REORGANIZATION AGREEMENT among Liberty Media Corporation, Liberty Media International Holdings, LLC and Liberty Media International, Inc. Dated as of May 20, 2004Reorganization Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Delaware
FORM OF SERVICES AGREEMENTServices Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Colorado
This Services Agreement (this "Agreement") is entered into effective as of June 7, 2004 (the "Effective Date") by and between Liberty Media International, Inc., a Delaware corporation (the "Company"), and UnitedGlobalCom, Inc., a Delaware corporation ("Provider").
LIBERTY MEDIA INTERNATIONAL, INC. 2004 INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Colorado
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made as of , 2004 (the "Effective Date"), by and between LIBERTY MEDIA INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the individual whose name, address and social security number appear on the signature page hereto (the "Grantee").
LIBERTY JAPAN, INC. FORM OF STOCKHOLDERS' AGREEMENTStockholders' Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Delaware
THIS STOCKHOLDERS' AGREEMENT (the "Agreement") is entered into as of May 21, 2004 (the "Effective Date"), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation ("LMC"), LIBERTY JAPAN VI, LLC, a Delaware limited liability company ("Japan VI"), LIBERTY MEDIA INTERNATIONAL, INC., a Delaware corporation ("LMI"), LIBERTY MEDIA INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company ("LMINT LLC"), LIBERTY HOLDINGS JAPAN, INC., a Delaware corporation ("Holdings Japan"), and LIBERTY JAPAN, INC., a Delaware corporation (the "Corporation"). Each of Japan VI and Holdings Japan is referred to in this Agreement individually as a "Shareholder" or as a "Stockholder," and are referred to together in this Agreement as the "Shareholders" or as the "Stockholders."
LIBERTY JUPITER, INC. CLASS B AND CLASS C STOCKHOLDERS' AGREEMENTStockholders' Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Delaware
THIS STOCKHOLDERS' AGREEMENT (the "Agreement") is entered into as of May 21, 2004 (the "Effective Date"), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation ("LMC"), LIBERTY JAPAN VI, LLC, a Delaware limited liability company ("Japan VI"), LIBERTY MEDIA INTERNATIONAL, INC., a Delaware corporation ("LMI"), LIBERTY MEDIA INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company ("LMINT LLC"), and LIBERTY JUPITER, INC., a Delaware corporation (the "Corporation"). Each of Japan VI and LMINT LLC is referred to in this Agreement individually as a "Shareholder" or as a "Stockholder," and are referred to together in this Agreement as the "Shareholders" or as the "Stockholders."
FORM OF CREDIT FACILITYCredit Facility Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Colorado
THIS CREDIT FACILITY dated as of , 2004 is between LIBERTY MEDIA CORPORATION, a Delaware corporation ("LMC"), and LIBERTY MEDIA INTERNATIONAL, INC., a Delaware corporation ("LMI").
LIBERTY JUPITER, INC. AMENDED AND RESTATED STOCKHOLDERS' AGREEMENTStockholders' Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Colorado
THIS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (the "Agreement") is entered into this 21st day of May, 2004, by and among LIBERTY MEDIA INTERNATIONAL, INC., a Delaware corporation ("LMI"), LIBERTY MEDIA INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company ("LMINT LLC"), Robert R. Bennett ("Bennett"), Miranda Curtis ("Curtis"), Graham Hollis ("Hollis"), Yasushige Nishimura ("Nishimura"), Liberty Jupiter, Inc., a Delaware corporation (the "Corporation"), and, solely for the purposes of Section 9 of this Agreement, LIBERTY MEDIA CORPORATION, a Delaware corporation ("LMC"). Each of LMINT LLC, Curtis, Hollis, Nishimura and Bennett is referred to in this Agreement individually as a "Stockholder," and are referred to collectively in this Agreement as "Stockholders."
FORM OF TAX SHARING AGREEMENT BETWEEN LIBERTY MEDIA CORPORATION AND LIBERTY MEDIA INTERNATIONAL, INC.Tax Sharing Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Colorado
THIS TAX SHARING AGREEMENT (this "Agreement") is entered into as of June , 2004, between Liberty Media Corporation, a Delaware corporation ("LMC"), and Liberty Media International, Inc. ("LMI"), a Delaware corporation. Capitalized terms used in this Agreement are defined herein. Unless otherwise indicated, all "Section" references in this Agreement are to sections of this Agreement.
FORM OF FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Colorado
This Facilities and Services Agreement (this "Agreement") is made and entered into effective as of the day of , 2004 (the "Effective Date"), by and between Liberty Media International, Inc., a Delaware corporation (the "Company"), and Liberty Media Corporation, a Delaware corporation ("Provider"). For all purposes of this Agreement, all terms used in capitalized form will have the meanings set forth in Appendix A.
FORM OF AGREEMENT FOR AIRCRAFT JOINT OWNERSHIP AND MANAGEMENTJoint Ownership and Management Agreement • May 25th, 2004 • Liberty Media International Inc • Cable & other pay television services • Colorado
This Agreement for Joint Ownership and Management ("Agreement") is effective as of May 21, 2004 by and between Liberty Media Corporation with an address of 12300 Liberty Boulevard, Englewood, Co 80112 ("LMC"), and Liberty Media International, Inc. with an address of 12300 Liberty Boulevard, Englewood, Co 80112 ("LMI") (collectively, LMC and LMI are referred to as "Owners" or singularly as "Owner").
