CONTRIBUTION AGREEMENTContribution Agreement • March 31st, 2003 • Liberty Media Corp /De/ • Cable & other pay television services • Delaware
This Agreement (the “Agreement”) is made as of December 26, 2002 (the “Effective Date”), by and among Liberty Media Corporation (“Liberty”), Liberty Media International, Inc. (“LMINT”), Liberty Holdings Europe, Inc. (“Liberty Europe”), Liberty Global, Inc. (“Liberty Global”), Liberty UPCOY, Inc. (“Liberty UPCOY”), Liberty UK, Inc. (“Liberty UK”), Liberty UK Holdings, Inc. (“Liberty UK Holdings”), Liberty Programming UK, Inc. (“Liberty Programming”), Liberty TWSTY Holdings, Inc. (“Liberty TWSTY” and together with Liberty Global, Liberty UPCOY, Liberty UK, Liberty UK Holdings and Liberty Programming, the “Members”), and Liberty International B-L LLC (the “Company”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 31st, 2003 • Liberty Media Corp /De/ • Cable & other pay television services • Delaware
This STOCKHOLDERS’ AGREEMENT dated as of December 27, 2002 is among (i) Liberty Media Corporation, a Delaware corporation (“LMC”), (ii) Liberty Media International, Inc., a Delaware corporation (“LMINT”), (iii) Liberty Holdings Europe, Inc., a Colorado corporation (“Liberty Europe”), and (iv) BCI International Investments, LLC, a Delaware limited liability company (“Bresnan”).
OPERATING AGREEMENT OF LIBERTY INTERNATIONAL B-L LLC December 27, 2002Operating Agreement • March 31st, 2003 • Liberty Media Corp /De/ • Cable & other pay television services • Delaware
This Operating Agreement is made as of the 27th day of December, 2002 (the “Effective Date”), by and among Liberty Global, Inc. (“Liberty Global”), Liberty UPCOY, Inc. (“Liberty UPCOY”), Liberty UK, Inc. (“Liberty UK”), Liberty UK Holdings, Inc. (“Liberty UK Holdings”), Liberty Programming UK, Inc. (“Liberty Programming”) and Liberty TWSTY Holdings, Inc. (“Liberty TWSTY”), such parties being all of the Members of Liberty International B-L LLC, a Delaware limited liability company (the “Company”), on the Effective Date.
DEED OF ADHERENCE THIS DEED OF ADHERENCE is made on December 23, 2002Deed of Adherence • March 31st, 2003 • Liberty Media Corp /De/ • Cable & other pay television services
BY Liberty International B-L LLC (the Covenantor) in favour of the persons whose names are set out as parties to the Revised New Relationship Agreement dated as of 3 March 20000 made by (1) Microsoft Corporation, (2) Liberty Media International, Inc., (3) Liberty UK, Inc., (4) Liberty UK Holdings, Inc., and (5) Telewest Communications plc (the Relationship Agreement) and to those parties who have executed earlier deeds of adherence in this form.
