MALONE LG 2013 CHARITABLE REMAINDER UNITRUST c/o John C. Malone, Trustee Liberty Media Corporation 12300 Liberty Boulevard Englewood, CO 80112
Exhibit 7(a)
XXXXXX XX 2013 CHARITABLE REMAINDER UNITRUST
c/o Xxxx X. Xxxxxx, Trustee
Liberty Media Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
December 29, 2017
Xx. Xxxxxxx X. Xxxxx
Chief Executive Officer
Liberty Global plc
0000 Xxxxxxx Xxxxxx Xxxxx 0000
Xxxxxx, XX 00000
Dear Xxxx:
Reference is made to that certain letter agreement (the “original letter”) between yourself and the Xxxxxx XX 2013 Charitable Remainder Unitrust (the “Trust”) dated February 13, 2014, whereby the Trust granted you certain voting and purchase rights to certain Class B shares of Liberty Global plc owned by the Trust. In connection with the split-off of the LiLAC Group of Liberty Global plc into a separate public company, Liberty Latin America Ltd. (“LLA”), and pursuant to Section 5 of the original letter, the Trust is obligated to grant to you the following voting and purchase rights, which are equivalent to those granted to you in the original letter, with respect to the 1,516,508 shares of LLA Class B Stock (“B Shares”; which term will include any High Vote Stock (as defined below) issued as a dividend on such B Shares, other than High Vote Stock issued in a transaction which is subject to the provisions of Section 5 hereof) received by the Trust in such split-off. This letter agreement is being executed in accordance with the terms of Section 5 of the original letter. As required by Section 5 of the original letter, the parties agree as follows:
1. Term. The rights granted under this agreement will continue in effect only for as long as you are serving as a principal executive officer of LLA or on its board of directors.
2. Voting Rights. At any time that the Trust or any Permitted Transferee (as defined below) is not voting the B Shares, you will have the right to vote the B Shares. The registered holder of the B Shares will give you a proxy to enable you to vote the B Shares at those times.
3. Restriction on Transfer. The Trust will not transfer any B Shares (i) unless in compliance with the provisions of Section 4 or (ii) except to Xxxx X. Xxxxxx, Xxxxxx Xxxxxx, any marital trust for her benefit, or any charitable organization, in each case so long as such transferee pursuant to this clause (ii) agrees in writing to be bound by, and assume all of the Trust’s obligations under, this agreement (such transferee pursuant to this clause (ii) a “Permitted Transferee”). Prior to the expiration of this agreement, the Trust will not convert the Class B Stock into LLA Class A Stock.
4. Purchase Rights. If the Trust or any Permitted Transferee proposes to transfer any B Shares (including in response to an unsolicited offer) to a third party, the Trust or any Permitted Transferee will first notify you and enter into exclusive negotiations to seek to agree on mutually acceptable terms for your (including any entity that you control) purchase of such B Shares. If the parties cannot come to an agreement within 90 days from notice to you, the Trust or such Permitted Transferee may then enter into negotiations for the transfer of such B Shares to any other person; provided, that, at least 60 days before entering into an agreement for the transfer of such B Shares, the Trust or such Permitted Transferee will notify you of the proposed agreement, including the terms thereof, and you (including any entity that you control) will have the exclusive right, for a period of 60 days from the date of notice to you, to purchase such B Shares at an all-cash price, or for other consideration comparable to the offer you are matching, which is financially at least as favorable to the Trust or such Permitted Transferee. If you or an entity that you control do not purchase such B Shares pursuant to this right, upon the transfer of such B Shares, you will not have any further rights under this agreement or any further rights to vote or purchase such B Shares.
5. Rights in Connection with Spinoffs and Similar Transactions. In the event LLA distributes shares of any class or series of shares having, on a per share basis, greater voting rights (in the election of directors) (or, if more than two classes or series are issued, the class or series having the highest vote per share) than the other classes
or series of shares so distributed (“High Vote Stock”) in respect of the B Shares in connection with any spinoff or similar transaction which results in the formation of a company separate from LLA (“Spinco”), prior to the distribution of shares in such spinoff, the Trust or any Permitted Transferee will enter into an agreement with you providing you with the same rights and benefits with respect to the High Vote Stock of Spinco as contained herein, which agreement will continue in effect so long as you are serving as a principal executive officer of such Spinco or on the board of directors of such Spinco.
6. Personal Obligations. In the event any B Shares or High Vote Stock of any Spinco are distributed to Xx. Xxxxxx or he otherwise acquires such shares from the Trust, Xx. Xxxxxx agrees to be bound by, and assume all of the Trust’s obligations under, this agreement in respect of such shares.
You acknowledge and agree that (a) the provisions of this agreement will not be applicable to any merger or other business combination transaction in which LLA is acquired by a third party and (b) the rights granted to you hereunder are personal to you and may not be assigned or transferred, directly or indirectly, to any other person, except that the purchase rights provided in Section 4 may be assigned or transferred to any entity that you control.
Upon your signing and returning a copy of this letter, it will be a binding agreement under New York law and enforceable by the parties hereto and, subject to Section 1 and the immediately preceding paragraph, their respective estates, heirs, distributees, successors and permitted assigns.
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Sincerely, | |
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XXXXXX XX 2013 CHARITABLE REMAINDER UNITRUST | |
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/s/Xxxx X. Xxxxxx | |
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Name: Xxxx X. Xxxxxx | |
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Title: Trustee | |
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/s/ Xxxx X. Xxxxxx | |
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Xxxx X. Xxxxxx | |
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Agreed: |
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/s/ Xxxxxxx X. Xxxxx |
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Xxxxxxx X. Xxxxx |
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