The DirecTV Group (DTV)

Other Arrangements

        Although the Company is not a party to the Share Exchange Agreement, there are various provisions which may affect the Company both before and after consummation of the transaction contemplated by such agreement, or if the transaction is not consummated, as summarized in the News Proxy Statement. Among other things, News has agreed to pay all reasonable out-of-pocket fees, costs and expenses incurred by the Company in connection with Liberty's due diligence review, the Share Exchange Agreement and related agreements and the Company's actions taken in anticipation of the consummation of the transaction under the Share Exchange Agreement.

        In addition, News has agreed to the terms of an agreement with the Company, which we refer to as the DIRECTV Non-Competition Agreement, pursuant to which News and its affiliates will not, for a period of four years, engage in the business of providing direct-to-home delivery of video services by satellite in the territories in North America or South America where the Company is operating on the date the transaction is consummated. The DIRECTV Non-Competition Agreement contains certain prohibitions on the ability of News and its affiliates to solicit or hire executive officers and senior management of the Company for a period of two years following the date on which the transaction is consummated.