Schedule 1 EXHIBIT H BRANDING GUIDELINES

EXHIBIT 10.1

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

April 20, 2009

Romulo Pontual

Executive Vice President

DIRECTV, Inc.

2230 East Imperial Highway

El Segundo, CA 90245

Dear Romulo:

The purpose of this letter is to confirm our understanding about modifications to that certain Amended and Restated Development Agreement dated September 2, 2008 (the “Development Agreement”). Capitalized terms used in this letter agreement but not otherwise defined herein have the meaning provided in the Development Agreement. References to sections in this letter agreement refer to sections of the Development Agreement.

As we discussed, our companies have decided to modify provisions of the Development Agreement related to co-branding requirements, [*] Product Documentation deadline, availability of Development Credits, patent marking, and Commercial TE Launch timing, each as more fully described below.

As contemplated in Section 2.6, Exhibit H of the Development Agreement is hereby deleted and replaced in its entirety with the revised Exhibit H attached as Schedule 1 to this letter agreement, effective as of the date hereof.

The parties hereby amend the deadline set forth in Section 2.11(b)(i) for DIRECTV to deliver Preliminary Hardware Documentation for the [*] to TiVo from [*] to [*].

Romulo Pontual

April 20, 2009

Page 2

The last sentence of Section 4.8(b) shall be deleted in its entirety and replaced with the following.

TiVo agrees that inclusion by DIRECTV of any requested patent or other intellectual property marking pursuant to the foregoing shall not constitute, and will not be asserted by TiVo to be, any form of admission or estoppel (express or implied) that the subject products (or any other DIRECTV receiver or DVR) and/or services (or any other services offered by DIRECTV) are covered by any listed patents or intellectual property. TiVo acknowledges that it is solely responsible for any requested patent marking under this Section 4.8 and that DIRECTV will not review any such requested patent markings to determine whether the article being marked is patented. In addition, DIRECTV has no obligation to provide TiVo with assistance in determining whether or not an article being marked is patented. Without limiting the foregoing, nothing in this Section 4.8 creates any obligation for DIRECTV to provide TiVo with information to assist TiVo in determining whether any article is patented.

Romulo Pontual

April 20, 2009

Page 3

TiVo, at its own expense, shall defend, or at its option settle, any Claims (as defined in Section 7.1) against any Indemnified Party (as defined in Section 7.1) based on allegations that any requested patent marking pursuant to this Section 4.8 constitutes false marking under 35 U.S.C. § 292 and (b) pay any award, damages, or costs (including, without limitation, reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or agreed on in a settlement of any such Claim; provided that the Indemnified Party: (A) promptly notifies TiVo in writing of all such Claims; (B) cooperates reasonably with the TiVo (at TiVo’s expense) in defending such Claims; and (C) allows TiVo the primary right to control the defense (including the selection of counsel), and at TiVo’s sole option, to settle, all such Claims.

[*] TiVo may update any such patent markings appearing on a label of the DIRECTV TE Receiver no less frequently than [*] (and upon [*] notice if necessary to mitigate a false marking claim or if TiVo believes a false marking claim is likely). Notwithstanding anything to the contrary in the foregoing, TiVo will not be liable for, or have any obligation to defend, false marking claims based on patent markings on labels of products manufactured more than [*] after TiVo updates such patent markings provided the updated patent marking does not itself constitute false marking.

The second sentence of Section 4.15(d) is hereby deleted and replaced with the following:

DIRECTV shall [*] have Commercial TE Launch occur within [*] after DIRECTV TE Acceptance, provided that in no event shall Commercial TE Launch occur [*] after DIRECTV TE Acceptance, unless otherwise agreed by the parties in writing.

If this letter agreement is consistent with your understanding of our agreement, please so indicate by returning a copy of this letter agreement as executed by an authorized representative of TiVo.

Schedule 1

EXHIBIT H –BRANDING GUIDELINES

This document describes the branding guidelines for the DIRECTV TE Receiver. As a baseline, an existing user of any TiVo DVR or other set top box running the TiVo service should be able to pick up the remote and know how to access TiVo features and DVR functions and services. TiVo branding will be implemented as per TiVo Trademark Usage Guidelines set forth in Exhibit T (“TiVo Trademark Requirements for Service Providers”).