability arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. 


        (c)   Without
prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Section 7.04 shall
survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. 


        SECTION 7.05.    Right of Set-off.    Upon the occurrence and during the continuance of any Event
of Default, the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any other indebtedness at any
time owing by the Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and
any Note held by the Lender, whether or not the Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. The Lender agrees promptly to notify
the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that
the Lender and its Affiliates may have. 


        SECTION 7.06.    Binding Effect.    This Agreement shall become effective (other than Section 2.01,
which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower and the Lender, and thereafter shall
be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or
any interest herein without the prior written consent of the Lender. 



        SECTION 7.07.    Assignments and Participations.    (a) The Lender may assign to one Person all (but no
less than all) of its rights and obligations under this Agreement (including all of its Commitment, the Advances owing to it and the Note or Notes held by it);  provided, however, that such assignee is an Affiliate of LMC and the parties to such assignment execute
and deliver an Assignment and Acceptance, together with any Note(s) subject to such assignment. Upon such execution and delivery, from and after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and have the rights and obligations of the Lender 


15







 



hereunder
and (y) the Lender assignor thereunder shall relinquish its rights (other than its rights under Section 7.04 to the extent any claim thereunder relates to an event arising
prior to such assignment) and be released from its obligations under this Agreement and such Lender shall cease to be a party hereto. 


        (b)   Within
five Business Days after its receipt of notice of an assignment hereunder and any Note(s) subject to such assignment, the Borrower shall execute and deliver to
the Lender assignee in exchange for each surrendered Note(s) a new Note to the order of such assignee in an amount equal to the outstanding amount of the Note(s) assumed by it pursuant to such
Assignment and Acceptance. Such new Note shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note(s), shall be dated the effective date of such
Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto. 


        (c)   The
Lender may, in connection with any assignment or proposed assignment pursuant to this Section 7.07, disclose to the assignee or proposed assignee any
information relating to the Borrower furnished to the Lender by or on behalf of the Borrower. 



        SECTION 7.08.    Severability.    Any provision of this Agreement or any Note held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 


        SECTION 7.09.    Electronic Execution of Assignments.    The words "execution," "signed," "signature" and words
of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 


        SECTION 7.10.    Governing Law.    This Agreement and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York. 


        SECTION 7.11.    Execution in Counterparts.    This Agreement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by telecopier or other form of electronic communication shall be effective as delivery of a manually executed counterpart of
this Agreement. 


        SECTION 7.12.    Jurisdiction; Waiver of Immunities.    (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States sitting in the Borough of
Manhattan, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York
State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. 


        (b)   Each
of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of 


16







 



any
suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 


        (c)   To
the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Borrower hereby irrevocably and unconditionally waives such immunity in respect
of its obligations under this Agreement and the Notes. 


        (d)   Nothing
in this Section 7.12 shall affect the right of the Lender to serve legal process in any other manner permitted by law or affect the right of the. Lender
to bring any action or proceeding against the Borrower or its property in the courts of other jurisdictions. 


        SECTION 7.13.    Waiver of Jury Trial.    Each of the Borrower and the Lender hereby irrevocably waives all
right to trial by jury in any action proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Lender in
the negotiation, administration, performance or enforcement thereof. 


17













































  
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. 



							
	 	 	 Borrower
	

 	
 	
 GREENLADY CORP.
	

 	
 	
 By:	
 	
  







 
	 	 	 	 	Title:	 	 
	

 	
 	
Lender
	

 	
 	
 LIBERTY MEDIA CORPORATION
	

 	
 	
 	
 	
 







 
	 	 	 	 	Title:	 	 






ACKNOWLEDGED
AND AGREED SOLELY

WITH RESPECT TO SECTION 7.01

OF THIS AGREEMENT 


AS
OF THE 3rd DAY OF MAY 2009 



					
	

THE DIRECTV GROUP, INC.	
 	

 
	
 By:	
 	
  







 	
 	

 
	Name:	 	 
	Title:	 	 










 List of Omitted Exhibits and Schedules  


        The following exhibits to the Revolving Credit Agreement, dated as of May 3, 2009, by and between Liberty Media Corporation and
Greenlady Corp., have not been provided herein: 



Exhibit A:
Form of Promissory Note

Exhibit B: Form of Notice of Borrowing

Exhibit C: Form of Assignment and Acceptance 




        The
undersigned registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. 











QuickLinks



Exhibit 10.9



Table of Contents


REVOLVING CREDIT AGREEMENT

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS


ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES

ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING

ARTICLE IV REPRESENTATIONS AND WARRANTIES

ARTICLE V COVENANTS OF THE BORROWER

ARTICLE VI EVENTS OF DEFAULT


ARTICLE VII MISCELLANEOUS