0001104659-04-001378 Sample Contracts

TNCL REGISTRATION RIGHTS AGREEMENT by and among THE NEWS CORPORATION LIMITED LIBERTY MEDIA CORPORATION and LIBERTY NC XIII, INC. Dated as of October 15, 2003
Registration Rights Agreement • January 21st, 2004 • Liberty Media Corp /De/ • Cable & other pay television services • Delaware

This TNCL REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2003 among The News Corporation Limited (A.C.N. 007 190 330) an Australian corporation (the “Company”), Liberty Media Corporation, a Delaware corporation (“LMC”) and Liberty NC XIII, Inc., a Delaware corporation (“Liberty NC XIII)”) (LMC and Liberty NC XIII collectively, the “LMC Purchasers” and, collectively with their respective successors and assigns, the “Holders”). Liberty NC XIII is a Controlled Affiliate of LMC as of the date of this Agreement.

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AMENDED AND RESTATED TNCL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT by and between THE NEWS CORPORATION LIMITED and LIBERTY MEDIA CORPORATION Dated as of December 3, 2001
Registration Rights and Lock-Up Agreement • January 21st, 2004 • Liberty Media Corp /De/ • Cable & other pay television services • Delaware

This AMENDED AND RESTATED TNCL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of December 3, 2001 between The News Corporation Limited, a South Australia corporation (ACN 007 190 330) (the “Company”), and Liberty Media Corporation, a Delaware corporation (“LMC”), as representative of the purchasers identified in Schedule 1 hereto (the “LUVSG Purchasers”) and the purchasers identified on Schedule 2 hereto (the “LTVGIA Purchasers” and, collectively with the LUVSG Purchasers and each of their respective successors and assigns, the “Holders”). This Agreement amends and restates in its entirety the TNCL Registration Rights and Lock-Up Agreement, dated as of May 2, 2001, between the Company and LMC. Each of the LTVGIA Purchasers is a Controlled Affiliate of LMC as of the date of this Agreement.

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