Exhibit 10.1


 


EXECUTION COPY




 





 


 






 


LGI/SUMISHO SUPER MEDIA, LP


 


AGREEMENT OF LIMITED PARTNERSHIP


 






 


 


Dated as of October 23, 2009


 


 


THE UNITS REPRESENTING THE PARTNERSHIP INTERESTS IN
THIS LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION OR STATE SECURITIES AUTHORITIES AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE GENERAL PARTNER THAT
REGISTRATION IS NOT REQUIRED.  THE SALE
OR OTHER TRANSFER OF THE UNITS IS ALSO RESTRICTED BY CERTAIN PROVISIONS IN THIS
AGREEMENT.


 




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I FORMATION AND DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Formation

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Name

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  Partners

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.4

  	
  Units; Percentage Interests

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.5

  	
  Principal Office; Registered Office and Agent

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.6

  	
  Foreign Qualification

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.7

  	
  Term

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.8

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II PURPOSES AND POWERS

  	
  13

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Purpose

  	
  13

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Other Purposes

  	
  14

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Powers

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE III CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

  	
  14

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Contributions

  	
  14

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Additional Capital Contributions

  	
  14

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Capital Accounts

  	
  15

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  Loans by Limited Partners

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  Transfer

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.6

  	
  Adjustments

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.7

  	
  Market Value Adjustments

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.8

  	
  No Withdrawal of Capital

  	
  17

  
	
   

  	
   

  	
   

  
	
  3.9

  	
  No Interest on Capital

  	
  17

  
	
   

  	
   

  	
   

  
	
  3.10

  	
  Adjustment to Number of Units Outstanding

  	
  17

  
	
   

  	
   

  	
   

  
	
  3.11

  	
  JCOM Share Accounts

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV ALLOCATION OF NET INCOME AND NET LOSSES

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Allocation of Net Income and Net Loss

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Qualified Income Offset

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Limit on Loss Allocations

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Compliance with Code

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Tax Allocations — § 704(c)

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Allocation on Transfer

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE V DISTRIBUTIONS

  	
  18

  



 


i

















 


	
  5.1

  	
  Distributions Generally

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Payment

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.3

  	
  Withholding

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.4

  	
  Distribution Limitation

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI MANAGEMENT

  	
  20

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Admission and Authority of the General Partner

  	
  20

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Management Committee Composition; Appointment and Removal
  of Managers

  	
  20

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Management Committee Recommendations

  	
  21

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Action by General Partner

  	
  21

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  JCOM Governance

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII PROCEDURAL
  REQUIREMENTS — MEETINGS OF LIMITED PARTNERS AND THE MANAGEMENT COMMITTEE

  	
  21

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Management Committee Meetings

  	
  21

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Limited Partner Voting Rights; Limited Partner Meetings

  	
  22

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Place

  	
  22

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  Notice

  	
  22

  
	
   

  	
   

  	
   

  
	
  7.5

  	
  Waiver of Notice

  	
  22

  
	
   

  	
   

  	
   

  
	
  7.6

  	
  Record Date

  	
  22

  
	
   

  	
   

  	
   

  
	
  7.7

  	
  Quorum; Manner of Acting

  	
  22

  
	
   

  	
   

  	
   

  
	
  7.8

  	
  Proxies

  	
  23

  
	
   

  	
   

  	
   

  
	
  7.9

  	
  Meetings by Telephone or Video

  	
  23

  
	
   

  	
   

  	
   

  
	
  7.10

  	
  Action Without a Meeting

  	
  23

  
	
   

  	
   

  	
   

  
	
  7.11

  	
  Minutes of Meetings

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII LIABILITY OF
  PARTNERS AND MANAGERS

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Limited Liability

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Capital Contribution

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Capital Return

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  Reliance

  	
  24

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  Management of Affairs

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX EXCULPATION AND
  INDEMNIFICATION OF GENERAL PARTNER, GP REPRESENTATIVE AND MANAGERS

  	
  24

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Standard of Care

  	
  24

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Exculpation

  	
  25

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  Indemnification

  	
  25

  
	
   

  	
   

  	
   

  
	
  9.4

  	
  Expense Advancement

  	
  25

  



 


ii

















 


	
  9.5

  	
  Insurance

  	
  25

  
	
   

  	
   

  	
   

  
	
  9.6

  	
  Indemnification of Others

  	
  25

  
	
   

  	
   

  	
   

  
	
  9.7

  	
  Rights Not Exclusive

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE X ACCOUNTING AND
  REPORTING

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Fiscal Year

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.2

  	
  Tax Accounting Method

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.3

  	
  Tax Classification and Elections

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.4

  	
  Returns

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.5

  	
  Reports; Annual Financial Statements; Regulatory Reporting
  Obligations

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.6

  	
  Books and Records

  	
  27

  
	
   

  	
   

  	
   

  
	
  10.7

  	
  Information

  	
  27

  
	
   

  	
   

  	
   

  
	
  10.8

  	
  Banking

  	
  28

  
	
   

  	
   

  	
   

  
	
  10.9

  	
  Tax Matters Partner

  	
  28

  
	
   

  	
   

  	
   

  
	
  10.10

  	
  No General Partnership

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI DISSOLUTION

  	
  29

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Dissolution

  	
  29

  
	
   

  	
   

  	
   

  
	
  11.2

  	
  Events of Withdrawal

  	
  30

  
	
   

  	
   

  	
   

  
	
  11.3

  	
  Continuation

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII LIQUIDATION

  	
  31

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Liquidation

  	
  31

  
	
   

  	
   

  	
   

  
	
  12.2

  	
  Tax Termination

  	
  31

  
	
   

  	
   

  	
   

  
	
  12.3

  	
  Priority of Payment

  	
  31

  
	
   

  	
   

  	
   

  
	
  12.4

  	
  Liquidating Distributions

  	
  32

  
	
   

  	
   

  	
   

  
	
  12.5

  	
  No Restoration Obligation

  	
  32

  
	
   

  	
   

  	
   

  
	
  12.6

  	
  Liquidating Reports

  	
  32

  
	
   

  	
   

  	
   

  
	
  12.7

  	
  Certificate of Cancellation

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII TRANSFER
  RESTRICTIONS

  	
  33

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  General Restriction

  	
  33

  
	
   

  	
   

  	
   

  
	
  13.2

  	
  Permitted Transferee

  	
  33

  
	
   

  	
   

  	
   

  
	
  13.3

  	
  General Conditions on Transfers

  	
  33

  
	
   

  	
   

  	
   

  
	
  13.4

  	
  Transfer or Redemption of Units

  	
  34

  
	
   

  	
   

  	
   

  
	
  13.5

  	
  Procedures for Transfer or Redemption of Units

  	
  36

  
	
   

  	
   

  	
   

  
	
  13.6

  	
  Rights of Transferees

  	
  37

  
	
   

  	
   

  	
   

  
	
  13.7

  	
  Security Interest

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV COVENANTS

  	
  37

  



 


iii

















 


	
  14.1

  	
  Confidentiality

  	
  37

  
	
   

  	
   

  	
   

  
	
  14.2

  	
  Consolidation Cooperation

  	
  38

  
	
   

  	
   

  	
   

  
	
  14.3

  	
  [Intentionally Omitted.]

  	
  38

  
	
   

  	
   

  	
   

  
	
  14.4

  	
  Participation Right

  	
  38

  
	
   

  	
   

  	
   

  
	
  14.5

  	
  JCOM Merger Shares

  	
  39

  
	
   

  	
   

  	
   

  
	
  14.6

  	
  Voting Agreement

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV DISPUTES

  	
  40

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Resolution by the Parties

  	
  40

  
	
   

  	
   

  	
   

  
	
  15.2

  	
  Resolution by Arbitration

  	
  40

  
	
   

  	
   

  	
   

  
	
  15.3

  	
  Waiver of Immunities

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVI GENERAL PROVISIONS

  	
  40

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Representations

  	
  40

  
	
   

  	
   

  	
   

  
	
  16.2

  	
  Unregistered Interests

  	
  41

  
	
   

  	
   

  	
   

  
	
  16.3

  	
  Waiver of Dissolution Rights

  	
  41

  
	
   

  	
   

  	
   

  
	
  16.4

  	
  Waivers and Consents Generally

  	
  41

  
	
   

  	
   

  	
   

  
	
  16.5

  	
  Equitable Relief

  	
  41

  
	
   

  	
   

  	
   

  
	
  16.6

  	
  Remedies for Breach

  	
  42

  
	
   

  	
   

  	
   

  
	
  16.7

  	
  Limitation of Liability

  	
  42

  
	
   

  	
   

  	
   

  
	
  16.8

  	
  Amendments

  	
  42

  
	
   

  	
   

  	
   

  
	
  16.9

  	
  Third-Party Rights

  	
  42

  
	
   

  	
   

  	
   

  
	
  16.10

  	
  Counterparts

  	
  42

  
	
   

  	
   

  	
   

  
	
  16.11

  	
  Notice

  	
  42

  
	
   

  	
   

  	
   

  
	
  16.12

  	
  Partial Invalidity

  	
  42

  
	
   

  	
   

  	
   

  
	
  16.13

  	
  Costs

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.14

  	
  Entire Agreement

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.15

  	
  Benefit

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.16

  	
  Binding Effect

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.17

  	
  Further Assurances

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.18

  	
  Headings

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.19

  	
  Terms

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.20

  	
  Governing Law

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.21

  	
  English Language

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.22

  	
  LMI Guarantee

  	
  43

  
	
   

  	
   

  	
   

  
	
  16.23

  	
  Registration Rights Agreement

  	
  43

  



 


iv
















 


LIMITED PARTNERSHIP AGREEMENT


 


OF


 


LGI/SUMISHO SUPER MEDIA, LP


 


A DELAWARE LIMITED PARTNERSHIP


 


This Limited
Partnership Agreement of LGI/Sumisho Super Media, LP, a Delaware
limited partnership, is entered into as of this 23rd day of
October, 2009, by and among Liberty Japan, Inc., a corporation formed
under the laws of the State of Delaware, as the General Partner and as a
Limited Partner, Liberty Jupiter, Inc., a corporation formed under the
laws of the State of Delaware (“Liberty Jupiter”), as a Limited Partner,
and Sumitomo Corporation, a corporation formed under the laws of Japan (“SC”),
as a Limited Partner; and, solely with respect to 16.22 hereof, LGI
International, Inc., f/k/a Liberty Media International, Inc., a
corporation formed under the laws of the State of Delaware (“LMI”).


 


In consideration of the
mutual promises and obligations contained in this Agreement, and with the
intent of being legally bound, the parties agree as follows:


 


ARTICLE
I


 


FORMATION
AND DEFINITIONS


 


1.1           Formation.  The Partnership was originally formed on July 16,
2002, as Liberty Netherlands, Inc., a corporation formed under the laws of
the State of Delaware and changed its name to Liberty Japan IV, Inc. on April 2,
2003.  The Partnership converted from a
corporation into a limited liability company formed under the laws of the State
of Delaware and called LMI Japan IV, LLC pursuant to a Certificate of
Conversion and a Certificate of Formation, each of which were filed on July 19,
2004 with the Delaware Secretary of State pursuant to the Delaware Limited
Liability Company Act.  The Partnership
changed its name to LMI/Sumisho Super Media, LLC pursuant to a Certificate of
Amendment to the Certificate of Formation which was filed on October 20,
2004 with the Delaware Secretary of State pursuant to the Delaware Limited
Liability Company Act.  The Partnership
changed its name to LGI/Sumisho Super Media, LLC pursuant to a second
Certificate of Amendment to the Certificate of Formation which was filed on February 24,
2006 with the Delaware Secretary of State pursuant to the Delaware Limited
Liability Company Act.   The Partnership
converted from a limited liability company into a limited partnership organized
pursuant to the provisions of the Act pursuant to a Certificate of Conversion
and the Certificate, each of which were filed on October 22, 2009 with the
Delaware Secretary of State pursuant to the Act, to be effective as of October 23,
2009.  Pursuant to the conversion,
Liberty Japan, Inc. became the general partner of the Partnership and one
of the Units held by Liberty Japan, Inc. became a Unit representing a
general partnership interest in the Partnership.  The rights and liabilities of the Partners
shall be as provided for in the Act if not otherwise expressly provided for in
this Agreement.  In the event of any
inconsistency between this Agreement and the Act, this Agreement shall control
to the greatest extent permitted by the Act.


 


1.2           Name.  The name of the Partnership shall be
LGI/Sumisho Super Media, LP in English; provided that the Partnership will be
referred to in Japanese as Sumisho/LGI Super Media, LP.  The business of the Partnership will be
conducted under such names, as well as any other name or names as the
Partnership may from time to time determine.


 


1

















 


1.3           Partners.  The address of the Partnership and of each
Partner as of the date of this Agreement is set forth on the attached Exhibit A.


 


1.4           Units; Percentage
Interests.  The Units held by, and
the Percentage Interests of, each Partner as of the date of this Agreement are
set forth on the attached Exhibit B.


 


1.5           Principal Office;
Registered Office and Agent.  The
principal office of the Partnership is located at 12300 Liberty Boulevard,
Englewood, Colorado, 80112, or at such other place as the General Partner may
from time to time designate.  The
Partnership may conduct business at such additional places as the General
Partner deems advisable.  The registered
office of the Partnership in Delaware is located at 2711 Centerville Road, Suite 400,
Wilmington, Delaware, and its registered agent is The Prentice-Hall Corporation
System, Inc.  The Partnership may
change its registered office or registered agent in Delaware in accordance with
the Act.  The Partnership previously
instructed JCOM to send any information provided to the Partnership in its
capacity as a shareholder of JCOM to both the Partnership’s principal office
and to the Partnership c/o SC Partner at the address for SC Partner set forth
on Exhibit A.


 


1.6           Foreign
Qualification.  The Partnership will
apply for any required certificate of authority to do business in any other
state or jurisdiction, as required or appropriate and will file such other
certificates and instruments as may be required or appropriate from time to
time in connection with its formation, existence and operation.


 


1.7           Term.  The Partnership became effective as a limited
partnership on the date its Certificate was filed with the Delaware Secretary
of State and will continue in effect, unless and until a Dissolution occurs and
the Certificate is cancelled in accordance with the Act.


 


1.8           Definitions.  The following terms used in this Agreement
have the corresponding meanings set forth below.


 


	
  Acquired
  Units:

  	
   

  	
  as
  defined in 13.4(b)(ii).

  
	
   

  	
   

  	
   

  
	
  Act:

  	
   

  	
  the
  Delaware Revised Uniform Limited Partnership Act, 6 Del. Code Ann. tit. 6,
  §§ 17-101, et  seq., as it may be amended from time to
  time, and any successor to the Act.

  
	
   

  	
   

  	
   

  
	
  Additional
  Contribution:

  	
   

  	
  as
  defined in 3.2(a).

  
	
   

  	
   

  	
   

  
	
  Additional
  Contribution Notice:

  	
   

  	
  as
  defined in 3.2(a).

  
	
   

  	
   

  	
   

  
	
  Adjusted
  Capital Account Deficit:

  	
   

  	
  with
  respect to any Partner, the deficit balance, if any, in such Partner’s
  Capital Account as of the end of the relevant taxable year, after crediting
  to such Capital Account any amounts which such Partner is obligated to
  restore to the Partnership upon liquidation of such Partner’s interest in the
  Partnership and debiting to such Capital Account the items described in
  § 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of
  the Regulations.

  
	
   

  	
   

  	
   

  
	
  Adjustment
  Transaction:

  	
   

  	
  as
  defined in 3.10.

  



 


2

















 


	
  Affiliate:

  	
   

  	
  with
  respect to a Person, any other Person that directly or indirectly Controls,
  is Controlled by, or is under common Control with, such Person; provided,
  that for purposes of 14.4, “Affiliate” includes only any other Person that
  directly or indirectly is Controlled by such Person and the common stock of
  which is not publicly-traded.

  
	
   

  	
   

  	
   

  
	
  Agreement:

  	
   

  	
  this
  Limited Partnership Agreement, as it may be amended, supplemented or restated
  from time to time.

  
	
   

  	
   

  	
   

  
	
  Assuming
  Partner:

  	
   

  	
  as
  defined in 12.4.

  
	
   

  	
   

  	
   

  
	
  Bankruptcy:

  	
   

  	
  a
  Person will be deemed bankrupt if:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a) any
  proceeding is commenced against such Person as “debtor” for any relief under
  bankruptcy or insolvency laws, or laws relating to the relief of debtors,
  reorganizations, civil rehabilitations, arrangements, compositions, or
  extensions, or such Person becomes subject to procedures for provisional or
  final attachment in respect of all or a material portion of its assets, and
  (i) such proceeding is not dismissed or stayed within 120 days after
  such proceeding has commenced, or (ii) an order for relief against such
  Person is granted, or (b) such Person commences any proceeding for
  relief under bankruptcy or insolvency laws or laws relating to the relief of
  debtors, reorganizations, civil rehabilitations, arrangements, compositions,
  or extensions.

  
	
   

  	
   

  	
   

  
	
  Book
  Value:

  	
   

  	
  with
  respect to any asset, the asset’s adjusted basis for U.S. federal income tax
  purposes, except as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a) the
  initial Book Value of any asset contributed (or deemed contributed under §
  1.708-1(b)(4) of the Regulations) by a Partner to the Partnership will
  be the asset’s Fair Market Value at the time of the contribution;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b) the
  Book Value of all Partnership assets will be adjusted to equal their
  respective Fair Market Values: 
  (i) as of (A) the acquisition of an additional interest in
  the Partnership by any new or existing Partner in exchange for more than a de
  minimis Capital Contribution, or (B) the distribution by the Partnership
  to a Partner of more than a de minimis amount of Partnership property as
  consideration for an interest in the Partnership; and (ii) as of the liquidation
  of the Partnership within the meaning of Regulations § 1.704-1(b)(2)(ii)(g);

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c) the
  Book Value of any Partnership asset distributed to any Partner will be the
  Fair Market Value of the asset on the date of distribution; and

  



 


3

















 


	
   

  	
   

  	
  (d) the
  Book Values of Partnership assets will be increased or decreased to reflect
  any adjustment to the adjusted basis of the assets under Code §§
  734(b) or 743(b), but only to the extent that the adjustment is taken
  into account in determining Capital Accounts under Regulations §
  1.704-1(b)(2)(iv)(m), but Book Values will not be adjusted pursuant to this
  provision to the extent that the General Partner determines that an
  adjustment under clause (b) is necessary or appropriate in connection
  with a transaction that would otherwise result in an adjustment under this
  clause (d).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  After
  the Book Value of any asset has been adjusted under clause (a), clause
  (b) or clause (d) above, Book Value will be adjusted by the
  Depreciation taken into account with respect to the asset for purposes of
  computing Net Income and Net Loss.

  
	
   

  	
   

  	
   

  
	
  Broadband
  Business:

  	
   

  	
  a
  business that owns, leases or operates, or proposes to own, lease or operate,
  a wireline broadband distribution service to deliver primarily video
  services.

  
	
   

  	
   

  	
   

  
	
  Business
  Day:

  	
   

  	
  a
  day other than a Saturday or Sunday on which banks are open for business both
  in New York, New York and Tokyo, Japan, it being agreed that with respect to
  an action to be taken by a party within a certain number of Business Days
  after its receipt of a specified Notice, Business Days will mean Business
  Days in Japan in the case of SC Partner and will mean Business Days in the
  U.S. in the case of LMI Partner.

  
	
   

  	
   

  	
   

  
	
  Capital
  Account:

  	
   

  	
  the
  capital account of a Partner established and maintained in accordance with
  3.3.

  
	
   

  	
   

  	
   

  
	
  Capital
  Contribution:

  	
   

  	
  any
  contribution of money or property by a Partner to the Partnership.

  
	
   

  	
   

  	
   

  
	
  Certificate:

  	
   

  	
  the
  Partnership’s Certificate of Limited Partnership as filed with the Secretary
  of State of Delaware, as amended from time to time.

  
	
   

  	
   

  	
   

  
	
  Chairman:

  	
   

  	
  as
  defined in 6.2(b).

  
	
   

  	
   

  	
   

  
	
  Code:

  	
   

  	
  the
  U.S. Internal Revenue Code of 1986, as amended from time to time (including
  corresponding provisions of any subsequent revenue laws).

  
	
   

  	
   

  	
   

  
	
  Commercially
  Reasonable Efforts:

  	
   

  	
  reasonable
  efforts made by any party that will not require such party to undertake
  extraordinary or unreasonable measures to obtain any consents, approvals or
  other authorizations or to achieve other desired results, including requiring
  such party to make any material expenditures (other than normal filing fees
  or the like) or to accept any material changes in the terms of a

  



 


4

















 


	
   

  	
   

  	
  contract,
  license or other instrument for which a consent, approval or authorization is
  sought.

  
	
   

  	
   

  	
   

  
	
  Contribution
  Agreement:

  	
   

  	
  the
  Contribution Agreement dated as of November 26, 2004 among the initial
  Limited Partners and certain of their predecessors, the Partnership and LMI.

  
	
   

  	
   

  	
   

  
	
  Control:

  	
   

  	
  including
  with correlative meanings, the terms “controlling”, “controlled by” and
  “under common control with”, as used with respect to any Person:  (a) the beneficial ownership, directly
  or indirectly, of voting securities entitling the holder thereof to cast more
  than 50% of the total votes entitled to be cast generally for the election of
  directors (or Persons of a similar position) of such Person by all the
  holders of voting securities of such Person or (b) the possession,
  directly or indirectly, of the power to control or direct the management of
  such Person through a management agreement or other contractual arrangement
  that grants management and operational control irrespective of voting power
  or equity ownership.

  
	
   

  	
   

  	
   

  
	
  Depreciation:

  	
   

  	
  for
  each taxable year or other period, an amount equal to the depreciation,
  amortization or other cost recovery deduction allowable with respect to an
  asset for the year or other period, except that if the Book Value of an asset
  differs from its adjusted basis for U.S. federal income tax purposes at the
  beginning of the year or other period, Depreciation will be an amount which
  bears the same ratio to the beginning Book Value as the U.S. federal income
  tax depreciation, amortization or other cost recovery deduction for the year
  or other period bears to the beginning adjusted tax basis, but if the U.S.
  federal income tax depreciation, amortization, or other cost recovery
  deduction for the year or other period is zero, Depreciation will be
  determined with reference to the beginning Book Value using any reasonable
  method selected by the General Partner.

  
	
   

  	
   

  	
   

  
	
  Dissolution:

  	
   

  	
  the
  happening of any of the events set forth in 11.1.

  
	
   

  	
   

  	
   

  
	
  Distribution:

  	
   

  	
  the
  amount of any money or the Fair Market Value of any property distributed by
  the Partnership to the Partners as an operating or liquidating distribution
  in accordance with this Agreement, reduced by the amount of any Partnership
  liabilities assumed by the distributee or to which the distributed property
  is subject.

  
	
   

  	
   

  	
   

  
	
  Fair
  Market Value:

  	
   

  	
  the
  cash price at which a willing seller would sell and a willing buyer would
  buy, both having full knowledge of the relevant facts and being under no
  compulsion to buy or sell, in an arm’s-length transaction without time
  constraints, all as reasonably determined by the General Partner unless
  otherwise provided in this Agreement.

  



 


5

















 


	
  Fiscal
  Year:

  	
   

  	
  the
  period commencing on January 1 of each year and ending on
  December 31 of such year.

  
	
   

  	
   

  	
   

  
	
  Fully
  Diluted JCOM Shares:

  	
   

  	
  the
  sum at any given time, without duplication, of (a) the aggregate number
  of JCOM Shares that are issued and outstanding, plus (b) the aggregate
  number of JCOM Shares issuable upon the exercise, conversion or exchange of
  all outstanding convertible securities, convertible debt, options, warrants,
  or other direct or indirect rights to purchase or acquire JCOM Shares
  (whether or not then vested or exercisable).

  
	
   

  	
   

  	
   

  
	
  GAAP:

  	
   

  	
  generally
  accepted accounting principles in the U.S., consistently applied.

  
	
   

  	
   

  	
   

  
	
  General
  Partner:

  	
   

  	
  Liberty
  Japan, Inc., in its capacity as general partner of the Partnership, or
  any successor General Partner.

  
	
   

  	
   

  	
   

  
	
  Governmental
  Approvals:

  	
   

  	
  any
  consent, approval or authorization of, notice to, declaration of, or filing
  with, any Governmental Authority.

  
	
   

  	
   

  	
   

  
	
  Governmental
  Authority:

  	
   

  	
  any
  foreign, domestic, federal, territorial, state or local governmental
  authority, quasi-governmental authority, court, government or self-regulatory
  organization, commission, tribunal, organization or any regulatory, administrative
  or other agency, or any political or other subdivision, department or branch
  of any of the foregoing.

  
	
   

  	
   

  	
   

  
	
  GP
  Indemnified Persons:

  	
   

  	
  as
  defined in 9.3(a).

  
	
   

  	
   

  	
   

  
	
  GP
  Representative:

  	
   

  	
  as
  defined in 6.4.

  
	
   

  	
   

  	
   

  
	
  GP
  Standard of Care:

  	
   

  	
  as
  defined in 9.1(a).

  
	
   

  	
   

  	
   

  
	
  Holding
  Company:

  	
   

  	
  in
  relation to a company or corporation, any other company or corporation in
  respect of which it is a Subsidiary.

  
	
   

  	
   

  	
   

  
	
  Income:

  	
   

  	
  for
  each Fiscal Year, each item of income and gain as determined, recognized and
  classified for U.S. federal income tax purposes, but:  (a) any income or gain that is exempt
  from U.S. federal income tax will be included as if it were an item of
  taxable income, (b) any income or gain attributable to the taxable
  disposition of any Partnership asset will be computed by the Partnership as
  if the adjusted basis of such asset as of the date of the disposition were
  equal in amount to the Partnership’s Book Value with respect to such asset as
  of such date, (c) in the event of a distribution of any Partnership
  asset, whether or not in connection with a liquidation of the Partnership,
  such event will for Capital Account purposes be a deemed taxable disposition
  of such Partnership asset immediately prior to such distribution and income
  or gain will be computed and allocated among the Partners as if such property
  were actually disposed of for an

  



 


6

















 


	
   

  	
   

  	
  amount
  realized equal to the Fair Market Value of such asset and as if the adjusted
  basis of such asset was equal to its Book Value at such time, and (d) in
  the event the Book Value of any Partnership asset is adjusted upwards
  pursuant to the definition of Book Value the amount of such adjustment will
  be taken into account for Capital Account purposes as income or gain from the
  disposition of such Partnership asset and allocated among the Partners.

  
	
   

  	
   

  	
   

  
	
  Indemnified
  Persons:

  	
   

  	
  as
  defined in 9.3(b).

  
	
   

  	
   

  	
   

  
	
  Japanese
  Broadband Business Operator:

  	
   

  	
  any
  Person that directly owns or operates a Broadband Business serving
  residential customers in Japan.

  
	
   

  	
   

  	
   

  
	
  JASDAQ:

  	
   

  	
  Japanese
  Association of Securities Dealers Automated Quotation System

  
	
   

  	
   

  	
   

  
	
  JCOM:

  	
   

  	
  Jupiter
  Telecommunications Co., Ltd., a corporation organized under the laws of
  Japan, and any successor (by merger, consolidation, transfer or otherwise, in
  one or a series of transactions), to all or substantially all of its assets.

  
	
   

  	
   

  	
   

  
	
  JCOM
  IPO:

  	
   

  	
  the
  consummation of the first public offering of JCOM’s equity securities and the
  listing of such equity securities on JASDAQ.

  
	
   

  	
   

  	
   

  
	
  JCOM
  IPO Date:

  	
   

  	
  March 23,
  2005, the first day of trading of the JCOM Shares on JASDAQ following the
  consummation of the JCOM IPO.

  
	
   

  	
   

  	
   

  
	
  JCOM
  Merger Shares:

  	
   

  	
  the
  JCOM Shares received by SC and LPJ in the Merger, any other JCOM Shares
  thereafter received by them in respect of such shares, including as a stock
  dividend, and in each case including any other common stock or other
  securities (including securities of another entity) into which such a share
  or common stock is exchanged, converted, reclassified, recapitalized or reconstituted
  in any transaction involving JCOM.

  
	
   

  	
   

  	
   

  
	
  JCOM
  Preemptive Rights:

  	
   

  	
  any
  (a) preemptive rights granted to the Partnership by JCOM or under the
  Japanese Commercial Code or the Articles of Incorporation or Bylaws of JCOM,
  to subscribe for new JCOM Shares in order to maintain its proportionate share
  of ownership upon the issuance of any new JCOM Shares (or upon the issuance
  of any other securities that are directly or indirectly convertible into or
  exchangeable or exercisable for JCOM Shares), or (b) other rights to
  subscribe for new JCOM Shares (or any other securities that are directly or
  indirectly convertible into or exchangeable or exercisable for JCOM Shares)
  granted by JCOM to its shareholders.

  
	
   

  	
   

  	
   

  
	
  JCOM
  Share:

  	
   

  	
  a
  share of common stock of JCOM, and any other common stock or other securities
  (including securities of another entity) into

  



 


7

















 


	
   

  	
   

  	
  which
  such a share of common stock is exchanged, converted, reclassified,
  recapitalized or reconstituted in any transaction involving JCOM.

  
	
   

  	
   

  	
   

  
	
  Liberty
  Jupiter:

  	
   

  	
  as
  defined in the preamble.

  
	
   

  	
   

  	
   

  
	
  Lien:

  	
   

  	
  means,
  with respect to any securities, any lien, pledge, charge, security interest,
  or encumbrance of any nature whatsoever in or on such securities, including,
  without limitation, any purchase option, call or similar right with respect
  to such securities or any limitation on the voting rights of such securities.

  
	
   

  	
   

  	
   

  
	
  Limited
  Owner:

  	
   

  	
  as
  defined in 11.3(a).

  
	
   

  	
   

  	
   

  
	
  Limited
  Partner:

  	
   

  	
  LJI,
  Liberty Jupiter, SC, and any
  Person subsequently admitted to the Partnership as an additional or
  substitute Limited Partner in accordance with the terms of this Agreement, in
  its capacity as a limited partner of the Partnership; but only so long as
  such Person is shown on the Partnership’s books and records as a Limited
  Partner.

  
	
   

  	
   

  	
   

  
	
  Liquidating
  Trustee:

  	
   

  	
  as
  defined in 12.1.

  
	
   

  	
   

  	
   

  
	
  Liquidation:

  	
   

  	
  the
  process of winding up and terminating the Partnership after its Dissolution.

  
	
   

  	
   

  	
   

  
	
  LJI:

  	
   

  	
  Liberty
  Japan, Inc., in its capacity as a Limited Partner, or any Affiliate of
  Liberty Japan, Inc. that succeeds to its Partnership Interest as a
  Limited Partner.

  
	
   

  	
   

  	
   

  
	
  LMI:

  	
   

  	
  as
  defined in the preamble.

  
	
   

  	
   

  	
   

  
	
  LMI
  Limited Partner:

  	
   

  	
  collectively,
  LJI and Liberty Jupiter and any Affiliate of any of them subsequently admitted
  to the Partnership as an additional or substitute Limited Partner in
  accordance with the terms of this Agreement, which collectively will be
  considered as one Limited Partner for purposes of this Agreement.

  
	
   

  	
   

  	
   

  
	
  LMI
  Partner:

  	
   

  	
  collectively,
  the LMI Limited Partner and the General Partner, together with any Affiliate
  of the LMI Limited Partner subsequently admitted to the Partnership as a
  substitute General Partner in accordance with the terms of this Agreement.

  
	
   

  	
   

  	
   

  
	
  LMI
  Requested Financial Information:

  	
   

  	
  as
  defined in 10.5(b).

  
	
   

  	
   

  	
   

  
	
  LMINT
  Holdings:

  	
   

  	
  Liberty
  Media International Holdings, LLC, a Delaware limited liability company, and
  any successor (by merger, consolidation, transfer or otherwise, in one or a
  series of transactions), to all or substantially all of its assets.

  



 


8

















 


	
  LMINT
  Holdings Affiliate:

  	
   

  	
  a
  Subsidiary of LMINT Holdings or a Holding Company of LMINT Holdings or any
  other Subsidiary of a Holding Company of LMINT Holdings and also includes any
  company or corporation of which at the time of initial determination of
  whether such entity is an LMINT Holdings Affiliate, securities or other
  ownership interests representing more than 25% of the equity or more than 25%
  of the Ordinary Voting Power or, in the case of a partnership, more than 25%
  of the general partnership interests are, as of such date, owned, controlled
  or held by John C. Malone and such ownership interests or general partnership
  interests, as the case may be, owned, controlled or held by John C. Malone,
  as of such date, represent the largest single percentage of equity or
  Ordinary Voting Power or general partnership interests, as applicable, owned,
  controlled or held by any Person (or any company or corporation that is a
  Subsidiary of such a company or corporation).

  
	
   

  	
   

  	
   

  
	
  Loss:

  	
   

  	
  for
  each Fiscal Year, each item of loss or deduction as determined, recognized
  and classified for U.S. federal income tax purposes, provided, that:  (a) any Code §
  705(a)(2)(B) expenditure will be included as if it were a deductible
  expenditure, (b) any loss attributable to the taxable disposition of any
  Partnership asset will be computed by the Partnership as if the adjusted
  basis of such asset as of the date of the disposition were equal to the
  Partnership’s Book Value with respect to such asset as of such date,
  (c) in the event of a distribution of any Partnership asset, whether or
  not in connection with a liquidation of the Partnership, such event will be a
  deemed taxable disposition of such asset immediately prior to such
  distribution and any loss will be computed and allocated among the Partners
  as if such property were actually disposed of for an amount realized equal to
  the Fair Market Value of such asset and as if the adjusted basis of such
  asset were equal to its Book Value at such time, (d) in the event the
  Book Value of any Partnership asset is adjusted downward pursuant to the
  definition of Book Value, the amount of such adjustment will be taken into
  account as a loss from the disposition of such asset and allocated among the
  Partners, and (e) any deductions for Depreciation with respect to a
  Partnership asset will be determined as if the adjusted basis of such asset
  were equal to the Book Value of such asset pursuant to the methodology
  described in Regulations § 1.704-1(b)(2)(iv)(g)(3).

  
	
   

  	
   

  	
   

  
	
  LPJ:

  	
   

  	
  Liberty
  Global Japan II, LLC, the Affiliate of Liberty Programming Japan, Inc.
  that received JCOM Shares in the Merger.

  
	
   

  	
   

  	
   

  
	
  Management
  Committee:

  	
   

  	
  as
  defined in 6.2(a).

  
	
   

  	
   

  	
   

  
	
  Manager:

  	
   

  	
  an
  individual appointed to serve on the Management Committee in accordance with
  6.2 (b).

  



 


9

















 


	
  Manager
  Standard of Care:

  	
   

  	
  as
  defined in 9.1(b).

  
	
   

  	
   

  	
   

  
	
  Merger:

  	
   

  	
  the
  merger between JCOM and New Thematic Holdco, as defined in the Thematic Channels
  Integration Agreement among JCOM, Jupiter TV Co., Ltd., Liberty Programming
  Japan, Inc. and SC dated as of May 22, 2007.

  
	
   

  	
   

  	
   

  
	
  Net
  Income and Net Loss:

  	
   

  	
  for
  each Fiscal Year:  (a) the excess
  of the Income for such period over the Loss for such period, or (b) the
  excess of the Loss for such period over the Income for such period,
  respectively, but Net Income and Net Loss for a Fiscal Year will be computed
  by excluding from such computation any Income or Loss specially allocated
  under 4.2 through 4.6, any nonrecourse deductions, and any member nonrecourse
  deductions.

  
	
   

  	
   

  	
   

  
	
  Net
  Proceeds:

  	
   

  	
  the
  total amount of cash proceeds received by the Partnership in connection with
  any sale of JCOM Shares made pursuant to 13.4, less the amount of any
  transfer taxes, stamp duties, stamp duty reserve taxes and other similar
  changes or taxes, and any other costs or expenses, incurred by the
  Partnership in connection with such a sale, including without limitation,
  costs and expenses incurred by the Partnership pursuant to its obligations
  under 13.4(c).

  
	
   

  	
   

  	
   

  
	
  Non-Purchasing
  Partner:

  	
   

  	
  as
  defined in 14.4.

  
	
   

  	
   

  	
   

  
	
  Notice:

  	
   

  	
  written
  notice actually delivered or deemed delivered under 16.11.

  
	
   

  	
   

  	
   

  
	
  Offer:

  	
   

  	
  as
  defined in 13.4(b)(i).

  
	
   

  	
   

  	
   

  
	
  Offered
  Units:

  	
   

  	
  as
  defined in 13.4(b)(i).

  
	
   

  	
   

  	
   

  
	
  Offeree:

  	
   

  	
  as
  defined in 13.4(b)(i).

  
	
   

  	
   

  	
   

  
	
  Offer
  Price:

  	
   

  	
  as
  defined in 13.4(b)(i).

  
	
   

  	
   

  	
   

  
	
  Ordinary
  Market Transaction:

  	
   

  	
  any
  sale of JCOM Shares effected in an ordinary market transaction through the
  JASDAQ without the payment to any securities intermediaries such as
  underwriters or placement agents of any commissions or other fees relating to
  the solicitation of offers to buy the JCOM Shares, other than the payment of
  a usual and customary broker’s commission to the broker who executes the
  order to sell the JCOM Shares.

  
	
   

  	
   

  	
   

  
	
  Ordinary
  Voting Power:

  	
   

  	
  voting
  power with respect to the general election of directors (or Persons of a
  similar position), excluding voting power that arises solely upon the
  occurrence of a contingency.

  
	
   

  	
   

  	
   

  
	
  Parent:

  	
   

  	
  (a) in
  relation to any Limited Partner which is, or is an Affiliate of SC, SC, and
  (b) in relation to any Partner which is, or is an

  



 


10

















 


	
   

  	
   

  	
  Affiliate
  of LMI Partner, LMINT Holdings; provided, that LMI Partner or LMINT Holdings
  may hereafter, by written notice to the other Partner, designate as the
  Parent of LMI Partner for purposes of this Agreement, any LMINT Holdings
  Affiliate that (i) has a net worth of at least US$500,000,000 at the
  time of designation, (ii) beneficially owns, directly or indirectly, all
  of the Units beneficially owned, directly or indirectly, by LMINT Holdings
  immediately prior to such designation and (iii) agrees to the guarantee
  set forth in 16.22 for the benefit of the Limited Partners other than LMI
  Partner (provided that LMI will also continue to be bound by the guarantee
  set forth in 16.22).

  
	
   

  	
   

  	
   

  
	
  Participation
  Right:

  	
   

  	
  as
  defined in 14.4.

  
	
   

  	
   

  	
   

  
	
  Partner:

  	
   

  	
  a
  Limited Partner or General Partner as listed on the attached Exhibit A, and any other Person subsequently admitted
  to the Company as an additional or substitute Limited Partner or General
  Partner in accordance with the terms of this Agreement.  Where appropriate in the context,
  references to Partners mean SC Partner, on the one hand, and LMI Partner, on
  the other hand.

  
	
   

  	
   

  	
   

  
	
  Partnership:

  	
   

  	
  as
  defined in the preamble.

  
	
   

  	
   

  	
   

  
	
  Partnership
  Agreement Year:

  	
   

  	
  the
  one-year period commencing on the JCOM IPO Date and each one-year period
  thereafter.

  
	
   

  	
   

  	
   

  
	
  Partnership
  Confidential Information:

  	
   

  	
  as
  defined in 14.1.

  
	
   

  	
   

  	
   

  
	
  Partnership
  Interest:

  	
   

  	
  the
  interest in distributions and allocations of Net Income and Net Losses held
  by a Partner in its capacity as a Partner, denominated in Units, with the
  Units held by the General Partner representing general partnership interests
  and the Units held by the Limited Partners representing limited partnership
  interests.

  
	
   

  	
   

  	
   

  
	
  Percentage
  Interest:

  	
   

  	
  in
  relation to any Partner, the percentage equal to (a) the number of Units
  held by such Partner, divided by (b) the total number of Units held by
  all Partners, calculated at the time of measurement.

  
	
   

  	
   

  	
   

  
	
  Permitted
  Transferee:

  	
   

  	
  as
  defined in 13.2.

  
	
   

  	
   

  	
   

  
	
  Person:

  	
   

  	
  an
  individual, corporation, partnership, limited liability company, trust,
  unincorporated organization, association, Governmental Authority or other entity.

  
	
   

  	
   

  	
   

  
	
  Proceeding:

  	
   

  	
  any
  claim, dispute, demand or threatened, pending or completed action, suit or
  proceeding, whether formal or informal, and whether civil, administrative,
  investigative or criminal.

  
	
   

  	
   

  	
   

  
	
  Purchasing Partner:

  	
   

  	
  as defined in 14.4.

  



 


11
















 


	
  Registration
  Rights Agreement:

  	
   

  	
  that
  certain Registration Rights Agreement by and among the Partnership (then
  known as LMI/Sumisho Super Media, LLC), JCOM and Microsoft Holdings V, Inc.
  in connection with the JCOM IPO.

  
	
   

  	
   

  	
   

  
	
  Regulations:

  	
   

  	
  the
  U.S. Treasury Regulations (including temporary or proposed regulations)
  promulgated under the Code, as amended from time to time (including
  corresponding provisions of succeeding regulations).

  
	
   

  	
   

  	
   

  
	
  Relevant
  JCOM Share Number:

  	
   

  	
  4,240,913,
  which equals the total number of JCOM Shares held by the Partnership as of
  the date of this Agreement plus the number of JCOM Merger Shares received by
  LPJ.

  
	
   

  	
   

  	
   

  
	
  Requesting
  Partner:

  	
   

  	
  as
  defined in 10.5(b).

  
	
   

  	
   

  	
   

  
	
  Sale
  Period:

  	
   

  	
  as
  defined in 13.4(c)(i)(B).

  
	
   

  	
   

  	
   

  
	
  SC:

  	
   

  	
  as
  defined in the preamble.

  
	
   

  	
   

  	
   

  
	
  SC
  Additional Information:

  	
   

  	
  as
  defined in 10.5(b).

  
	
   

  	
   

  	
   

  
	
  SC
  Partner:

  	
   

  	
  SC
  and any Affiliate of SC subsequently admitted to the Partnership as an
  additional or substitute Limited Partner in accordance with the terms of this
  Agreement, which collectively will be considered as one Limited Partner for
  purposes of this Agreement.

  
	
   

  	
   

  	
   

  
	
  SC
  Permitted Number:

  	
   

  	
  if
  a positive number (taking into account any adjustments, including pursuant to
  an Adjustment Transaction, that have been made in accordance with this
  definition as of the time of determination), the number of JCOM Shares
  obtained by subtracting from the Relevant JCOM Share Number, the number that
  equals 55% of the number of Fully Diluted JCOM Shares as of the time of
  determination; provided that upon the occurrence of each Adjustment
  Transaction, appropriate and equitable adjustments will be made in order to
  reflect the principle that the SC Permitted Number will be the SC Permitted
  Number then in effect, as such number would be adjusted in connection with
  such Adjustment Transaction.

  
	
   

  	
   

  	
   

  
	
  Selling
  Partner:

  	
   

  	
  as
  defined in 13.4(b)(i).

  
	
   

  	
   

  	
   

  
	
  Subsidiary:

  	
   

  	
  with
  respect to any company, any other company (a) of which securities or other
  ownership interests representing more than 50% of the equity or more than 50%
  of the Ordinary Voting Power or, in the case of a partnership, more than 50%
  of the general partnership interests are, as of such date, owned, controlled
  or held, by such company, or (b) which is a Subsidiary of another Subsidiary
  of such company.

  



 


12

















 


	
  Super
  Media LMI Account:

  	
   

  	
  as
  defined in 3.11.

  
	
   

  	
   

  	
   

  
	
  Super
  Media SC Account:

  	
   

  	
  as
  defined in 3.11.

  
	
   

  	
   

  	
   

  
	
  Tax
  Matters Partner:

  	
   

  	
  as
  defined in 10.9.

  
	
   

  	
   

  	
   

  
	
  Third
  Party Buyer:

  	
   

  	
  as
  defined in 13.4(b)(i).

  
	
   

  	
   

  	
   

  
	
  Third
  Party Offer:

  	
   

  	
  as
  defined in 13.4(b)(i).

  
	
   

  	
   

  	
   

  
	
  TOB
  Rules:

  	
   

  	
  the
  takeover bid procedures provided in Chapter 2-2 of the Securities and
  Exchange Law of Japan (Law No. 25 of 1948, as amended).

  
	
   

  	
   

  	
   

  
	
  Transfer:

  	
   

  	
  a
  sale, exchange, assignment, transfer or other disposition of a Unit (whether
  voluntary, involuntary or by operation of law).

  
	
   

  	
   

  	
   

  
	
  Transferee:

  	
   

  	
  a
  Person to whom one or more Units are Transferred in compliance with this
  Agreement.

  
	
   

  	
   

  	
   

  
	
  Transferor:

  	
   

  	
  a
  Person who Transfers one or more Units in accordance with this Agreement.

  
	
   

  	
   

  	
   

  
	
  Unacquired
  Units:

  	
   

  	
  as
  defined in 13.4(c)(i).

  
	
   

  	
   

  	
   

  
	
  Unit:

  	
   

  	
  a
  unit of measurement for a Partner’s Partnership Interest.

  
	
   

  	
   

  	
   

  
	
  Unit
  Fair Market Value:

  	
   

  	
  for
  each Unit, the average of the closing prices of a JCOM Share, as reported by
  the JASDAQ, for the five consecutive trading days ending on the trading day
  immediately preceding the date as of which Unit Fair Market Value is to be
  determined.

  
	
   

  	
   

  	
   

  
	
  Withdrawal:

  	
   

  	
  the
  occurrence of an event which terminates a Partner’s status as a Partner in the
  Partnership, as provided in 11.2.

  
	
   

  	
   

  	
   

  
	
  Withdrawal
  Date:

  	
   

  	
  as
  defined in 11.3(a).

  



 


ARTICLE
II


 


PURPOSES
AND POWERS


 


2.1                                 Purpose.  Subject to the provisions of this Agreement,
the purpose of the Partnership is, directly or through Affiliates (a) to own, acquire,
hold, sell or otherwise dispose of JCOM Shares and to take all actions
incidental to or related to such activities, including actions relating to the
exercise of the Partnership’s rights as a holder of JCOM Shares (e.g., voting
the JCOM Shares) and any actions to be taken and decisions to be made pursuant
to any agreements related to the JCOM Shares; (b) to enter into, amend or
terminate any agreements related to the JCOM Shares; and (c) to do any and all
other acts or things that may be incidental, advisable or necessary to carry on
the business of the Partnership as contemplated by this Agreement.  Unless otherwise agreed to by the written
consent of all Partners, unless otherwise provided for in this Agreement or
unless necessary to satisfy any liabilities of the Partnership, the Partnership
will not sell or otherwise Transfer any of its JCOM Shares.


 


13

















 


2.2                                 Other Purposes.  The Partnership may engage in any other
business or other activities agreed to with the written consent of all
Partners, but subject to any restrictions on activities of limited partnerships
under the Act.


 


2.3                                 Powers.  The Partnership has all of the powers granted
to a limited partnership under the Act, as well as all powers necessary or
convenient to achieve its purposes and to further its business that are not
expressly prohibited to the Partnership by applicable law.


 


ARTICLE
III


 


CAPITAL
CONTRIBUTIONS; CAPITAL ACCOUNTS


 


3.1                                 Contributions.  Each Partner or its predecessor in interest
previously contributed a number of JCOM Shares to the Partnership equal to the
number of Units set forth opposite such Partner’s name on Exhibit B.  As of the date of this Agreement, the Capital
Account of each Partner is the amount set forth opposite such Partner’s name on
Exhibit B, which equals the Unit Fair Market Value as of the date of this
Agreement of all the Units held by such Partner.


 


3.2                                 Additional
Capital Contributions.


 


(a)                                  (i)                                     The General Partner
will have the right from time to time to make calls for optional additional
Capital Contributions in order to enable the Partnership to purchase additional
JCOM Shares  pursuant to the exercise of its
JCOM Preemptive Rights, if any (each, an “Additional Contribution”) by
giving Notice to each Limited Partner of any such optional capital call (an “Additional
Contribution Notice”). Each Additional Contribution Notice will specify
each Limited Partner’s Percentage Interest (and which will include in the case
of LJI, the General Partner’s Percentage Interest) of such Additional
Contribution and the date by which such Additional Contribution must be
received by the Partnership if the Limited Partner desires to participate,
which date will be a reasonable period of time prior to the date when the Partnership
must exercise its JCOM Preemptive Rights. 
If the General Partner makes a call for Additional Contributions, each
Limited Partner will have the option to contribute all or any portion of its
Percentage Interest of such Additional Contributions, which contributions will
be in cash.  Additional Units will be
issued to the Limited Partners in respect of such Additional Contributions
(including Additional Contributions made pursuant to 3.2(a)(ii)) on the basis of
one Unit for each JCOM Share acquired with such Limited Partner’s Additional
Contributions; provided, that if application of the foregoing would require the
issuance of fractional Units, the Additional Contributions to be made by each
Limited Partner will be equitably adjusted as determined by the General Partner
so that no fractional Units will be issued. 
No Limited Partner will be required to make an Additional Contribution.


 


(ii)                                  If either LMI Limited
Partner or SC Partner does not elect to fund any portion of its Percentage
Interest of a call for Additional Contributions made pursuant to 3.2(a)(i),
which election will be deemed to have been made by LMI Limited Partner or SC
Partner with respect to any portion of its Percentage Interest of such
Additional Contributions that it does not contribute by the date specified in
the Additional Contribution Notice, then at any time prior to the exercise by
the Partnership of its JCOM Preemptive Rights to which the Additional
Contribution relates, a Limited Partner that has elected to fund its entire Percentage
Interest of a call for Additional Contributions may elect to increase its
Additional Contribution by all or any portion of the amount of the
non-contributing Limited Partner’s share that is not funded by such Limited
Partner without further Notice to the non-contributing Limited Partner.


 


(b)                                 (i)                                     [Intentionally
Omitted]


 


(ii)                                  [Intentionally
Omitted]


 


14

















 


(iii)                               Any additional JCOM
Shares acquired by LMI Partner, SC Partner or either of their respective
Affiliates after the date of this Agreement, including any JCOM Shares acquired
pursuant to a debt for equity swap or similar transaction or pursuant to 14.4,
will also be contributed by LMI Partner or SC Partner to the Partnership within
10 days after the acquisition of such JCOM Shares in exchange for one Unit per
JCOM Share contributed to the Partnership. 
Notwithstanding the foregoing, LMI Partner may require that SC Partner
hold outside of the Partnership, that portion of any additional JCOM Shares acquired
by SC Partner or its Affiliates which, if such portion were contributed by SC
Partner to the Partnership, would cause LMI Partner’s Percentage Interest to be
less than 55%.  To the extent that any
JCOM Shares are held by SC Partner or its Affiliates outside of the Partnership
pursuant to this clause (iii), if SC Partner or its Affiliates desires to sell
any of such JCOM Shares to any Person other than one of its Affiliates, then it
will first offer LMI Partner a right of first refusal to acquire such JCOM
Shares on the terms and conditions set forth in 13.4(b) (read as if all
references to Units were instead references to the JCOM Shares that SC Partner
or its Affiliates desire to sell).


 


(iv)                              Any Partner
contributing JCOM Shares to the Partnership pursuant to this 3.2(b) will be
deemed to have (1) agreed to all of the covenants in Sections 2(c), 3 and 4 of
the Contribution Agreement, and (2) made all of the representations and
warranties set forth in Section 6(a) of the Contribution Agreement as of the
date of such contribution, as if such provisions applied to the Capital
Contributions made pursuant to this 3.2(b).


 


(v)                                 Notwithstanding the
requirements of this 3.2(b), the Partners agree that neither SC nor LPJ is
required to contribute the JCOM Merger Shares to the Partnership.


 


(c)                                  Except as provided in
this 3.2 and in 3.10, the Partnership will not be authorized to issue any
additional Units, except upon the written consent of all of its Partners.


 


(d)                                 If the Partnership
desires to purchase any additional JCOM Shares not already provided for above
in this 3.2, the Partnership will purchase such JCOM Shares and issue
additional Units in respect thereof in accordance with the procedures set forth
in 3.2(a).


 


3.3                                 Capital
Accounts.  A Capital
Account will be maintained for each Partner and credited, charged and otherwise
adjusted as required by § 704(b) of the Code and the § 704(b) Regulations.  Each Partner or its predecessor in interest
has previously made the Capital Contributions giving rise to such Partner’s
current Capital Account.  Following the
date of this Agreement, each Partner’s Capital Account will be:


 


(a)                                  credited with:  (i) the amount of money contributed by a
Partner to the capital of the Partnership as an Additional Contribution, (ii) the
Fair Market Value of property contributed by the Partner as an Additional
Contribution (net of liabilities that the Partnership assumes or takes property
subject to), (iii) the Partner’s allocable share of Income and Net Income
and (iv) all other items properly credited to the Capital Account;


 


(b)                                 charged with:  (i) the amount of money distributed to
the Partner by the Partnership, (ii) the Fair Market Value of property
distributed to the Partner by the Partnership (net of liabilities that the
Partner assumes or takes subject to), (iii) the Partner’s allocable share of
Losses and Net Losses and (iv) all other items properly charged to Capital
Account; and


 


(c)                                  otherwise adjusted as
required by the § 704(b) Regulations.


 


Any unrealized appreciation
or Depreciation with respect to any asset distributed in-kind will be allocated
among the Partners in accordance with the provisions of Article 4 as
though such asset had been sold for 


 


15

















 


its Fair Market Value on the
date of Distribution, and the Partners’ Capital Accounts will be adjusted to
reflect both the deemed realization of such appreciation or Depreciation and
the Distribution of such property.


 


The foregoing provisions and
the other provisions of this Agreement relating to the maintenance of the
Capital Accounts are intended to comply with the § 704(b) Regulations and will
be interpreted and applied in a manner consistent with such Regulations and any
amendment or successor provision thereto. 
The General Partner also will make any appropriate modifications if
unanticipated events might otherwise cause this Agreement not to comply with
the Regulations, so long as such changes would not cause a material change in
the relative economic benefits of the Partners under this Agreement.


 


3.4                                 Loans by
Limited Partners.


 


(a)                                  With the consent of
the General Partner, any Limited Partner or an Affiliate of a Limited Partner
may loan money to, act as surety for, or transact other business with the
Partnership provided that any and all transactions between a  Partner or any of its Affiliates and the
Partnership will be conducted on an arm’s length basis and, subject to other
applicable law, will have the same rights and obligations with respect thereto
as a person who is not a  Partner, but no
such transaction will be deemed to constitute a Capital Contribution to the
Partnership and will not increase the Capital Account of any person engaging in
any such transaction.


 


(b)                                 The Partners will
minimize the operating expenses of the Partnership.  Without limiting the generality of the
foregoing, the Partnership will not pay any salary or other remuneration to any
Manager, GP Representative or Partner and the Partnership will not have any officers
or employees.  Any fees (including,
without limitation fees and expenses of attorneys, financial accountants and
brokers) arising out of, or incurred in connection with, a sale or purchase of,
JCOM Shares by the Partnership, will be borne by each  Partner in proportion to the number of JCOM
Shares sold or purchased on behalf of such 
Partner.  If the General Partner
determines that funds are needed for operating expenses, the  Partners will loan the necessary funds to the
Partnership in proportion to their respective Percentage Interests or will pay
such operating expenses directly in proportion to their respective Percentage
Interests; provided, that if a Partner defaults in its obligation to loan or
pay its Percentage Interest of any operating expenses, the other Partner may
loan the defaulting  Partner’s share of
such expenses to the Partnership, in which case the defaulting  Partner will be deemed to have guaranteed the
repayment by the Partnership of such amount, or pay the defaulting Partner’s
share directly, in which case the defaulting 
Partner will be obligated to reimburse the other Partner for such
amount.


 


3.5                                 Transfer.  If any Units are Transferred in accordance
with this Agreement, the Capital Account of the Transferor that is attributable
to the Transferred Units will carry over to the Transferee.


 


3.6                                 Adjustments.  The Partners intend to comply with the § 704(b) Regulations
in all respects, and the General Partner is authorized and directed to adjust
the Capital Accounts of the  Partners to
the full extent that the § 704(b) Regulations may apply (including,
without limitation, applying the concepts of qualified income offsets and
minimum gain chargebacks).  To this end,
the General Partner may make any Capital Account adjustment that it determines
to be necessary or appropriate to maintain equality between the aggregate
Capital Accounts of the  Partners and the
amount of Partnership capital reflected on the Partnership’s balance sheet (as
computed for book purposes); as long as such adjustments are consistent with
the underlying economic arrangement of the 
Partners and are based, wherever practicable, on U.S. federal tax
accounting principles.


 


3.7                                 Market Value
Adjustments.  The General
Partner is authorized and directed to make appropriate Capital Account
adjustments upon any Transfer of a Unit, including those that apply upon the 


 


16

















 


constructive
Liquidation of the Partnership under § 708(b) of the Code, all in accordance
with the § 704(b) Regulations. 
Similarly, if optional basis adjustments are made under § 734 or § 743
of the Code, the General Partner is authorized to make appropriate Capital
Account adjustments as required by the § 704(b) Regulations.


 


3.8                                 No Withdrawal
of Capital.  Except as
specifically provided in this Agreement, no 
Partner will be entitled to withdraw all or any part of such Person’s
Capital Account or Capital Contribution from the Partnership prior to the
Partnership’s Dissolution and Liquidation, or, when such withdrawal of capital
is permitted, to demand a distribution of property other than money or as
otherwise provided in this Agreement.


 


3.9                                 No Interest on
Capital.  No  Partner will be entitled to receive interest
on such Person’s Capital Account or Capital Contribution.


 


3.10                           Adjustment to
Number of Units Outstanding.  It is the intent of the Partners that the
number of Units outstanding at any given time be equal to the number of JCOM
Shares held by the Partnership at such time. 
Therefore, if (a) JCOM effects any common stock dividend, stock
split, or reverse stock split of JCOM Shares, or (b) the JCOM Shares are
recapitalized, reclassified or exchanged for other securities (including
securities of another entity) on any basis other than one for one
(collectively, an “Adjustment Transaction”), then the General Partner
will cause the number of outstanding Units to be appropriately and equitably
adjusted on a pro rata basis among the 
Partners so that the number of Units outstanding immediately following
the Adjustment Transaction will be equal to the number of JCOM Shares held by
the Partnership immediately following the Adjustment Transaction.  Each time an Adjustment Transaction occurs,
the Partnership will attach a revised Exhibit B
to this Agreement reflecting the number of Units held by each  Partner immediately following the Adjustment
Transaction and will send a copy thereof to all 
Partners.


 


3.11                           JCOM Share
Accounts.  The
Partnership shall hold the JCOM Shares owned by the Partnership in two separate
security accounts established and maintained by the Partnership which meet the
requirements of 10.8, with (i) the number of JCOM Shares equal to the number of
Units held by SC Partner as set forth in Exhibit B to be held in one security
account (the “Super Media SC Account”) and (ii) the number of JCOM
Shares equal to the number of Units held by LMI Partner as set forth in Exhibit
B to be held in a separate security account (the “Super Media LMI Account”).  The number of JCOM Shares held in the Super
Media SC Account and the Super Media LMI Account shall be adjusted from time to
time as necessary so that at any given time the number of JCOM Shares held in
the Super Media SC Account and the Super Media LMI Account will accurately
reflect the number of Units actually held by SC Partner and LMI Partner,
respectively, subject to any timing differences arising out of the performance
of this Agreement (e.g., timing differences related to the JCOM Shares
attributable to a Partner’s Units having been sold pursuant to 13.4 while the
related redemption of such Partner’s Units has not been completed).  The General Partner, acting through the GP
Representative, will have signatory authority over the Super Media SC Account
and the Super Media LMI Account.


 


ARTICLE
IV


 


ALLOCATION
OF NET INCOME AND NET LOSSES


 


4.1                                 Allocation of
Net Income and Net Loss . 
Except as provided in 4.2 through 4.6, the Partnership’s Net Income or
Net Loss, as the case may be, and each item of income, loss and deduction
entering into the computation thereof, for each Fiscal Year will be allocated
to the  Partners in proportion to their
Percentage Interests.


 


17

















 


4.2                                 Qualified
Income Offset. 
Notwithstanding any other provision of this Agreement to the contrary,
this Agreement includes a “qualified income offset” as defined in the
Regulations under §704 of the Code.


 


4.3                                 Limit on Loss
Allocations. 
Notwithstanding the provisions of 4.1, or any other provision of this
Agreement to the contrary, Net Loss (or items thereof) will not be allocated to
a  Partner if such allocation would cause
or increase such  Partner’s Adjusted
Capital Account Deficit and will be reallocated to the other  Partners, subject to the limitations of this
4.3.


 


4.4                                 Compliance with
Code.  The foregoing provisions of
this Agreement relating to the allocation of Net Income and Net Loss are
intended to comply with Regulations under § 704(b) of the Code and will be
interpreted and applied in a manner consistent with such Regulations.


 


4.5                                 Tax Allocations
— § 704(c).  In
accordance with § 704(c) of the Code and the related Regulations, income,
gain, loss and deduction with respect to any property contributed to the
capital of the Partnership, solely for tax purposes, will be allocated among
the  Partners so as to take account of
any variation between the adjusted basis to the Partnership of the property for
U.S. federal income tax purposes and the initial Book Value of the
property.  If the Book Value of any
Partnership asset is adjusted as described in the definition of Book Value, subsequent
allocations of income, gain, loss and deduction with respect to that asset will
take account of any variation between the adjusted basis of the asset for U.S.
federal income tax purposes and its Book Value in the same manner as under §
704(c) and the related Regulations.  Any
elections or other decisions relating to allocations under this 4.5 will be
made in any manner that the General Partner determines reasonably reflects the
purpose and intention of this Agreement. 
Allocations under this 4.5 are solely for purposes of U.S. federal,
state and local taxes and will not affect, or in any way be taken into account
in computing, any  Partner’s Capital
Account or share of Income, Loss, Net Income, Net Loss or other items or
distributions under any provision of this Agreement.


 


4.6                                 Allocation on
Transfer .  If any
interest in the Partnership is transferred, or is increased or decreased by
reason of the admission of a new  Partner
or otherwise, during any Fiscal Year, the Partnership will allocate Net Income
or Net Loss or items thereof to the Persons who were the holders of such
interest during such Fiscal Year in proportion to the number of days that each
such holder was recognized as the owner of such interest during such Fiscal
Year or, if the Partners agree otherwise, in any other proportion permitted by
the Code and in accordance with this Agreement, but in any event without regard
to the results of Partnership operations during the period in which each such
holder was recognized as the owner of such interest during such Fiscal Year,
and without regard to the date, amount or recipient of any distributions which
may have been made with respect to such interest.


 


ARTICLE
V


 


DISTRIBUTIONS


 


5.1                                 Distributions
Generally.  No
Distributions will be made by the Partnership to its Partners unless approved
by the General Partner, except for (a) Distributions incident to the
Partnership’s redemption of Unacquired Units as provided for in 13.4 or
incident to the redemption of SC Partner’s Units pursuant to 11.3(b) (which
do not require any further approvals), and (b) Distributions incident to the
Partnership’s Liquidation and Dissolution (which will be governed by Article 12).  Except for Distributions provided in (a) or (b)
above which will be governed by the specified Sections, any Distributions so
approved will be applied, in the following order and priority:


 


18
















 


(i)                                     First, to the
retirement of any debt the Partnership owes to the Partners or their Affiliates
(according to the relative priority of repayment of such loans and pro rata
among loans of equal priority if the amount available for repayment is
insufficient for payment in full); and


 


(ii)                                  Thereafter, to
the Partners pro rata in proportion to their Percentage Interests.


 


5.2                                 Payment.  All Distributions will be made to Partners
owning Units on the date of record, such date being the Business Day
immediately preceding the date of Distribution, as reflected on the books of
the Partnership.  Distributions in-kind
may be made with the unanimous written consent of the Partners.  If in-kind Distributions are made, the assets
distributed will be deemed to have been sold immediately preceding the date of
Distribution for a purchase price equal to their Fair Market Value, and the Net
Income or Net Loss arising from such deemed sale will be allocated to the Partners
in accordance with Article 4 and credited to their Capital Accounts in
accordance with Article 3.


 


5.3                                 Withholding.  If required by the Code or by state, local or
foreign law, the Partnership will withhold any required amount from
Distributions to a Partner for payment to the appropriate taxing authority.  Any amount so withheld from a Partner will be
treated as a Distribution by the Partnership to such Partner.  Each Partner agrees to file timely any
agreement that is required by any taxing authority in order to avoid any
withholding obligation that would otherwise be imposed on the Partnership.


 


5.4                                 Distribution
Limitation. 
Notwithstanding any other provision of this Agreement, the Partnership
will not make any Distribution to the Partners if, after the Distribution, the
liabilities of the Partnership (other than liabilities to Partners on account
of their Units) would exceed the Fair Market Value of the Partnership’s assets,
as initially determined by the General Partner.


 


(a)                                  Unless both Managers
recommended such determination, if the General Partner determines that a
Distribution otherwise required to be made pursuant to this Agreement can not
be made because of the operation of this 5.4, SC Partner may elect to require
an independent determination of whether the liabilities of the Partnership
(other than liabilities to Partners on account of their Units) would exceed the
Fair Market Value of the Partnership’s assets after the Distribution in
question, such election to be made by sending Notice to the General Partner
within five Business Days following the General Partner’s determination.  If such election is made by SC Partner, each
of LMI Partner and SC Partner will retain within ten Business Days following SC
Partner’s election, an internationally recognized investment bank to determine
whether the liabilities of the Partnership (other than liabilities to Partners
on account of their Units) would exceed the Fair Market Value of the
Partnership if the Distribution in question were made, it being agreed that the
Fair Market Value of any assets that are JCOM Shares will be the Unit Fair
Market Value for this purpose.


 


(b)                                 Each investment banker
will be instructed to determine the net valuation of the Partnership (Fair
Market Value of the Partnership’s assets minus its liabilities, other than
liabilities to Partners on account of their Units) and to deliver a copy of its
net valuation to each of LMI Partner and SC Partner.  The average of the two net valuations will be
deemed to be the net valuation, unless the amount by which the higher net
valuation exceeds the lower net valuation is greater than 10% of the lower net
valuation, in which event the investment bankers will jointly select a third
investment bank within ten Business Days following delivery of the last of
their net valuations, to determine the net valuation of the Partnership and the
net valuation will be deemed to be equal to the average of the third net
valuation and the other net valuation closest to it.  If either LMI Partner or SC Partner fails to
retain an internationally recognized investment banker within the required time
period, the net valuation of the investment banker retained by the other Partner
will control for purposes of determining whether a Distribution can be made in
accordance with this 5.4.  The valuation
process will in no event last more than 45 days.  Each of SC Partner and LMI Partner will be
responsible for its own fees and expenses related to the valuation process, and
any fees and expenses related to a third valuation will be borne one half by SC
Partner and one half by LMI Partner.  The
Partnership and the Partners will 


 


19

















 


provide all information reasonably requested in connection with the
determination of the net valuation of the Partnership.  With respect to any property subject to a
liability for which the recourse of creditors is limited to the specific
property, such property will be included in assets only to the extent the
property’s Fair Market Value, as determined in accordance with the foregoing,
exceeds its associated liability, and such liability will be excluded from the
Partnership’s liabilities.


 


ARTICLE VI




MANAGEMENT


 


6.1                                 Admission and
Authority of the General Partner.


 


(a)                                  Upon execution of this
Agreement, Liberty Japan, Inc. is hereby admitted to the Partnership as its
sole general partner.  If Liberty Japan, Inc.
ceases to be the General Partner for any reason, then a substitute therefor may
be designated by the LMI Limited Partner, provided that any such substitute
must be an Affiliate of the LMI Limited Partner.  Liberty Japan, Inc. may not be removed as
General Partner without the written consent of the LMI Limited Partner.


 


(b)                                 The General Partner
shall have all the rights and powers of a general partner as provided in the
Act, under any other applicable laws and by this Agreement, except to the
extent that such powers may be expressly limited by the Act, such other laws or
this Agreement. Except as so limited, the General Partner shall have the
exclusive right and power to manage the affairs of the Partnership and is
authorized to do on behalf of the Partnership all things which, in its sole
judgment, are necessary or appropriate to carry out the Partnership’s purpose.


 


6.2                                 Management
Committee Composition; Appointment and Removal of Managers.


 


(a)                                  Prior to making any
decision with respect to the Partnership or causing the Partnership to take any
action, other than actions that the Partnership is expressly authorized or
directed to take pursuant to this Agreement (e.g., performance of the
Partnership’s obligations under 13.4 and the Partnership making liquidating
distributions to the SC Partner pursuant to 11.3(b)), the General Partner shall
consult in good faith with and obtain the recommendation of a management
committee (the “Management Committee”) constituted in accordance with
this Section 6.2.  In accordance with Section
17-303 of the Act, neither the Limited Partners nor the Managers appointed by
them will, by virtue of such advisory role, be deemed for any purpose to be
participating in the control of the business of the Partnership.


 


(b)                                 The Management
Committee will consist of two Managers, with LMI Limited Partner having the
sole right to appoint and remove one Manager, and SC Partner having the sole
right to appoint and remove one Manager. 
Neither LMI Limited Partner nor SC Partner may appoint as a Manager, any
Person who serves on the board of directors or comparable governing body of a
Japanese Broadband Business Operator that competes with JCOM.  The Manager appointed by LMI Limited Partner will
serve as the Chairman of the Management Committee (the “Chairman”). The
name of the initial Manager appointed by LMI Limited Partner (and Chairman)
will be Bernie Dvorak and the name of the initial Manager appointed by SC
Partner will be Naoki Saito.  Each
Manager or the Limited Partner that appointed such Manager is entitled to
appoint an alternate to serve in his or her absence at any meeting of the
Management Committee.  Each Manager will
serve on the Management Committee until his or her resignation or removal by
the Limited Partner that appointed such Manager.  Either Limited Partner may, at any time,
remove a Manager appointed by such Limited Partner and appoint a substitute
Manager by delivering Notice of such removal and appointment to the other
Limited Partner.  Any vacancy on the
Management Committee resulting from the death, disability or resignation of a
Manager will be filled by the Limited Partner that appointed such Manager.  The Management Committee will permit any
individuals designated by any Partner to be observers at any 


 


20

















 


meetings of the Management Committee. 
The Management Committee may also permit individuals to meet apart from
the Management Committee to discuss issues affecting the Partnership and to
make recommendations to the Management Committee with respect to such issues;
provided, that any such group formed by the Management Committee will not have
any decision-making power.  Any such
group will be comprised of at least one individual designated by LMI Limited
Partner and one individual designated by SC Partner.  For the avoidance of doubt, the Management
Committee will not have the power to appoint sub-committees having the power to
exercise any authority on the Management Committee’s behalf.


 


6.3                                 Management
Committee Recommendations.  All
recommendations made by the Management Committee to the General Partner
pursuant to this Section 6.3 will be made by the Management Committee using the
procedures specified in this Section. 
The Manager appointed by LMI Limited Partner pursuant to 6.2 will have
one vote with respect to any Management Committee recommendation, and the
Manager appointed by SC Partner pursuant to 6.2 will have one vote with respect
to any Management Committee recommendation. 
It is the intent of LMI Limited Partner and SC Partner that they will
enjoy the same management style as they have historically exercised with
respect to their JCOM Shares, namely, that they will use commercially
reasonable best efforts to cause the Manager appointed by each of them pursuant
to 6.2 to reach agreement on all recommendations to be made by the Management
Committee to the General Partner.  If the
Manager appointed by LMI Limited Partner and the Manager appointed by SC
Partner cannot reach agreement on any recommendation to be made by the
Management Committee, the Chairman will be entitled to a second or casting vote
in order to break the deadlock, which vote will control and be the
recommendation of the Management Committee.


 


6.4                                 Action by
General Partner.  The General
Partner hereby appoints Elizabeth Markowski as its representative (the “GP
Representative”).  The General
Partner may change the GP Representative upon Notice to the SC Partner.  The Partnership will not have any officers,
except that the General Partner, acting through the GP Representative and/or
any officer of the General Partner, is authorized to act on behalf of the
Partnership and the General Partner on specified matters that have been
approved by the General Partner (e.g., the voting of JCOM Shares held by the
Partnership).


 


6.5                                 JCOM Governance.  The General Partner will cause the
Partnership in its capacity as a shareholder of JCOM to vote the Partnership’s
JCOM Shares in favor of, and to take all other actions within its power to
cause: (a) the election to the JCOM Board of Directors of three non-executive
directors designated by LMI Limited Partner and three non-executive directors
designated by SC Partner (in each case who need not be Japanese nationals or resident
in Japan), (b) the removal of a non-executive JCOM director designated by LMI
Limited Partner or SC Partner at the request of the designating Limited Partner
and the election of a substitute JCOM director designated by such Limited
Partner and (c) the filling of any vacancy on the JCOM Board of Directors
resulting from the death, disability or resignation of a non-executive JCOM
director designated by LMI Limited Partner or SC Partner with a non-executive
director designated by the Limited Partner that originally designated such
non-executive director.  All members of
the JCOM Board of Directors will be nominated and elected in accordance with
the Japanese Commercial Code.


 


ARTICLE VII



PROCEDURAL REQUIREMENTS — MEETINGS OF LIMITED PARTNERS AND THE MANAGEMENT
COMMITTEE


 


7.1                                 Management
Committee Meetings.  The
Management Committee will meet from time to time at the request of any Manager,
such meetings to be conducted in the English language.  All meetings of the Management Committee will
be presided over by the Chairman or, in his or her absence, an alternate
Manager appointed prior to the meeting by the Chairman.  Any individual appointed to serve as 


 


21

















 


an
alternate in the absence of a Manager will have all of the same rights and
powers of the appointing Manager at such meeting, including in the case of an
individual appointed by LMI Limited Partner, the right to a second or casting
vote under 6.3.


 


7.2                                 Limited Partner
Voting Rights; Limited Partner Meetings.  The vote of the Limited Partners will not be
required with respect to any action to be taken by the Partnership except as
specifically set forth in this Agreement. 
Meetings of the Limited Partners will be held at such times, if any, as
the General Partner reasonably determines and sets forth in the Notice of
meeting.


 


7.3                                 Place.  The General Partner may designate any place
as the place of meeting for any meeting of the Limited Partners or the
Management Committee.  If no designation
is made, the place of meeting will be the Partnership’s principal place of
business.


 


7.4                                 Notice.  Notice of any Management Committee or Limited
Partner meeting must be given not fewer than five days and not more than 30
days before the date of the meeting. 
Such Notice must state the place, day and hour of the meeting and the
purpose for which the meeting is called. 
Each Notice will be accompanied by a written agenda (in Japanese and
English) specifying the business of such meeting and will include dial-in
instructions for any Manager or Limited Partner desiring to participate in such
meeting by telephone rather than in person (provided that such five day period
may be shortened with the consent of all Managers or Limited Partners, as
applicable).


 


7.5                                 Waiver of
Notice.  Any Limited Partner or Manager
may waive, in writing, any Notice required to be given to such Limited Partner
or Manager, whether before or after the time stated in such Notice.  Any Limited Partner or Manager who signs
minutes of action (or written consent or agreement) will be deemed to have
waived any required Notice with respect to such action.


 


7.6                                 Record Date.  For the purpose of determining Limited
Partners entitled to Notice of or to vote at any meeting of Limited Partners,
the date on which Notice of the meeting is first given will be the record date
for the determination of Limited Partners. 
Any such determination of Limited Partners entitled to vote at any
meeting of Limited Partners will apply to any adjournment of a meeting.


 


7.7                                 Quorum; Manner
of Acting.


 


(a)                                  A quorum at any
meeting of Limited Partners will consist of all Limited Partners (which Limited
Partners may be in attendance in person, by proxy, by telephone or by video
conference).  Except as otherwise
provided in this Agreement, if a quorum is present at any meeting of the
Limited Partners, the affirmative vote of Limited Partners holding a majority
of the Percentage Interests present at such meeting will be the act of the
Limited Partners.


 


(b)                                 A quorum at any
meeting of the Management Committee will consist of both Managers (which
Managers may be in attendance in person, by proxy, by telephone or video
conference).  In
the event that the appropriate number and/or composition of Managers necessary
for a quorum of the Management Committee is not satisfied on a first call of a
meeting as prescribed in this 7.7(b), including as a result of one Limited
Partner not having a validly appointed Manager at such time, the meeting will
be reconvened on the day that is two Business Days thereafter (which may be
shortened by the written consent of all Managers on the Management
Committee).  In the event that, on a
second call of such meeting, the appropriate number and/or composition of
Managers necessary for a quorum is not satisfied, including as a result of one
Limited Partner not having a validly appointed Manager at such time, the
meeting will be reconvened on the date that is two Business Days thereafter
(which may be shortened by the written consent of all Managers on the
Management Committee); provided that, at the third call of such meeting, the
absence of any Manager not in attendance on both previous calls of the meeting,
including as a result of one Limited 


 


22

















 


Partner not having a validly appointed Manager at such time, will not
prevent the transaction of business at any such meeting, and the vote of the
Manager in attendance at such meeting will be the recommendation of the
Management Committee with respect to all matters voted upon at the meeting for
purposes of 6.3.  Notice of any such
reconvened meeting will be given to all Managers not in attendance at the prior
inquorate meeting or to any Limited Partner that does not have a validly
appointed Manager at such time.


 


7.8                                 Proxies.  At any meeting of Limited Partners or the
Management Committee, a Limited Partner or a Manager may vote in person or by
written proxy given to another Limited Partner or Manager.  Such proxy must be signed by the Limited
Partner or Manager, or by a duly authorized attorney-in-fact, and must be filed
with the Partnership before or at the time of the meeting.  No proxy will be valid after eleven months
from the date of its signing unless otherwise provided in the proxy.  Attendance at the meeting by the Limited Partner
or Manager giving the proxy will revoke the proxy during the period of
attendance.


 


7.9                                 Meetings by
Telephone or Video.  The Limited
Partners and the Managers may participate in a meeting by means of conference
telephone or video or similar communications equipment by which all Limited
Partners or Managers participating in the meeting can hear each other at the
same time.  Such participation will
constitute presence in person at the meeting and waiver of any required
Notice.  The Partnership will take all
reasonable steps to ensure that Limited Partners and Managers are able to
participate by telephone or video conference in meetings of Limited Partners
and meetings of the Management Committee, respectively.


 


7.10                           Action Without
a Meeting.  Any action
required or permitted to be taken at a meeting of Limited Partners or Managers
may be taken without a meeting if, and will be effective when, the action is
evidenced by one or more written consents describing the action taken, signed
by all Limited Partners, or in the case of Managers, signed by at least one
Manager appointed by LMI Limited Partner and at least one Manager appointed by
SC Partner.


 


7.11                           Minutes of
Meetings.  Minutes of
each Management Committee or Limited Partner meeting will be prepared in both
Japanese and English and will be promptly distributed by the Partnership to
each Limited Partner.


 


ARTICLE
VIII



LIABILITY OF PARTNERS AND MANAGERS


 


8.1                                 Limited
Liability.  Except as
otherwise provided in the Act, the debts, obligations and liabilities of the
Partnership (whether arising in contract, tort or otherwise) will be solely the
debts, obligations and liabilities of the Partnership, and neither the General
Partner, any Manager, nor any Limited Partner (including any Person who
formerly held such status) is liable or will be obligated personally for any
such debt, obligation or liability of the Partnership solely by reason of such
status.  No individual trustee, officer,
director, manager, employee, or agent of any Partner, in its individual capacity
as such, will have any personal liability for the performance of any obligation
of such Partner under this Agreement.


 


8.2                                 Capital
Contribution.  Each
Partner is liable to the Partnership for any Capital Contribution or
Distribution that has been wrongfully or erroneously returned or made to such
Partner in violation of the Act, the Certificate or this Agreement.


 


8.3                                 Capital Return.  Any Partner who has received the return of
all or any part of such Partner’s Capital Contribution will have no liability
to return such Distribution to the Partnership after the 


 


23

















 


expiration
of three years from the date of such Distribution unless Notice of an
obligation to return is given to such Person within such three-year period;
provided that if such return of capital has occurred without violation of the
Act, the Certificate or this Agreement, the three-year obligation to return
capital will apply only to the extent necessary to discharge the Partnership’s
liability to its creditors who reasonably relied on such obligation in
extending credit prior to such return of capital.


 


8.4                                 Reliance.  Any Partner and the Managers will be fully
protected in relying in good faith upon the records of the Partnership and upon
such information, opinions, reports or statements by:  (a) any of the Partnership’s other Partners,
employees or committees, or (b) any other Person who has been selected with
reasonable care as to matters such Partner reasonably believes are within such
other person’s professional or expert competence.  Matters as to which such reliance may be made
include the value and amount of assets, liabilities, Income and Losses of the
Partnership, as well as other facts pertinent to the existence and amount of
assets from which distributions to Partners might properly be made


 


8.5                                 Management of
Affairs.  No Limited Partner shall take
part in the control (within the meaning of the Act) of the Partnership’s
affairs or transact any affairs in the Partnership’s name, unless such Limited
Partner is also the General Partner or other Person designated or engaged by
the General Partner to transact any such affairs by or on behalf of the General
Partner or the Partnership. The transaction of any such affairs by a Limited
Partner designated or engaged by the General Partner to do so by or on behalf
of the General Partner or the Partnership shall not be deemed to constitute
participation in control of the Partnership and shall not affect, impair or
eliminate the limitations on the liability of a Limited Partner under this
Agreement.


 


ARTICLE IX



EXCULPATION AND INDEMNIFICATION OF 

GENERAL PARTNER, GP REPRESENTATIVE AND MANAGERS


 


9.1                                 Standard of
Care.


 


(a)                                  To the maximum extent
permitted by the Act, all fiduciary duties of the General Partner to the
Partnership and its Limited Partners are eliminated, with the only fiduciary
duty owed by the General Partner to the Partnership and its Limited Partners
being not to breach the implied contractual covenant of good faith and fair
dealing and not to breach the express terms of this Agreement (the “GP
Standard of Care”).  The General
Partner does not have any other express or implied fiduciary duties to the
Partnership or its Limited Partners. 
Notwithstanding the foregoing, the General Partner owes no fiduciary
duty of any nature to any Limited Owner or to any Transferee that is not
admitted as a Limited Partner.  Any
action or omission by the GP Representative or any officer or director of the
General Partner in connection with the Partnership will be deemed to have been
taken by the General Partner for all purposes of this Agreement, and neither
the GP Representative nor any officer of director of the General Partner will
have any separate liability or duties of any kind to the Partnership or the
Partners, fiduciary or otherwise.


 


(b)                                 The only fiduciary
duty owed by any Manager to the Partnership and its Limited Partners is to
discharge its duties as Manager in good faith, in such manner as it reasonably
believes to be in the best interests of the Partnership, consistent with the
Delaware corporate director fiduciary duty of care, not to engage in willful
misconduct or gross negligence in the discharge of such duties and not to
breach the express terms of this Agreement (the “Manager Standard of Care”).  None of the Managers have any other express
or implied fiduciary duties to the Partnership or its Limited Partners.  Notwithstanding the foregoing, none of the
Managers owe a fiduciary duty of any nature to any Limited Owner or to any
Transferee that is not admitted as a Limited Partner


 


24

















 


9.2                                 Exculpation.


 


(a)                                  The General Partner
will not be liable to the Partnership or to any Limited Partner or Transferee
for any losses, damages, expenses or liabilities arising out of or related to
any act or omission of the General Partner to the extent that, in such act or
omission, the General Partner has not in bad faith breached the GP Standard of
Care.  The sole remedy of the Partnership
and the Limited Partners, in the event of any breach by the General Partner of
the GP Standard of Care is to obtain equitable relief unless such breach
constitutes a bad faith breach of the GP Standard of Care.


 


(b)                                 None of the Managers
will be liable to the Partnership or to any Limited Partner or Transferee for
any losses, damages, expenses or liabilities arising out of or related to any
act or omission of any Manager to the extent that, in such act or omission,
such Manager has not breached the Manager Standard of Care.


 


9.3                                 Indemnification.


 


(a)                                  The Partnership will
indemnify, defend and hold harmless the General Partner, the GP Representative
and the General Partner’s officers and directors (collectively, the “GP
Indemnified Persons”) from and against any and each loss, damage, expense
(including, without limitation, fees and expenses of attorneys and other
advisors and any court costs incurred by any Indemnified Person) or liability
incurred in any Proceeding to which any Indemnified Person is made a party
because such Person was the General Partner, the GP Representative, or an
officer of director of the General Partner and by reason of any act or omission
with respect to the business or affairs of the Partnership performed or omitted
to be performed that does not constitute a bad faith breach of the GP Standard
of Care.


 


(b)                                 The Partnership will
indemnify, defend and hold harmless each of the Managers (together with the GP
Indemnified Persons, the “Indemnified Persons”) from and against any and
each loss, damage, expense (including, without limitation, fees and expenses of
attorneys and other advisors and any court costs incurred by any Manager) or
liability incurred in any Proceeding to which any Manager is made a party
because such Person was a Manager and by reason of any act or omission with
respect to the business or affairs of the Partnership performed or omitted to
be performed in good faith, not in breach of the express terms of this
Agreement or any express directive of the General Partner and reasonably
believed by the Manager to be in or not opposed to the best interests of the
Partnership.


 


9.4                                 Expense
Advancement.  With
respect to the reasonable expenses incurred by an Indemnified Person when such
Indemnified Person is a party to a Proceeding, the Partnership will provide
funds to such Indemnified Person in advance of the final disposition of the
Proceeding if:  (a) such Indemnified
Person furnishes the Partnership with such Person’s written affirmation of a
good faith belief that it is entitled to indemnification under the standards
set forth in this Article, and (b) such Indemnified Person agrees in writing to
repay the advance if it is determined by the General Partner that such
Indemnified Person was not entitled to indemnification under the standards set
forth in this Article.


 


9.5                                 Insurance.  The indemnification provisions of this Article
do not limit any Indemnified Person’s right to recover under any insurance
policy maintained by the Partnership. 
If, with respect to any loss, damage, expense or liability described in
9.3, any Indemnified Person receives an insurance policy indemnification
payment, which, together with any indemnification payment made by the
Partnership, exceeds the amount of such loss, damage, expense or liability,
then the Indemnified Person will immediately repay such excess to the
Partnership.


 


9.6                                 Indemnification
of Others.  The General
Partner may cause the Partnership to indemnify and advance expenses to any
Limited Partner, officer, employee or agent of the Partnership to the same 


 


25

















 


extent
(or to a greater or lesser extent than) the Partnership is obligated to
indemnify and advance expenses to the Indemnified Persons.


 


9.7                                 Rights Not
Exclusive.  The rights
accruing to each Person entitled to indemnification under this Article 9 will
not exclude any other right to which such Person may be lawfully entitled.


 


ARTICLE
X



ACCOUNTING AND REPORTING


 


10.1                           Fiscal Year.  For income tax and accounting purposes, the
fiscal year of the Partnership will be the calendar year.


 


10.2                           Tax Accounting
Method.  For income tax purposes, the
Partnership will use the accrual method of accounting (unless otherwise
required by the Code).  The Tax Matters
Partner will have the authority to adopt all other accounting methods for tax
purposes.


 


10.3                           Tax
Classification and Elections.  Notwithstanding any other provision of this
Agreement, no Partner or employee of the Partnership may take any action
(including, but not limited to, the filing of a U.S. Treasury Form 8832 Entity
Classification Election) which would cause the Partnership to be characterized
as an entity other than a partnership for U.S. federal income tax purposes
without the consent of LMI Partner.


 


10.4                           Returns.  The Partnership will use reasonable efforts
to cause the preparation and timely filing of all tax returns required to be
filed by the Partnership pursuant to the Code, as well as all other tax returns
required in each jurisdiction in which the Partnership does business.


 


10.5                           Reports; Annual
Financial Statements; Regulatory Reporting Obligations.


 


(a)                                  The Partnership will
prepare or will cause the preparation of reasonably detailed unaudited
quarterly and annual financial statements consisting of balance sheets and
statements of income (but not cash flows) for the Partnership, reflecting JCOM’s
financial results and prepared on a historical basis in accordance with GAAP
(excluding footnotes).  The Partnership
will furnish to the Partners unaudited (a) quarterly statements within 60 days
after the end of each calendar quarter and (b) annual statements within 120
days after the end of each calendar year. 
Upon SC Partner’s request, such financial statements will also be
prepared on a Japanese yen basis, but still in accordance with GAAP.  The Partnership will permit SC Partner’s
auditors or auditors appointed by SC Partner in cooperation with the
Partnership’s and JCOM’s auditors to perform audit procedures with respect to
the financial statements of the Partnership and JCOM as of and for the periods
ending March 31 and September 30 of each year.


 


(b)                                 SC Partner and LMI
Partner agree to use Commercially Reasonable Efforts to cause JCOM to produce
within the time frames requested by LMI Partner from time to time, such JCOM
financial statements and other financial information prepared in accordance
with GAAP as LMI may require (the “LMI Requested Financial Information”),
as reasonably determined by LMI, to enable it to consolidate JCOM’s results of
operations with LMI’s results of operations for purposes of U.S. financial
accounting reporting rules and regulations and to meet on a timely basis, LMI’s
reporting or other obligations under applicable law, the rules and regulations
promulgated thereunder and interpretations thereof by the applicable regulatory
authority or its staff, including, without limitation, the U.S. Securities Act
of 1933 and the U.S. Securities Act of 1934. 
SC Partner and LMI Partner agree to use Commercially Reasonable Efforts
to cause JCOM to provide such LMI Requested Financial Information to each of
LMI and SC within 10 to 13 days of each fiscal year or quarter end, as
applicable, or such shorter time period as may be required by LMI pursuant to
the preceding


 


26
















 


sentence.  Following receipt by SC
and LMI of such LMI Requested Financial Information for any fiscal year or
quarter, LMI Partner and SC Partner agree to use Commercially Reasonable
Efforts to cause JCOM to produce, within the time frames requested by SC and
its auditors, such audit work papers, clearance reports and other related
information (the “SC Additional Information”) as SC’s auditors determine
is necessary for SC to include JCOM’s results of operations into SC’s results
of operations using the equity accounting method.  SC Partner and LMI Partner also agree to use
Commercially Reasonable Efforts to cause JCOM, within the time frames requested
by SC Partner or LMI Partner from time to time, to take such action or to
produce such other information, statements and reports, as may be required by
applicable stock exchange or stock associations rules or by applicable
law, the rules and regulations promulgated thereunder or interpretations
thereof by the applicable regulatory authority or its staff, as reasonably
determined by LMI Partner or SC Partner, as the case may be, to timely meet its
or its Affiliates’ disclosure, reporting or other obligations under the rules of
any stock exchange or stock association on which its shares are listed and
under any applicable law and the rules and regulations promulgated
thereunder or interpretations thereof by the applicable regulatory authority or
its staff, including, without limitation, the U.S. Securities Act of 1933,  the U.S. Securities Act of 1934 and the Sarbanes-Oxley
Act of 2002.  Notwithstanding the
foregoing, neither SC Partner nor LMI Partner shall be required to use
Commercially Reasonable Efforts to cause JCOM to produce any information or
take any action at the request of the other Partner (the “Requesting Partner”)
that would be reasonably likely to constitute a violation by JCOM, SC Partner
or LMI Partner of applicable Japanese law based on an opinion, which may be a
reasoned or qualified opinion, of Japanese counsel reasonably acceptable to the
Requesting Partner.  Notwithstanding
anything to the contrary herein, any requests that SC Partner desires to make
pursuant to this 10.5(b) will first be given to LMI Partner by SC Partner
and LMI Partner will then promptly initiate any such requests with JCOM, except
for any requests for SC Additional Information, which may be made by SC Partner
or its auditors to JCOM or its auditors directly, with a copy of any such
request to be delivered to LMI Partner.


 


10.6                           Books and
Records.


 


(a)                                  The following books
and records of the Partnership will be kept at its principal office:  (i) a current list of the full name and
last known business, residence or mailing address of each Partner, (ii) the
original of the Certificate and of this Agreement, as amended (as well as any
signed powers of attorney pursuant to which any such document was executed), (iii) a
copy of the Partnership’s U.S. federal, state and local income tax returns and
reports, and annual financial statements of the Partnership, for the ten most
recent years, and (iv) minutes, or minutes of action or written consent,
of every meeting of the Limited Partners and the Management Committee.


 


(b)                                 The Partnership will
keep at the Partnership’s principal office separate books of account for the
Partnership which will show a true and accurate record of all costs and
expenses incurred, all credits made and received, and all income derived in
connection with the operation of the Partnership in accordance with GAAP
consistently applied as to the Partnership’s financial position and results of
operations.


 


(c)                                  Each Limited Partner
will have the right, at any time with reasonable Notice to the General Partner
and the Partnership and at such Limited Partner’s sole expense, to examine,
copy and audit the Partnership’s books and records during normal business
hours.


 


(d)                                 All books, records
(including bills and invoices), reports and returns of the Partnership required
by this Article will be maintained in a commercially reasonable manner as
reasonably determined by the General Partner.


 


10.7                           Information.  Each Limited Partner has the right, from time
to time and upon reasonable demand for any purpose reasonably related to such
Limited Partner’s ownership of its Units, to obtain from the Partnership:  (a) a current list of the full name and
last known business, residence or mailing 


 


27

















 


address
of each Partner, (b) a copy of the Certificate and of this Agreement, as
amended (as well as any signed powers of attorney pursuant to which any such
document was executed), (c) a copy of the Partnership’s U.S. federal,
state and local income tax returns and reports and annual financial statements
of the Partnership, for the ten most recent years, (d) minutes, or minutes
of action or written consent, of every meeting of the Limited Partners and the
Management Committee, (e) true and full information regarding the amount
of money and a description and statement of the agreed value of any other
property or services contributed or to be contributed by each Partner, and the
date on which each became a Partner, (f) true and full information
regarding the status of the business and financial condition of the
Partnership, (g) copies of any materials that JCOM distributes to the
Partnership that were not also received by any JCOM director designated by such
Partner pursuant to 6.5, or as the Partnership may otherwise reasonably request
from JCOM upon the reasonable request of a Partner and (h) other
information regarding the affairs of the Partnership as is just and
reasonable.  Any demand by a Limited
Partner under this 10.7 must be by Notice to the Partnership, and must state
the purpose of the demand.  Any
inspection or copying of the Partnership’s books and records under this 10.7
will be during normal business hours, and at the expense of the Limited Partner
making the demand.


 


10.8                           Banking.  The General Partner will cause to be
established and maintained one or more bank or financial or security accounts
and safe deposit boxes for the Partnership. 
Without limiting the foregoing, the Partnership will cause to be
established and maintained a non-resident bank account in Japan for so long as
SC Partner has the ability to request a redemption of Units pursuant to 13.4,
in each case provided that such bank account and any other account opened by
the Partnership can be opened and maintained without the Partnership having an
address in Japan and without the necessity of having a Japanese resident be
signatory on such account.  The General
Partner may authorize one or more individuals to sign checks on and withdraw
funds from such bank or financial accounts and to have access to such safe
deposit boxes, and may place such limitations and restrictions on such
authority as the General Partner deems advisable.


 


10.9                           Tax Matters
Partner.  Until further action by the
Partnership, the General Partner is designated as the tax matters partner under
§ 6231(a)(7) of the Code (“Tax Matters Partner”).  The Tax Matters Partner will be responsible
for notifying all Partners of ongoing proceedings, both administrative and
judicial, and will represent the Partnership throughout any such
proceeding.  The Partners will furnish
the Tax Matters Partner with such information as it may reasonably request to
provide the Internal Revenue Service with sufficient information to allow
proper notice to the Partners.  If an
administrative proceeding with respect to a partnership item under the Code has
begun, and the Tax Matters Partner so requests, each Partner will notify the
Tax Matters Partner of its treatment of any partnership item on its U.S.
federal income tax return, if any, which is inconsistent with the treatment of
that item on the partnership return for the Partnership.  Any settlement agreement with the Internal
Revenue Service will be binding upon the Partners only as provided in the
Code.  The Tax Matters Partner will not
bind any other Partner to any extension of the statute of limitations or to a
settlement agreement without such Partner’s written consent.  Any Partner who enters into a settlement
agreement with respect to any partnership item will notify the other Partners
and the Management Committee of such settlement agreement and its terms within
30 days from the date of settlement.  If
the Tax Matters Partner does not file a petition for readjustment of the
partnership items in the Tax Court, U.S. federal District Court or Claims Court
within the 90-day period following a notice of a final partnership
administrative adjustment, any notice partner or 5-percent group (as such terms
are defined in the Code) may institute such action within the following 60
days.  The Tax Matters Partner will
timely notify the other Partners in writing of its decision.  Any notice partner or 5-percent group will
notify any other Partner and the Management Committee of its filing of any
petition for readjustment.


 


10.10                     No General
Partnership.  The
Partners acknowledge the Partnership’s status as a limited partnership formed
under the Act.  The classification of the
Partnership as a partnership for U.S. federal 


 


28

















 


(and,
as appropriate, state, local and foreign) income tax purposes does not create
or imply a general partnership between the Partners for state law or any other
purpose.  All duties and obligations of
the Partners to each other are expressly set forth in this Agreement.  Without limiting the foregoing, the Limited
Partners do not owe to each other, the General Partner or to the Partnership the
duties that a general partner owes to a partnership and its other partners nor
do the General Partner or the Managers owe such duties to each other, the
Partnership or the Partners, it being acknowledged that the only duties owed by
the General Partner and the Managers to each other, the Limited Partners and
the Partnership are as set forth in Article 9.  The Partners (including the General Partner)
and the Managers appointed by them do not have any express or implied fiduciary
duties to the Partnership or each other except the fiduciary duties, if any,
that shareholders in a Delaware corporation might have to each other or the
corporation.


 


ARTICLE XI



DISSOLUTION


 


11.1                           Dissolution.  Dissolution of the Partnership will occur
upon the earliest to occur of any of the following events:


 


(a)                                  the unanimous vote of
the Partners to dissolve the Partnership;


 


(b)                                 an event of Withdrawal
(as defined in 11.2) of a Limited Partner and the election of the remaining
Partners to dissolve in accordance with 11.3(a);


 


(c)                                  without limiting SC
Partner’s obligations under 14.2, at such time as LMI is not able to, or LMI
Limited Partner provides SC Partner with Notice that LMI no longer desires to,
consolidate the financial results of JCOM with LMI for purposes of applicable
U.S. financial reporting rules and regulations;


 


(d)                                 the entry of a decree
of judicial dissolution under the Act;


 


(e)                                  [Intentionally
Omitted];


 


(f)                                    February 18,
2010;


 


(g)                                 either of LJI or
Liberty Jupiter while a Limited Partner, or the General Partner, ceases to be
an Affiliate of its Parent;


 


(h)                                 such time as the sum
of the number of Units and JCOM Shares owned directly by SC Partner and its
Affiliates who are subject to 14.4 exceeds the sum of the number of Units and
JCOM Shares owned directly by LMI Partner and its Affiliates, provided that SC
Partner is not in breach of its obligations hereunder;


 


(i)                                     if either LMI Partner
or SC Partner has materially breached a material provision of this Agreement
and such breach has not been cured within 30 days after receipt of a Notice
from the non-breaching Partner providing reasonable detail concerning the
nature of the breach, then upon the election of the non-breaching Partner; or


 


(j)                                     an event of Withdrawal
of the General Partner, unless the Partnership is continued pursuant to
11.3(c).


 


29

















 


11.2                           Events of
Withdrawal.  An event of
Withdrawal of a Partner occurs when any of the following occurs:


 


(a)                                  with respect to any
Limited Partner, upon the Transfer of all of such Limited Partner’s Units
(which may only be done as otherwise permitted under this Agreement and which
Transfer is treated as a resignation);


 


(b)                                 with respect to any
Partner, upon the voluntary withdrawal, retirement or resignation of the
Partner by Notice to the Partnership;


 


(c)                                  with respect to any
Partner that is a corporation, upon filing of articles of dissolution of the
corporation;


 


(d)                                 with respect to any
Partner that is a partnership, a limited liability company or a similar entity,
upon dissolution and liquidation of such entity (but not solely by reason of a
technical termination under § 708(b)(1)(B) of the Code);


 


(e)                                  with respect to any
Partner, the Bankruptcy of the Partner; or


 


(f)                                    with respect to the
General Partner, upon the Transfer of all of its Units; provided, that if the Transferee
is a Permitted Transferee, such Person will automatically be admitted as the
General Partner as provided in 13.6.


 


Within 10 days following the
happening of any event of Withdrawal with respect to a Partner, such Partner
must give Notice of the date and the nature of such event to the Partnership.


 


11.3                           Continuation.


 


(a)                                  In the event of
Withdrawal of a Limited Partner, the Partnership will be continued unless the
remaining Partners (including the Permitted Transferee of a withdrawing Limited
Partner, if applicable) unanimously elect to dissolve.  If the Partnership is so continued, any
Limited Partner as to which an event of Withdrawal specified in 11.2(b) through
11.2(e) has occurred, or such Limited Partner’s Transferee or other
successor-in-interest (as the case may be) if a Limited Partner has made a
Transfer in violation of this Agreement and such Transfer is found not to be
null and void, will, without further act, become a “Limited Owner” of
its own Units or the Units of the withdrawn Limited Partner.  A Limited Owner has no right:  (i) to participate or interfere in the
management or administration of the Partnership’s business or affairs,
including by virtue of appointment of one or more Managers, (ii) to vote
or agree on any matter affecting the Partnership or any Partner, (iii) to
require any information on account of Partnership transactions or (iv) except
as provided in the next succeeding sentence, to inspect the Partnership’s books
and records.  The only rights of a
Limited Owner are:  (x) to obtain
the information specified in 10.7 if it executes a confidentiality agreement
(in form and substance satisfactory to the General Partner) concerning such
information if not already bound by 10.7, (y) to receive the allocations
and Distributions to which the Units of the Limited Owner are entitled and (z) to
receive all necessary tax reporting information.  Neither the Partnership, the Managers, nor
the Partners will owe any fiduciary duty of any nature to a Limited Owner.  However, each Limited Owner will be subject
to all of the obligations, restrictions and other terms contained in this
Agreement as if it were a Limited Partner.


 


(b)                                 Upon the occurrence of
any event of Dissolution, LMI Limited Partner will have the option to continue
the Partnership, as long as the Partnership first makes all liquidating
Distributions to SC Partner that it would have been required to make under Article 12
if the Partnership had completely wound up its affairs and liquidated.  Any such Distribution to SC Partner will be
made in complete redemption of all Units then owned by SC Partner.


 


30

















 


(c)                                  In the event of
Withdrawal of the General Partner pursuant to 11.2(f), so long as the
Transferee of the General Partner’s Units is a Permitted Transferee, the
Partnership will not be dissolved and the Partnership will continue with the
Transferee of the General Partner’s Units as the new General Partner.  In the event of Withdrawal of the General
Partner pursuant to any other clause of 11.2, 
the Partnership will be dissolved unless the LMI Limited Partner agrees
in writing within 90 days of the event of Withdrawal of the General Partner to
continue the Partnership’s affairs and to the appointment, effective as of the
date of the event of Withdrawal of the General Partner (the “Withdrawal Date”),
of a successor General Partner that is an Affiliate of the LMI Limited
Partner.  If no successor General Partner
is admitted to the Partnership within 90 days following the Withdrawal Date,
the Liquidating Trustee shall proceed with the liquidation of the Partnership’s
assets as provided in 12.1.


 


ARTICLE XII



LIQUIDATION


 


12.1                           Liquidation.  Subject to 11.3, upon Dissolution of the
Partnership, the Partnership will immediately proceed to wind up its affairs
and liquidate pursuant to this 12.1.  The
General Partner shall be the liquidating trustee (the “Liquidating Trustee”)
unless and until a substitute Liquidating Trustee is elected by the Limited
Partners owning a majority of the Units. 
The winding up and Liquidation of the Partnership will be accomplished
in a businesslike manner as determined by the Liquidating Trustee.  A reasonable time will be allowed for the
orderly Liquidation of the Partnership and the discharge of liabilities to
creditors so as to enable the Partnership to minimize any losses attendant upon
Liquidation.  Any gain or loss on
disposition of any Partnership assets in Liquidation will be allocated to the
Partners in accordance with Article 4. 
Any Liquidating Trustee is entitled to reasonable compensation for
services actually performed, and may contract for such assistance in the
liquidating process as such Person deems necessary or desirable.  Until the filing of a certificate of
cancellation under 12.7, and without affecting the liability of the Partners
and without imposing liability on the Liquidating Trustee, the Liquidating
Trustee may settle and close the Partnership’s business, prosecute and defend
suits, dispose of its property, discharge or make provision for its
liabilities, and make Distributions in accordance with the priorities set forth
in this Article.


 


12.2                           Tax Termination.  In addition to termination of the Partnership
following its Dissolution, a termination of the Partnership will occur, for
U.S. federal income tax purposes only, on the date the Partnership is
terminated under § 708(b)(1) of the Code. 
Under current law, events causing such a termination include the sale or
exchange of 50% or more of the total interest in the capital and profits of the
Partnership within a twelve-month period. 
Upon the occurrence of a termination under § 708(b)(1) of the Code,
the Partnership will be deemed to contribute all of its assets and liabilities
to a new partnership for tax purposes in exchange for an interest in such
partnership and, immediately thereafter, to distribute interests in the new
partnership to the Partners in complete liquidation of the Partnership.  All adjustments and computations will be made
under this Agreement as if the constructive transactions had actually occurred,
and the Capital Accounts of the Partners in such new tax partnership will be
determined and maintained in accordance with the § 704(b) Regulations.


 


12.3                           Priority of
Payment.  The assets of the Partnership
will be distributed in Liquidation in the following order:


 


(a)                                  First, to creditors by
the payment or provision for payment of the debts and liabilities of the
Partnership (other than any loans or advances that may have been made by any
Partner or any Affiliate of a Partner) and the expenses of Liquidation;


 


31

















 


(b)                                 Second, to the setting
up of any reserves that are reasonably necessary for any contingent,
conditional or unmatured liabilities or obligations of the Partnership;


 


(c)                                  Third, to the
repayment of any loans or advances to the Partnership that were made by any
Partner or any Affiliate of a Partner (according to the relative priority of
repayment of such loans and proportionally among loans of equal priority if the
amount available for repayment is insufficient for payment in full); and


 


(d)                                 Fourth, to the
Partners pro rata in proportion to their Percentage Interests.


 


12.4                           Liquidating
Distributions.  Liquidating
Distributions due to the Partners will be made by selling the assets of the
Partnership and distributing the net proceeds. 
Notwithstanding the preceding sentence, unless otherwise agreed by the
Partners, liquidating Distributions will be made to the extent possible by distributing
the assets of the Partnership in-kind to the Partners in proportion to the
amounts distributable to them pursuant to 12.3, valuing such assets at their
Fair Market Value (net of liabilities secured by such property that the Partner
takes subject to or assumes), as reasonably agreed by the Partners, on the date
of Distribution.  If the Partners are
unable to agree on net Fair Market Value within 30 days following an event of
Dissolution, each of SC Partner and LMI Partner will retain within 45 days
following an event of Dissolution, an internationally recognized investment
bank to determine net Fair Market Value in accordance with the valuation
process specified in 5.4(b); provided, that if the assets to be distributed are
JCOM Shares, Fair Market Value will be the Unit Fair Market Value and provided
that if either SC Partner or LMI Partner fails to retain an internationally
recognized investment bank within the required time period, net Fair Market
Value as determined by the investment banker retained by the other Partner will
control for purposes of this 12.4.  In
connection with any in-kind Distributions, the assets distributed will be
deemed to have been sold immediately preceding the date of Distribution for a
purchase price equal to their Fair Market Value, and the Net Income or Net Loss
arising from such deemed sale will be allocated to the Partners in accordance
with Article 4 and credited to their Capital Accounts in accordance with Article 3.  Each Partner (the “Assuming Partner”)
agrees to save and hold harmless the other Partner from any and all liabilities
that are taken subject to or assumed by the Assuming Partner.  Appropriate and customary prorations and
adjustments will be made incident to any Distribution in-kind.  Each Partner will look solely to the assets
of the Partnership for the return of its Capital Contributions, and if the
assets of the Partnership remaining after the payment or discharge of the debts
and liabilities of the Partnership are insufficient to return such
contributions, such Partner will have no recourse against the other
Partner.  The Partners acknowledge that
12.3 may establish Distribution priorities on Liquidation different from those
set forth in the Act, as in effect at the time of any Distribution; and, in such
event, it is the Partners’ intention that the provisions of 12.3 will control,
to the extent possible.  If any in-kind
liquidating Distributions of JCOM Shares are to be made, (i) the
Liquidating Trustee and the Partners will use Commercially Reasonable Efforts
to complete the liquidating Distributions in such a manner so that the TOB Rules do
not apply to the Distributions, (ii) any such in-kind liquidating
Distributions of JCOM Shares to SC Partner shall be made from the JCOM Shares
held in the Super Media SC Account and (iii) any such in-kind liquidating
Distributions of JCOM Shares to LMI Partner shall be made from the JCOM Shares
held in the Super Media LMI Account.


 


12.5                           No Restoration
Obligation.  Except as
otherwise specifically provided in this Agreement, nothing contained in this
Agreement imposes on any Partner an obligation to make an Additional
Contribution in order to restore a deficit Capital Account upon Liquidation of
the Partnership.


 


12.6                           Liquidating
Reports.  A report will be submitted
with each liquidating Distribution to the Partners made pursuant to 12.3 and
12.4, showing the collections, disbursements and distributions during the
period, which is subsequent to any previous report.  A final report, showing cumulative
collections, disbursements and distributions, will be submitted upon completion
of the Liquidation process.


 


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12.7                           Certificate of
Cancellation.  Upon
Dissolution of the Partnership and the completion of the winding up of its
business, the Liquidating Trustee (or the Limited Partners, if necessary) shall
cause the cancellation of the Certificate and all qualifications of the
Partnership as a foreign limited partnership in jurisdictions other than the
State of Delaware.


 


ARTICLE XIII



TRANSFER RESTRICTIONS


 


13.1                           General
Restriction.  No Person
may Transfer all or any part of such Person’s Units in any manner whatsoever
except: (a) a Transfer to a Permitted Transferee as specified in 13.2; or (b) as
provided in 13.4, but in any case with respect to a Transfer described in
either (a) or (b), only if the requirements of 13.3 have also been
satisfied.  Any other Transfer of Units
is null and void, and of no effect.  Any
Partner who makes a Transfer of all of its Units in accordance with the
requirements of this Agreement will cease to be a Partner on the date of such
Transfer and will cease on such date to have any rights or future obligations
as a Partner pursuant to this Agreement; provided that such Partner will not be
released from any obligations or liabilities that arose prior to the date of
Transfer or, in the case of SC Partner, from any obligations or liabilities
pursuant to 13.3(e).  Any Limited Partner
who makes a Transfer of part (but not all) of such Limited Partner’s Units will
continue as a Limited Partner (with respect to the interest retained), and such
partial Transfer will not constitute an event of Withdrawal of such Limited
Partner.  The rights and obligations of
any Transferee of a Unit will be governed by the other provisions of this
Agreement.


 


13.2                           Permitted
Transferee.  Subject to
the requirements set forth in 13.3, a Person may Transfer all or any part of
such Person’s Units to any Affiliate of the Person (each, a “Permitted
Transferee”).


 


13.3                           General
Conditions on Transfers. 
Except to the extent that one or more of such conditions is waived by
the General Partner, no Transfer of a Unit will be effective unless all of the
conditions set forth below are satisfied:


 


(a)                                  The Transferor
delivers to the Partnership (i) an opinion of counsel for the Transferor
reasonably satisfactory in form and substance to the General Partner to the
effect that, assuming the accuracy of the statement of the Transferee described
in (ii) below, the Transfer of the Units as proposed does not violate
requirements for registration under applicable U.S. federal and state
securities laws; provided that the requirement of an opinion of counsel will be
waived in circumstances where it is not reasonably necessary, and (ii) a
statement of the Transferee in form and substance reasonably satisfactory to
the General Partner making appropriate representations and warranties with
respect to compliance with the applicable U.S. federal and state securities
laws and as to any other matter reasonably required by the General Partner;


 


(b)                                 The Transferor signs
and delivers to the Partnership a copy of the assignment of the Units to the
Transferee (substantially in the form of the attached Exhibit C);


 


(c)                                  Unless the Transferee
is already a Partner, the Transferee signs and delivers to the Partnership an
agreement (substantially in the form of the attached Exhibit C) to be
bound by this Agreement;


 


(d)                                 The Transfer is in
compliance with the other provisions of this Article;


 


(e)                                  In the case of any
Transfer by SC to an Affiliate, except as the parties may otherwise reasonably
agree, SC signs and delivers to LMI Partner an agreement pursuant to which SC
agrees for the benefit of LMI Partner that it will cause the Transferee to
perform its obligations under this Agreement and 


 


33

















 


guarantees to LMI Partner (as a primary obligor and not as a surety only)
the performance by the Transferee or any Affiliate of SC to which the
Transferee may hereafter Transfer Units, of all SC Partner’s obligations from
time to time in force under the terms of this Agreement for so long as any of
them is a Limited Partner. 
Notwithstanding the foregoing, SC’s obligations under any guarantee
delivered pursuant to this paragraph will terminate with respect to an SC
Partner at such time that the Limited Partner ceases to be an Affiliate of SC
pursuant to a transaction permitted by this Agreement; and


 


(f)                                    In the case of any
Transfer by any LMI Partner to an Affiliate, except as the parties may
otherwise reasonably agree, LMI signs and delivers to SC Partner an agreement
pursuant to which LMI agrees for the benefit of SC Partner that it will cause
the Transferee to perform its obligations under this Agreement and guarantees
to SC Partner (as a primary obligor and not as a surety only) the performance
by the Transferee or any Affiliate of LMI to which the Transferee may hereafter
Transfer Units, of all LMI Partner’s obligations from time to time in force
under the terms of this Agreement for so long as any of them is a Partner.  Notwithstanding the foregoing, LMI’s
obligations under any guarantee delivered pursuant to this paragraph will
terminate with respect to an LMI Partner at such time that the Partner ceases
to be an Affiliate of LMI pursuant to a transaction permitted by this Agreement.


 


13.4                           Transfer or
Redemption of Units.


 


(a)                                  The provisions of this
13.4 do not apply to any Transfer of Units that is otherwise permitted under
13.2.  In accordance with the procedures
set forth in this 13.4, an LMI Partner or SC Partner may Transfer to the other
Partner or have the Partnership redeem, as applicable, all or any part of the
Units comprising its Partnership Interest (subject in all cases to the limits
on the number of Units eligible for redemption set forth in 13.4(c)); provided,
that the procedures set forth in this 13.4 for the Transfer or redemption of
Units will not be initiated by either an LMI Partner or SC Partner (i) more
frequently than once in any rolling 90 day period, or (ii) with respect to
a Transfer or redemption of Units with a Unit Fair Market Value of less than ¥1
billion, measured as of the date the Offer is made.


 


(b)                                 (i)                                     If an LMI Partner or
SC Partner (a “Selling Partner”) desires to have the Partnership redeem
all or any portion of the Units comprising its Partnership Interest (the “Offered
Units”), it will first submit a written offer (the “Offer”) to sell
to the other Partner (the “Offeree”) the Offered Units.  If the Selling Partner has received a bona
fide written offer from any Person other than an Affiliate of such Selling
Partner (a “Third Party Buyer”) to purchase for cash a number of JCOM
Shares equal to the number of Offered Units (a “Third Party Offer”),
then the purchase price per Offered Unit (the “Offer Price”) for the
Offer will be the purchase price per JCOM Share offered by the Third Party
Buyer, which will be payable in cash.  If
the Selling Partner has not received a Third Party Offer, then the Offer Price
per Offered Unit will be the Unit Fair Market Value as of the date on which the
Offer is made, which will be payable in cash. 
The Offer will be accompanied by a copy of any Third Party Offer if
applicable and will set forth in reasonable detail (i) the aggregate
number of Offered Units, (ii) the Offer Price, and if applicable, (iii) the
identity of the Third Party Buyer and the name of its ultimate parent company
and controlling shareholders, if any, and the amount of the Third Party Offer.


 


(ii)                                  If the Offeree desires
to accept the entire Offer, or if there is not a Third Party Offer, any portion
thereof, the Offeree will notify the Selling Partner in writing of its
intention to acquire all of the Offered Units if there is a Third Party Offer
or the number of such Offered Units it desires to acquire if there is not a
Third Party Offer (in either case, the “Acquired Units”), such Notice to
be delivered within five Business Days after the Offer is made (or if no Notice
is given within such five Business Day period, the Offeree will be deemed to
have rejected the Offer in full).  The closing
of such purchase and sale of Acquired Units will occur at such time and will be
subject to such conditions as are set forth in 13.5.  The Offeree may assign its rights to acquire
the Offered Units under this 13.4(b) to any of its Affiliates.  If the closing of the purchase and sale of
the Acquired Units does not occur pursuant to 13.5 due to a breach by the
Offeree of any


 


34
















 


of its
covenants, representations or warranties that are a condition to the
consummation of such purchase, without limiting any rights hereunder or any
remedies provided at law, in equity or otherwise, the Offer will be considered
to have been rejected and the Selling Partner may cause JCOM Shares to be sold
and Units to be redeemed in accordance with the applicable provision set forth
in 13.4(c).  If the closing of the
purchase and sale of the Acquired Units does not occur pursuant to 13.5 for any
reason other than as set forth in the immediately preceding sentence, then all
of the Acquired Units will once again be subject to all of the provisions of
this 13.4.  Following the acquisition of
Acquired Units by a Partner pursuant to this 13.4(b), such Partner may
thereafter require the Partnership to redeem such Units as Unacquired Units
pursuant to 13.4(c) without first offering such Units to the other Partner
pursuant to 13.4(b).


 


(c)                                  (i)                                     If the Offer is not
accepted in full pursuant to 13.4(b)(ii) (with the difference between the
Offered Units and the Acquired Units being referred to as the “Unacquired
Units”), then:


 


(A)                              If the Unacquired
Units were the subject of a Third Party Offer, then in accordance with the
terms and conditions of the Third Party Offer as set forth in the Offer and in
accordance with 13.5, the Partnership will (1) if the Selling Partner is
an LMI Partner, sell to the Third Party Buyer a number of JCOM Shares no
greater than the number of Unacquired Units, (2) if the Selling Partner is
SC Partner, sell to the Third Party Buyer a number of JCOM Shares no greater
than the lesser of (x) the number of Unacquired Units, (y) the SC
Permitted Number less the aggregate number of Units that SC Partner (including
all predecessor SC Partners) has sold to LMI Partner pursuant to 13.4(b) and
less the aggregate number of JCOM Shares that SC Partner (including all
predecessor SC Partners) has caused the Partnership to sell under 13.4(c), in
each case from the date of this Agreement through but not including the date of
sale of JCOM Shares to the Third Party Buyer, and (z) the number obtained
by subtracting the aggregate number of JCOM Shares that SC Partner (including
all predecessor SC Partners) has caused the Partnership to sell under 13.4(c) within
the Partnership Agreement Year in which the sale of JCOM Shares to the Third
Party Buyer will occur from the number that equals one-third of the SC
Permitted Number, and (3) in each case, distribute the Net Proceeds of the
sale of the JCOM Shares and any cash or stock dividends or other distributions
the Partnership has received on such JCOM Shares that have not previously been
distributed to the Partners and that are not otherwise included in the
definition of JCOM Shares, to the Selling Partner, first in retirement of any
debt the Partnership owes to such Selling Partner and next in redemption of a
number of its Unacquired Units equal to the number of JCOM Shares sold; or


 


(B)                                If the Unacquired
Units were not the subject of a Third Party Offer, then for a period of 30 days
after the Offer was not accepted in full pursuant to 13.4(b)(ii) (the “Sale
Period”), the Selling Partner may direct the General Partner to cause the
Partnership to (1) if the Selling Partner is an LMI Partner, sell a number
of JCOM Shares no greater than the aggregate number of Unacquired Units in
Ordinary Market Transactions effected at such times during the Sale Period as
such LMI Partner may reasonably request, (2) if the Selling Partner is SC
Partner, sell a number of JCOM Shares, in Ordinary Market Transactions effected
at such times during the Sale Period as SC Partner may reasonably request, no
greater than the lesser of (x) the number of Unacquired Units, (y) the
SC Permitted Number less the aggregate number of Units that SC Partner (including
all predecessor SC Partners) has sold to LMI Partner pursuant to 13.4(b) and
less the aggregate number of JCOM Shares that SC Partner (including all
predecessor SC Partners) has caused the Partnership to sell under 13.4(c), in
each case from the date of this Agreement until the commencement of the Sale
Period, and (z) the number obtained by subtracting the number of JCOM
Shares that SC Partner (including all predecessor SC Partners) has caused the
Partnership to sell under 13.4(c) within the Partnership Agreement Year in
which the Sale Period commences from the number that equals one-third of the SC
Permitted Number and, (3) in each case, at such time and subject to such
conditions as are set forth in 13.5, the Partnership will distribute the Net Proceeds
of the sales of the JCOM Shares and any cash or stock dividends or other
distributions the Partnership has received on such JCOM Shares that have not
previously been distributed to the Partners and that are not otherwise included
in the definition of JCOM Shares, to the


 


35

















 


Selling
Partner first in retirement of any debt the Partnership owes to such Selling
Partner and next in redemption of a number of its Unacquired Units equal to the
number of JCOM Shares sold.


 


(ii)                                  The redemption of the
Selling Partner’s Unacquired Units pursuant to 13.4(c) will be the only
means for a Selling Partner to Transfer the Unacquired Units and the Selling
Partner may not otherwise Transfer all or any part of the Unacquired Units in
any other manner whatsoever except as permitted by 13.2.


 


(iii)                               To the extent that (A) the
closing of the purchase and sale of JCOM Shares to a Third Party Buyer pursuant
to 13.4(c)(i)(A) does not occur due to a breach by the Third Party Buyer
of any of its covenants, representations or warranties that are a condition to
the consummation of such purchase, (B) prevailing market conditions
prevent the Partnership from completing any sales of JCOM Shares requested by
the Selling Partner pursuant to 13.4(c)(i)(B) during the Sale Period, (C) any
Unacquired Units are not redeemed due to the limitations on the number of
Unacquired Units that may be redeemed that are set forth in 13.4(c)(i)(A) or
(B), or (D) any redemption provided for in this 13.4(c) does not
occur for any other reason, then in each case any Unacquired Units that are not
redeemed by the Partnership will remain subject to the provisions of this 13.4.


 


13.5                           Procedures for
Transfer or Redemption of Units.  Any purchase and sale of Acquired Units to an
Offeree pursuant to 13.4(b), any sale of JCOM Shares by the Partnership
pursuant to 13.4(c) and any redemption of Unacquired Units pursuant to
13.4(c) will be subject to the following terms and conditions:


 


(a)                                  In the case of a
purchase and sale of Acquired Units or the redemption of any Unacquired Units,
the Selling Partner will be deemed to have represented and warranted that: (i) the
Offeree or the Partnership, as applicable, will receive good and valid title to
the Acquired Units free and clear of all Liens of any nature whatsoever; and (ii) all
of such Units can be purchased and sold or redeemed, as applicable, without any
notice to, or consent, approval, order or authorization of, or declaration or
filing with, any other Person other than those already obtained and except for
any required Governmental Approvals.  In
the case of a purchase and sale of JCOM Shares to a Third Party Buyer, the
Partnership will make the following representations and warranties if requested
by the Third Party Buyer: (A) the Third Party Buyer will receive good and
valid title to such JCOM Shares free and clear of all Liens of any nature
whatsoever; and (B) all of such JCOM Shares can be purchased and sold
without any notice to, or consent, approval, order or authorization of, or
declaration or filing with, any other Person other than those already obtained
and except for any required Governmental Approvals.  The Selling Partner will use Commercially
Reasonable Efforts to require the Third Party Buyer to accept any additional
representations, warranties or covenants with respect to the sale of the JCOM
Shares directly from the Selling Partner and not from the Partnership.  In any case, the Selling Partner will
indemnify, defend and hold the Partnership harmless from and against any and
all losses, damages, expenses or liabilities incurred by the Partnership and
arising out of the sale of JCOM Shares by the Partnership at the request of the
Selling Partner, including claims made pursuant to any purchase agreement between
the Partnership and a Third Party Buyer.


 


(b)                                 The closing of any
purchase and sale of Acquired Units or JCOM Shares or any redemption of
Unacquired Units will be subject to the satisfaction of the following
conditions, it being agreed that the parties will use Commercially Reasonable
Efforts to cause such conditions to be met: 
(i) the applicable parties will have made all necessary filings and
taken all actions that are required to be made or taken by them to comply with
the TOB Rules; (ii) all consents, notices, approvals, including
Governmental Approvals expressly required with respect to the transactions to
be consummated at such closing will have been obtained; and (iii) there
will be no preliminary or permanent injunction or other order by any court of
competent jurisdiction restricting, preventing or prohibiting the consummation
of the transactions to be consummated at such closing.


 


36

















 


(c)                                  Unless otherwise
agreed by the applicable parties, the closing of any purchase and sale of
Acquired Units, any sale of JCOM Shares to a Third Party Buyer or any
redemption of Unacquired Units will take place at the principal executive
offices of the Partnership or at such other place as the General Partner may decide,
at 10:00 a.m. local time on a Business Day selected by the Offeree in the
case of a purchase and sale and selected by the Partnership in the case of a
redemption, provided that such closing will occur as promptly as practicable,
and in any event, (i) with respect to a purchase and sale of Acquired
Units, within five Business Days after the Offeree’s acceptance of the Offer, (ii) with
respect to a redemption following a sale of JCOM Shares to a Third Party Buyer
pursuant to 13.4(c)(i)(A), within five Business Days following the closing of
the sale to the Third Party Buyer, (iii) with respect to a redemption
following sales of JCOM Shares in Ordinary Market Transactions pursuant to
13.4(c)(i)(B), within five Business Days after the end of the Sale Period, and (iv) with
respect to any sale of JCOM Shares to a Third Party Buyer pursuant to
13.4(c)(i)(A), within 60 days after the Offeree has rejected the Offer with
respect to the Unacquired Units, subject in each case to extension for up to 90
days to the extent required to satisfy all of the conditions set forth in
13.5(b).


 


(d)                                 Unless the applicable
parties agree otherwise, the purchase price on any purchase and sale of
Acquired Units, the purchase price on any sale of JCOM Shares to a Third Party
Buyer and the redemption price for any cash redemption of Unacquired Units will
be payable in Japanese yen by wire transfer of same day funds to an account at
a bank designated by the applicable party, such designation to be made no less
than five Business Days prior to the applicable closing; provided that, if SC
Partner is the Selling Partner, in order to facilitate SC Partner’s prompt
receipt of payment, any Third Party Buyer will be instructed by the Partnership
to remit the payment to the Partnership’s bank account in Japan if the
Partnership has such an account.


 


(e)                                  In the case of any
purchase and sale of Acquired Units, the conditions set forth in 13.3 must also
be satisfied.  In addition, at the
reasonable request of the Partnership, the Selling Partner will cause the
requirements of 13.3(a) to be satisfied with respect to the Partnership as
Transferor of JCOM Shares by delivering to the Partnership an opinion of
counsel meeting the requirements of 13.3(a)(i) and a statement of the
Transferee meeting the requirements of 13.3(a)(ii), in each case with respect
to the Transfer of JCOM Shares rather than Units.


 


13.6                           Rights of
Transferees.  Any
Transferee acquiring Units in compliance with this Agreement (i) will
become a Limited Partner automatically on the effective date of the Transfer in
the case of any Transfer of any Units to it by a Limited Partner and (ii) will
be admitted as a Partner and become the General Partner automatically on the
effective date of the Transfer if it is the Transferee of all of the General
Partner’s Units and is a Permitted Transferee. 
If the General Partner Transfers less than all of its Units to a
Permitted Transferee, the Units Transferred to such Permitted Transferee will
represent a limited partnership interest and such Permitted Transferee will be
a Limited Partner.


 


13.7                           Security
Interest.  The
Partnership will not pledge or grant a security interest, Lien or other
encumbrance in or against all or any part of the JCOM Shares or any other
assets of the Partnership and no Partner will pledge or grant a security
interest, Lien or other encumbrance in or against all or any part of such
Partner’s Units.


 


ARTICLE XIV



COVENANTS


 


14.1                           Confidentiality.  Each Partner agrees not to disclose (except
to its officers, directors, managers, employees, representatives, advisors,
agents and Affiliates) or to permit any Person Controlled by it to disclose,
and will use its reasonable best efforts to ensure that its officers,
directors, managers, 


 


37

















 


employees,
representatives, Managers, agents and Affiliates do not disclose or permit
disclosure of, any Partnership Confidential Information to any third
party.  For purposes of this 14.1, “Partnership
Confidential Information” means the terms of this Agreement and all
knowledge, information or materials relating to the Partnership which a Partner
obtains by reason of being a Partner in the Partnership (including, with
respect to all Partners as of the date of this Agreement, all knowledge,
information or materials relating to the Partnership prior to its conversion,
which any such Partner obtained by reason of being a member in the Partnership
(then a limited liability company) at such time.  Notwithstanding the foregoing, a Partner may
disclose Partnership Confidential Information:


 


(a)                                  as authorized in
writing by the other Partner;


 


(b)                                 as required by any
applicable law, stock exchange rule or by any subpoena or similar legal
process; provided that, if a Partner is so required to disclose Partnership
Confidential Information, such Partner, to the extent not legally prohibited
from doing so, will promptly provide the other Partner Notice of such
requirement so that the other Partner may, if it desires, seek a protective
order or other appropriate remedy, and the Partner required to make such
disclosure of Partnership Confidential Information will reasonably cooperate
with the Partner seeking such protective order or other remedy.  If such protective order or other remedy is
not sought (or, if sought, is not obtained), the Partner required to make such
disclosure of Partnership Confidential Information will furnish only that
portion of the relevant Partnership Confidential Information which it is
advised by such Partner’s counsel is legally required and will exercise
reasonable efforts to obtain that confidential treatment will be accorded to
such Partnership Confidential Information;


 


(c)                                  if such Partnership
Confidential Information is required to be disclosed by order, request or
guidance of any Governmental Authority, stock exchange or stock association;


 


(d)                                 if such Partnership
Confidential Information was known by the disclosing Partner or its Affiliates
prior to November 26, 2004 (or, if the disclosing Partner became a Partner
of the Partnership after the date of this Agreement, prior to becoming a
Partner of the Partnership);


 


(e)                                  if such Partnership
Confidential Information is in the public domain;


 


(f)                                    if such Partnership
Confidential Information is obtained from a third party in circumstances not
involving a breach of the terms of this 14.1; or


 


(g)                                 to any bona fide
prospective purchaser of the equity interests in or assets of the disclosing
Partner, provided that such purchaser agrees to be bound by the provisions of
this 14.1.


 


The nondisclosure obligation
contained in this 14.1 will be binding upon each Partner for so long as it
holds any Units and for a period of three years thereafter.


 


14.2                           Consolidation
Cooperation.  If at any
time prior to a Dissolution, LMI is not able to, but still desires to, consolidate
the financial results of JCOM with LMI for purposes of applicable U.S.
financial reporting rules and regulations, then upon request by LMI
Partner, LMI Partner and SC Partner will use Commercially Reasonable Efforts to
negotiate amendments to this Agreement and to any other agreements relating to
JCOM or negotiate new agreements relating to such matters to permit continued
consolidation by LMI.


 


14.3                           [Intentionally
Omitted.].


 


14.4                           Participation
Right.  If LMI Partner, SC Partner or
an Affiliate of LMI Partner or SC Partner desires to acquire JCOM Shares
through an Ordinary Market Transaction or from JCOM or any 


 


38

















 


Person
other than an Affiliate of such Partner, the Partner that desires to acquire
JCOM Shares or whose Affiliate desires to acquire JCOM Shares (the “Purchasing
Partner”) must first give prompt written notice to the other Limited
Partner (the “Non-Purchasing Partner”) offering the Non-Purchasing
Partner the right (a “Participation Right”) to purchase a percentage,
not to exceed its Percentage Interest (and which will include in the case of
the LMI Limited Partner, the General Partner’s Percentage Interest), of the
total number of additional JCOM Shares that the Purchasing Partner or its
Affiliate proposes to acquire on the same terms and conditions.  The Notice will specify in reasonable detail (a) the
number of JCOM Shares proposed to be acquired, (b) the proposed purchase
price per JCOM Share or, with respect to JCOM Shares proposed to be acquired
through Ordinary Market Transactions, the maximum price at which shares will be
acquired, (c) with respect to JCOM Shares to be acquired through Ordinary
Market Transactions, the time period over which such shares will be acquired, (d) except
with respect to JCOM Shares to be acquired through Ordinary Market
Transactions, the identity of the Person from whom the Purchasing Partner or
its Affiliate intends to acquire the JCOM Shares and the name of its ultimate
parent company and controlling shareholder(s), if any, and (e) any other
material terms and conditions of the proposed transaction.  If the Non-Purchasing Partner desires to
accept all or any portion of its Participation Right, the Non-Purchasing
Partner will notify the Purchasing Partner in writing of its intention to
acquire all or a portion of its Percentage Interest of the JCOM Shares, such
Notice to be given to the Purchasing Partner within 20 Business Days following
the Non-Purchasing Partner’s receipt of Notice of its Participation Right with
respect to the acquisition of JCOM Shares in Ordinary Market Transactions or
any other acquisition of JCOM Shares and which will constitute the
Non-Purchasing Partner’s agreement to acquire such JCOM Shares on the terms
specified in the Notice (including in the case of Ordinary Market Transactions,
to acquire such JCOM Shares from time to time during the period specified in
the Notice given by the Purchasing Partner) and to be bound by the terms and
conditions of such purchase.  If any
consideration other than cash is to be paid by the Purchasing Partner or its
Affiliate in exchange for the JCOM Shares to be acquired, the Purchasing
Partner will take all necessary actions to permit the Non-Purchasing Partner to
be able to use cash to exercise its Participation Right, with the value of any
non-cash consideration to be paid by the Purchasing Partner to be valued at its
Fair Market Value, as reasonably determined by the unanimous agreement of the
Limited Partners.  If the Limited
Partners are unable to agree on the Fair Market Value within 30 days following
the Purchasing Partner’s receipt of the Non-Purchasing Partner’s Notice to
exercise its Participation Right, each Limited Partner will retain within 45
days following the receipt of such Notice, an internationally recognized
investment bank to determine Fair Market Value in accordance with the valuation
process specified in 5.4(b).  The closing
of any purchase of JCOM Shares under this 14.4 will occur at the time and place
reasonably specified by the Purchasing Partner, with each Limited Partner
directly purchasing the JCOM shares to be acquired by it pursuant to this
14.4.  If the Non-Purchasing Partner
elects not to exercise its Participation Right, which election will be deemed
to have been made by the Non-Purchasing Partner if it does not notify the
Purchasing Partner within such 20-Business Day period, then the Purchasing
Partner or its Affiliate may acquire a number of JCOM Shares no greater than
the amount specified in its Notice and on the terms and conditions specified in
the Notice, without further notice to the Non-Purchasing Partner.  For the avoidance of doubt, the Partners
agree that this 14.4 is not applicable to the acquisition of the JCOM Merger Shares.


 


14.5                           JCOM Merger
Shares.  SC Partner agrees that it
shall not Transfer all or any part of its JCOM Merger Shares to any third party
(including the LMI Partner), except that SC Partner may Transfer all or any
part of its JCOM Merger Shares to an Affiliate. 
LMI agrees that it will cause LPJ not to Transfer all or any part of its
JCOM Merger Shares to any third party (including the SC Partner), except that
LPJ may Transfer all or any part of its JCOM Merger Shares to an Affiliate.


 


14.6                           Voting
Agreement.  SC Partner
agrees that with respect to any matter as to which it is entitled to vote as a
shareholder of JCOM, it will vote all JCOM Merger Shares owned by it, and will
cause any Affiliate to whom it has Transferred JCOM Merger Shares to vote such
shares, in the same 


 


39

















 


manner
that the Partnership votes the JCOM Shares owned by it.  LMI agrees that with respect to any matter as
to which LPJ is entitled to vote as a shareholder of JCOM, it will cause LPJ to
vote all JCOM Merger Shares owned by it, and will cause any Affiliate to whom
it has Transferred JCOM Merger Shares to vote such shares, in the same manner
that the Partnership votes the JCOM Shares owned by it.


 


ARTICLE XV



DISPUTES


 


15.1                           Resolution by
the Parties.  In the
event of a disagreement among the parties, including a disagreement regarding
this Agreement, or any breach thereof, the parties engaged in such disagreement
will use their Commercially Reasonable Efforts to resolve such disagreement
amicably and where applicable the party in breach will promptly take all
reasonable steps to remedy such breach. 
If, at the end of thirty (30) days from notification to the other
parties of such disagreement or breach, no resolution has been reached, the
most senior executive officer (jomu) of each party involved in the disagreement
or alleging or contesting the breach will meet to resolve the matter.  If they, too, are unable to reach a mutually
agreeable resolution within thirty (30) days of the matter being referred to
them any party involved may elect that the matter will be arbitrated in
accordance with 15.2.


 


15.2                           Resolution by
Arbitration.  Any and all
disputes with respect to which such authorized persons failed to reach a
mutually agreeable resolution will be finally and exclusively settled by
arbitration conducted in New York, New York under UNCITRAL Arbitration Rules by
three (3) arbitrators in the English language.  Any such decision will be given in writing
and will state the basis therefore. 
Nothing in this 15.2 will prevent a party from seeking injunctive
relief.  Any arbitral award rendered
under this 15.2 will be final and binding upon the parties.


 


15.3                           Waiver of
Immunities.  In
connection with the enforcement of any arbitral award obtained pursuant to the
requirements of 15.1 and 15.2 or the exercise by any party of its rights under
15.1 and 15.2, each party irrevocably waives any right that it has or may
hereafter acquire, in any jurisdiction, to claim for itself or its revenues,
assets or properties, immunity from service of process, suit, the jurisdiction
of any court, an interlocutory order or injunction or the enforcement of the
same against its property in such court, attachment prior to judgment,
attachment in aid of execution of an arbitral award or judgment (interlocutory
or final) or any other legal process.


 


ARTICLE XVI



GENERAL PROVISIONS


 


16.1                           Representations.  Each Partner represents and warrants to each
other Partner that, as of the signing of this Agreement:


 


(a)                                  such Person is duly
organized, validly existing and in good standing (if applicable) under the laws
of the jurisdiction where it purports to be organized and has the requisite
power and lawful authority to own and operate its assets and properties and to
conduct its business in which it is currently or proposed to be engaged;


 


(b)                                 such Person has full
power and authority to enter into this Agreement and perform its obligations
hereunder;


 


(c)                                  all actions necessary
to authorize the signing and delivery of this Agreement, and the performance of
obligations under it, have been duly taken;


 


40

















 


(d)                                 this Agreement has
been duly signed and delivered by a duly authorized officer or other
representative of such Person and constitutes the legal, valid and binding
obligation of such Person enforceable in accordance with its terms (except as
such enforceability may be affected by applicable Bankruptcy, insolvency or
other similar laws affecting creditors’ rights generally, and except that the
availability of equitable remedies is subject to judicial discretion);


 


(e)                                  no consent, approval,
notice, hearing, filing, registration or any other action with any other Person
is required in connection with the signing, delivery and performance of this
Agreement by such Person;


 


(f)                                    the signing, delivery
and performance of this Agreement do not violate the organizational documents
of such Person, or any material agreement to which such Person is a party or by
which such Person is bound; and


 


(g)                                 such Person has had an
opportunity to perform any due diligence such Person deems necessary or
desirable.


 


16.2                           Unregistered
Interests.  Each
Partner:  (a) acknowledges that the
Units were originally offered and sold without registration under the U.S.
Securities Act of 1933, as amended, or under similar provisions of state law, (b) acknowledges
that such Partner was fully aware at the time of acquisition of its Units of
the economic risks of an investment in the Partnership, and that such risks
must be borne for an indefinite period of time, (c) represents and
warrants that such Partner acquired its Units for such Partner’s own account,
for investment, and with no view to the distribution of the Units and (d) agrees
not to Transfer, or to attempt to Transfer, all or any part of its Units
without registration under the U.S. Securities Act of 1933, as amended, and any
applicable state securities laws, unless the Transfer is exempt from such
registration requirements.  Each Partner
further represents and warrants that such Partner is an “accredited investor”
as defined in Rule 501(a) of the Regulation D under the U.S.
Securities Act of 1933, as amended.


 


16.3                           Waiver of
Dissolution Rights.  The
Partners agree that irreparable damage would occur if any Partner should bring
an action for judicial dissolution of the Partnership.  Accordingly, each Partner accepts the
provisions under this Agreement as such Person’s sole entitlement on
Dissolution of the Partnership and waives and renounces such Person’s right to
seek a court decree of dissolution or to seek the appointment by a court of a
liquidator for the Partnership.  Each
Partner further waives and renounces any alternative rights which might
otherwise be provided by law upon the Withdrawal of such Person and accepts the
provisions under this Agreement as such Person’s sole entitlement upon the
happening of such event.


 


16.4                           Waivers and
Consents Generally.  No course
of dealing will be deemed to amend or discharge any provision of this
Agreement.  No delay in the exercise of
any right will operate as a waiver of such right.  No single or partial exercise of any right
will preclude its further exercise.  A
waiver of any right on any one occasion will not be construed as a bar to, or
waiver of, any such right on any other occasion.


 


16.5                           Equitable
Relief.  If any Partner proposes to
Transfer all or any part of its Units or to disclose confidential information
in violation of the terms of this Agreement, the Partnership, the General
Partner, or any Limited Partner may apply to any court of competent jurisdiction
for a temporary injunctive order prohibiting such proposed Transfer or
disclosure except upon compliance with the terms of this Agreement.  Any attempted Transfer in violation of this
Agreement is null and void, and of no force and effect.  The Person against whom such action or
proceeding is brought waives the claim or 


 


41

















 


defense
that an adequate remedy at law exists, and such Person will not urge in any
such action or proceeding the claim or defense that such remedy at law exists.


 


16.6                           Remedies for
Breach.  Except as provided in 16.3 and
16.5, (a) the rights and remedies of the Partners and the Managers set
forth in this Agreement are neither mutually exclusive nor exclusive of any
right or remedy provided by law, in equity or otherwise and (b) all legal
remedies (such as monetary damages) as well as all equitable remedies (such as
specific performance) will be available for any breach or threatened breach of
any provision of this Agreement.


 


16.7                           Limitation of
Liability.  No party
will be liable to any other party for indirect, consequential or special
damages arising out of a breach by such party of this Agreement, whether based
in contract or tort (including negligence, strict liability or otherwise) and
whether or not advised of the potential for such damages.


 


16.8                           Amendments.  This Agreement may be amended by the
affirmative vote of all Partners; provided, that the General Partner will have
the power, without the affirmative vote of any Limited Partner, to amend this
Agreement solely to reflect the admission, substitution, termination, or
Withdrawal of Limited Partners in accordance with this Agreement.  Any amendment will become effective upon such
approval, unless otherwise provided. 
Notice of any proposed amendment must be delivered to the Partners at
least five days in advance of the meeting at which the amendment will be
considered (unless the approval is evidenced by duly signed minutes of
action).  Any duly adopted amendment to
this Agreement is binding upon, and inures to the benefit of, each Person who
holds a Unit at the time of such amendment, without the requirement that such
Person sign the amendment or any republication or restatement of this
Agreement.


 


16.9                           Third-Party
Rights.  A Person who is not a party to
this Agreement has no right to enforce or enjoy the benefit of any term of this
Agreement.


 


16.10                     Counterparts.  This Agreement may be signed in multiple
counterparts (or with detachable signature pages).  Each counterpart will be considered an
original instrument, but all of them in the aggregate will constitute one
agreement.  Telecopies of signatures will
be given effect for purposes of the signature page of this Agreement and
any amendments to this Agreement.


 


16.11                     Notice.  All Notices under this Agreement will be in
writing in English and will be either delivered or sent addressed as set forth
on Exhibit A or to such other address
as the addressee may hereafter designate by Notice given to the other parties
to this Agreement.  In computing time
periods, the day of Notice will be included. 
For Notice purposes, a day means a calendar day unless otherwise
provided in this Agreement.  Any Notices
given to any Partner or Manager in accordance with this Agreement will be
deemed to have been duly given and received: 
(a) on the date of receipt if personally delivered, (b) upon
confirmation of transmission by the sender’s facsimile machine if sent by
facsimile transmission or (c) three Business Days after having been sent
by an internationally recognized overnight courier service; provided, that any
Notice regarding a change in address of the sender will not be deemed to have
been duly given and received until actually received.  Any Notice to be given to a Manager or
Partner pursuant to Article 7 will also be deemed to have been duly given
and received on the date such Notice is received by the Manager or Partner by
e-mail transmission to the most recent e-mail address on file with the
Partnership in the case of a Manager or to the e-mail address set forth on Exhibit A
in the case of a Partner.


 


16.12                     Partial
Invalidity.  Wherever
possible, each provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law.  However, if for any reason any one or more of
the provisions of this Agreement are held to be invalid, illegal or
unenforceable in any


 


42
















 


respect,
such action will not affect any other provision of this Agreement.  In such event, this Agreement will be
construed as if such invalid, illegal or unenforceable provision had never been
contained in it.  Should any provision of
this Agreement be or become ineffective for reasons beyond the control of the
parties, the parties will use reasonable efforts to agree upon a new provision
which will as nearly as possible have the same commercial effect as the
ineffective provision.


 


16.13       Costs.  Except as otherwise specified in this
Agreement, each of the parties hereto will pay its own costs, charges and
expenses connected with the preparation and implementation of this Agreement
and the transactions contemplated by it.


 


16.14       Entire Agreement.  This Agreement (including its Exhibits) and
the Contribution Agreement contain the entire agreement and understanding of
the Partners concerning its subject matter.


 


16.15       Benefit.  The contribution obligations of each Partner
will inure solely to the benefit of the other Partner and the Partnership,
without conferring on any other Person any rights of enforcement or other
rights.


 


16.16       Binding Effect.  This Agreement is binding upon, and inures to
the benefit of, the Partners, the Managers and Permitted Transferees.


 


16.17       Further Assurances.  Each Partner agrees, without further
consideration, to sign and deliver such other documents of further assurance as
may reasonably be necessary to effectuate the provisions of this Agreement.


 


16.18       Headings.  Article and section titles have been
inserted for convenience of reference only and are not intended to affect the
meaning or interpretation of this Agreement.


 


16.19       Terms.  Terms used with initial capital letters will
have the meanings specified, applicable to both singular and plural forms, for
all purposes of this Agreement.  All
pronouns (and any variation) will be deemed to refer to the masculine, feminine
or neuter, as the identity of the Person may require.  The singular or plural includes the other, as
the context requires or permits.  The
word “include” (and any variation) is used in an illustrative sense rather than
a limiting sense.  The word “day” means a
calendar day.


 


16.20       Governing Law.  This Agreement will be governed by, and
construed in accordance with, the laws of the State of Delaware.  Any conflict or apparent conflict between
this Agreement and the Act will be resolved in favor of this Agreement, except
as otherwise required by the Act.


 


16.21       English Language.  If this Agreement or the Certificate is
translated into Japanese for the convenience of the parties or some of them,
the English language version hereof/thereof will for all purposes be deemed to
be the definitive and binding version thereof.


 


16.22       LMI Guarantee.  LMI hereby agrees that it will cause each LMI
Partner to perform its obligations under this Agreement and guarantees to SC
Partner (as a primary obligor and not as a surety only) the performance by each
of them of all of their obligations from time to time in force under the terms
of this Agreement for so long as any of them is a Partner.  Notwithstanding the foregoing, LMI’s
guarantee will terminate with respect to a Partner at such time that the
Partner ceases to be an Affiliate of LMI or Parent pursuant to a transaction
permitted by this Agreement.


 


16.23       Registration Rights
Agreement.  If at any time, JCOM
proposes to file a Registration Statement (as defined in the Registration
Rights Agreement) under the U.S. Securities Act of 1933, as 


 


43

















 


amended,
with respect to any JCOM Shares, the Partnership, SC Partner and LMI Partner
will promptly and in good faith negotiate amendments to this Agreement to
permit SC Partner to direct the Partnership to exercise its piggyback registration
rights or its rights to participate in any demand registration initiated by any
Original Shareholder (as defined in the Registration Rights Agreement) and/or
up to four of its demand registration rights under the Registration Rights
Agreement in connection with subsequent sales by the Partnership of JCOM Shares
on SC Partner’s behalf in accordance with the provisions of Article 13 so
that such sales can be made under any Registration Statement to the extent
permitted under the Registration Rights Agreement.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


44

















 


IN WITNESS WHEREOF, the
undersigned have executed or caused to be executed on their behalf this
Agreement of Limited Partnership as of the date first set forth above.


 


	
  GENERAL
  PARTNER:

  	
  LIBERTY
  JAPAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth
  Markowski

  
	
   

  	
  Name:

  	
  Elizabeth
  Markowski

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 

















 


Signature Page Cont’d.


 


	
  LIMITED
  PARTNERS:

  	
  SUMITOMO
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Authorized
  Signatory

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  LIBERTY
  JAPAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth
  Markowski

  
	
   

  	
  Name:

  	
  Elizabeth
  Markowski

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
  LIBERTY
  JUPITER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth
  Markowski

  
	
   

  	
  Name:

  	
  Elizabeth
  Markowski

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 

















 


Signature
Page Cont’d.


 


	
  Solely
  with respect to Section 16.22:

  	
   

  
	
   

  	
   

  
	
  LGI
  INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Elizabeth
  Markowski

  	
   

  
	
  Name:

  	
  Elizabeth
  Markowski

  	
   

  
	
  Title:

  	
  Senior
  Vice President

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  by:

  	
   

  
	
   

  	
   

  
	
  LGI/SUMISHO
  SUPER MEDIA, LP

  	
   

  
	
   

  	
   

  
	
  BY:
  LIBERTY JAPAN, INC., its general partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Elizabeth
  Markowski

  	
   

  
	
  Name:

  	
  Elizabeth
  Markowski

  	
   

  
	
  Title:

  	
  Senior
  Vice President

  	
   

  



 

















 


LIST OF EXHIBITS


 


	
  Exhibit A

  	
   

  	
  Names
  and Addresses of the Partnership and the Partners

  
	
   

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Capital
  Contributions and Units

  
	
   

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  Transfer Agreement

  



 

















 


EXHIBIT
A


 


Names and Addresses of the
Partnership, the Partners and the Managers


 


	
  LGI/Sumisho
  Super Media, LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  c/o
  LGI International, Inc.

  	
   

  	
   

  
	
  12300
  Liberty Boulevard

  	
   

  	
   

  
	
  Englewood,
  Colorado 80112 USA

  	
   

  	
   

  
	
  Attention:

  	
  Graham
  Hollis

  	
   

  	
   

  
	
  Fax:

  	
  +1
  303 220 6669

  	
   

  	
   

  
	
  e-mail
  address: ghollis@lgi.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with
  copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Elizabeth
  Markowski, Esq. (at the same address)

  	
   

  	
   

  
	
  Fax:

  	
  +1
  303 220 6691

  	
   

  	
   

  
	
  e-mail
  address: liz@lgi.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  General
  Partner

  	
   

  	
   

  
	
  Liberty
  Japan, Inc.

  	
   

  	
   

  
	
  Liberty
  Jupiter, Inc.

  	
   

  	
   

  
	
  12300
  Liberty Boulevard

  	
   

  	
   

  
	
  Englewood,
  Colorado 80112 USA

  	
   

  	
   

  
	
  Attention:

  	
  Graham
  Hollis

  	
   

  	
   

  
	
  Fax:

  	
  +1
  303 220 6669

  	
   

  	
   

  
	
  e-mail
  address: ghollis@lgi.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with
  copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Elizabeth
  Markowski, Esq. (at the same address)

  	
   

  	
   

  
	
  Fax:

  	
  +1
  303 220 6691

  	
   

  	
   

  
	
  e-mail
  address: liz@lgi.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sherman &
  Howard L.L.C.

  	
   

  	
   

  
	
  633
  17th Street, Suite 3000

  	
   

  	
   

  
	
  Denver,
  Colorado 80202 USA

  	
   

  	
   

  
	
  Attention:

  	
  Joanne
  Norris

  	
   

  	
   

  
	
  Fax:

  	
  +1
  303 298 0940

  	
   

  	
   

  
	
  e-mail
  address: jnorris@sah.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sumitomo Corporation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1-8-11 Harumi

  	
   

  	
   

  
	
  Chuo-ku, Tokyo 104-8610 Japan

  	
   

  	
   

  
	
  Attention:

  	
  Daisuke Mikogami

  	
   

  	
   

  
	
  Fax:

  	
  +81 3 5166 4605

  	
   

  	
   

  
	
  e-mail address:
  daisuke.mikogami@ sumitomocorp.co.jp

  	
   

  	
   

  



 


A-1

















 


	
  with copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Naoki Saito (at the same address)

  	
   

  	
   

  
	
   

  	
  General Manager/Legal

  	
   

  	
   

  
	
   

  	
  Media, Electronics & Network Business Unit

  	
   

  	
   

  
	
  Fax:

  	
  +81 3 5166 6308

  	
   

  	
   

  
	
  e-mail
  address: naoki.saito@sumitomocorp.co.jp

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Morgan,
  Lewis & Bockius LLP

  	
   

  	
   

  
	
  24th
  Floor, Roppongi Hills Mori Tower

  	
   

  	
   

  
	
  6-10-1,
  Roppongi

  	
   

  	
   

  
	
  Minato-ku,
  Tokyo 106-6124 Japan

  	
   

  	
   

  
	
  Attention:

  	
  Lisa
  Yano

  	
   

  	
   

  
	
  Fax:

  	
  +81
  3 4578 2507

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Managers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LMI
  Partner

  	
   

  	
   

  
	
  Mr. Bernie
  Dvorak

  	
   

  	
   

  
	
  Liberty
  Media International, Inc.

  	
   

  	
   

  
	
  12300
  Liberty Boulevard

  	
   

  	
   

  
	
  Englewood,
  CO 80112 USA

  	
   

  	
   

  
	
  Fax:

  	
  +1
  303 220 4222

  	
   

  	
   

  
	
  e-mail
  address: bdvorak@lgi.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SC
  Partner

  	
   

  	
   

  
	
  Mr. Naoki
  Saito

  	
   

  	
   

  
	
  1-8-11
  Harumi

  	
   

  	
   

  
	
  Chuo-ku,
  Tokyo 104-8610 Japan

  	
   

  	
   

  
	
  Fax:

  	
  +81
  3 5166 6308

  	
   

  	
   

  
	
  e-mail
  address: naoki.saito@sumitomocorp.co.jp

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GP
  Representative:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mike
  Erickson

  	
   

  	
   

  
	
  c/o
  LGI International, Inc.

  	
   

  	
   

  
	
  12300
  Liberty Boulevard

  	
   

  	
   

  
	
  Englewood,
  Colorado 80112 USA

  	
   

  	
   

  
	
  e-mail
  address: merickson@lgi.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with
  copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Elizabeth
  Markowski, Esq. (at the same address)

  	
   

  	
   

  
	
  Fax:

  	
  +1
  303 220 6691

  	
   

  	
   

  
	
  e-mail address:
  liz@lgi.com

  	
   

  	
   

  



 


A-2

















 


EXHIBIT
B


 


Ownership of


LGI/Sumisho Super Media,
LP


as of October 23,
2009


 


	
   

  	
   

  	
  Type of Interest

  	
   

  	
  Percentage

  Interest

  	
   

  	
  Units

  	
   

  	
  Capital Account

  	
   

  
	
  Liberty Japan, Inc.

  	
   

  	
  General Partner

  	
   

  	
  Less than .1%

  	
   

  	
  1

  	
   

  	
   

  	
   

  
	
  Sumitomo Corporation

  	
   

  	
  Limited Partner

  	
   

  	
  41.342

  	
  %

  	
  1,648,402

  	
   

  	
   

  	
  *

  
	
  Liberty Japan, Inc.

  	
   

  	
  Limited Partner

  	
   

  	
  51.751

  	
  %**

  	
  2,063,435

  	
   

  	
   

  	
  *



  **

  
	
  Liberty Jupiter, Inc.

  	
   

  	
  Limited Partner

  	
   

  	
  6.907

  	
  %

  	
  275,400

  	
   

  	
   

  	
  *

  
	
  Totals:

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  3,987,238

  	
   

  	
   

  	
   

  



 






*  As of October 23, 2009, the Capital
Account of each Partner is an amount equal to the number of Units held by such
Partner, multiplied by the closing price of a JCOM Share as reported by the JASDAQ
on October 23, 2009, and then converted into U.S. dollars at a mutually
agreed published exchange rate on October 23, 2009.


 


**  The Percentage Interest shown is, and the
total Capital Account of Liberty Japan, Inc. is, the total Percentage
Interest and total Capital Account of Liberty Japan, Inc., including that
portion of its Percentage Interest and Capital Account attributable to the Unit
held by it in its capacity as General Partner.


 


B-1

















 


EXHIBIT
C


 


Transfer Agreement


 


The
undersigned Transferor hereby transfers and
assigns                          Units
in LGI/Sumisho Super Media, LP, a Delaware limited partnership, which
represents a [general][limited] partnership interest to                                                      ,
as Transferee.  The Capital Account of the Transferor that is attributable to the transferred Units
will carry over to the Transferee.  The Units transferred are subject to all of
the terms and conditions of the Limited Partnership Agreement of LGI/Sumisho
Super Media, LP, dated October 23, 2009, as such Agreement may be amended
(the “LP Agreement”).  As a Transferee of such Units, the undersigned agrees to be bound
as a party to the LP Agreement (which, as it may be amended, is hereby
incorporated by reference).


 


	
   

  	
   

  	
  Transferor:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Transferee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Taxpayer
  ID Number:

  
	
   

  	
   

  	
  Telephone
  Number:

  
	
   

  	
   

  	
  Fax
  Number:

  



 


C-1