AMENDMENT NO. 2 TO VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT

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Exhibit 99.1

AMENDMENT NO. 2 TO VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT

        THIS AMENDMENT NO. 2 TO THE VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT (this " Amendment "), dated as of October 2, 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 ").

RECITALS

        A.    Splitco, DIRECTV, Holdings and each Malone entered into that certain Voting and Right of First Refusal Agreement, dated as of May 3, 2009 and that certain Amendment No. 1 to the Voting and Right of First Refusal Agreement, dated as of July 29, 2009 (collectively, the " Malone Agreement ").

        B.    Splitco, Holdings and each Malone now intend to amend certain provisions of the Malone Agreement as set forth herein.

        C.    Section 13(j) of the Malone Agreement requires that prior to the Merger Effective Time, any amendment to the Malone Agreement be by written agreement of (i) Holdings, (ii) Members holding a majority of the Member Shares, and (iii) Splitco.

         NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Splitco, Holdings and each Malone hereby agrees as follows:

         SECTION 1.     Defined Terms.     Terms defined in the Malone Agreement are used in this Amendment with the same meaning, unless otherwise indicated.

         SECTION 2.     Amendments to Malone Agreement.     The Malone Agreement is hereby amended as follows:

        2.1   The definition of "Malone Child Attribution Person" in Section 1 of the Malone Agreement is hereby amended by deleting such definition and replacing it in its entirety to read as follows:

        "" Malone Child Attribution Person " means any Person who, with respect to a Malone Child, (i) is related to the Malone Child, as described in Section 355(d)(7)(A) of the Code, or (ii) otherwise is treated as one Person with the Malone Child for all purposes of Section 355(e) of the Code."

        2.2   The definition of "Malone Related Person" in Section 1 of the Malone Agreement is hereby amended by deleting such definition and replacing it in its entirety to read as follows:

        "" Malone Related Person " means any Person who (i) is related to a Malone, as described in Section 355(d)(7)(A) of the Code, or (ii) otherwise is treated as one Person with a Malone for all purposes of Section 355(e) of the Code."

         SECTION 3.     Effect on Malone Agreement.     Other than as specifically set forth herein, all other terms and provisions of the Malone Agreement shall remain unaffected by the terms of this Amendment, and shall continue in full force and effect.

         SECTION 4.     Severability.     If any term or other provision of this Amendment is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, a