Exhibit 4.7


 


Execution
Version


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is
entered into as of December 19, 2003 (the “Agreement Date”), by and among Liberty Media
Corporation, a Delaware corporation (the “Company”), and the parties listed as Holders on Schedule A
hereto (the “Holders”).


 


RECITALS


 


WHEREAS,
pursuant to a Share Exchange Agreement, dated as of August 18, 2003 (the “Share Exchange Agreement”),
by and among the Company and the other Persons specified therein, the other
Persons specified therein have agreed to transfer, convey, assign and deliver
to the Company shares of Class B common stock, par value $0.01 per share,
of UnitedGlobalCom, Inc., a Delaware corporation (“UGC”), in exchange for shares of Series A
common stock, par value $0.01 per share of the Company (the “Common Stock”) and
cash.


 


WHEREAS,
certain Persons who are members of the UGC management group have entered into
Noncompetition and Nonsolicitation Agreements (each such agreement, a “Noncompetition Agreement”)
with Liberty pursuant to which, among other things, such Persons will receive
shares of Common Stock.


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement to provide the
Holders with certain registration rights with respect to the shares of Common
Stock to be issued pursuant to the Share Exchange Agreement and the
Noncompetition Agreements.


 


WHEREAS, the Share
Exchange Agreement and the Noncompetition Agreements contemplate the execution
and delivery of this Agreement by the Company and the Holders.


 


WHEREAS, in order to
provide for the filing of the Shelf Registration Statement (as defined herein)
prior to the consummation of the transactions contemplated by the Share
Exchange Agreement and the Noncompetition Agreements, the Company and the
Holders are entering into this Agreement.


 


WHEREAS, this
Agreement is entered into in substitution of the parties entering into the
Registration Rights Agreement contemplated by the Share Exchange Agreement.


 


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NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:


 


AGREEMENT


 


1.                                      Definitions


 


(a)                                  Capitalized terms
used and not otherwise defined herein shall have the meaning ascribed to them
in the Share Exchange Agreement.  The
following terms, as used herein, have the following meanings:


 


“Act” means the Securities Act of 1933, as amended.


 


“Affiliate” means with respect to any specified Person,
an “affiliate,” as defined in Rule 144 of the Act, of such Person.


 


“Agreement” has the meaning set forth in the preamble.


 


“Agreement Date” has the meaning set forth in the
preamble.


 


“Business Day” means any day other than Saturday, Sunday
and a day on which banks are required or permitted to close in Denver, Colorado
or New York, New York.


 


“Common Stock” has the meaning set forth in the recitals.


 


“Company” has the meaning set forth in the preamble.


 


“Disadvantageous Condition” has the meaning set forth in
Section 2(c).


 


“Effectiveness Period” has the meaning set forth in
Section 2(b).


 


“Effective Time” has the meaning set forth in
Section 2(b).


 


“Exchange Act” means the Securities Exchange Act of 1934,
as amended.


 


“Holder” has the meaning set forth in the preamble.


 


“Indemnified Party” has the meaning set forth in
Section 4(c).


 


“Indemnifying Party” has the meaning set forth in
Section 4(c).


 


“Inspectors” has the meaning set forth in
Section 3(e).


 


“Noncompetition Agreement” has the meaning set forth in
the recitals.


 


“Person” means any individual, corporation, limited
liability company, partnership, business association or other entity.


 


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“Records” has the meaning set forth in Section 3(e).


 


“Registrable Securities” means the Common Stock issued,
or to be issued, to the Holders under the Share Exchange Agreement and the
Noncompetition Agreements and any securities issued in exchange for the Common
Stock in connection with a combination of shares, reclassification,
recapitalization, merger or consolidation or reorganization of the Company.


 


“Registration Expenses” means all (i) registration,
qualification and filing fees with the SEC, (ii) fees and expenses of
compliance with securities or blue sky laws, (iii) printing expenses, (iv)
internal expenses of the Company (including, without limitation, all salaries
and expenses of officers and employees performing legal or accounting duties),
(v) fees and disbursements of counsel for the Company, (vi) customary fees and
expenses for independent certified public accountants retained by the Company
(including the expenses of any comfort letters or costs associated with the
delivery by independent certified public accountants of a comfort letter or
comfort letters, to the extent the Company chooses to obtain such comfort
letter or comfort letters), (vii) fees and expenses of any special experts
retained by the Company in connection with such registration and (viii) fees
and expenses of listing the Registrable Securities on a securities exchange;
provided, that, Registration Expenses shall not include any fees, discounts or
commissions attributable to the sale of Registrable Securities.


 


“Registration Rights Agreement” means the Registration
Rights Agreement contemplated by the Share Exchange Agreement.


 


“Share Exchange Agreement” has the meaning set forth in
the recitals.


 


“SEC” means the Securities and Exchange Commission.


 


“Shelf Registration Statement” has the meaning set forth
in Section 2(a).


 


“UGC” has the meaning set forth in the recitals.


 


2.                                      Shelf
Registration


 


(a)                                  Filing of Shelf Registration Statement.  Subject to Section 2(c), the Company
shall use commercially reasonable efforts to prepare and file a “shelf”
registration statement with respect to the Registrable Securities on Form S-3,
or any other appropriate form under the Act (the “Shelf Registration Statement”), for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 under
the Act as promptly as reasonably practicable following the Agreement
Date.  The Company agrees to give the
Holders not less than three Business Days advance notice of its intent to file
the Shelf Registration Statement.


 


(b)                                 Effectiveness of Shelf Registration
Statement.  Subject to
Section 2(c), the Company shall use commercially reasonable efforts (i) to
respond to any comments received from the staff of the SEC as promptly as
practicable, (ii) to have the Shelf


 


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Registration Statement ready to be declared effective within a
reasonable period of time following the Agreement Date, and (iii) to keep the
Shelf Registration Statement continuously effective during the time period (the
“Effectiveness Period”)
commencing on the date such Shelf Registration Statement is declared effective
(the “Effective Time”)
and ending on the date that is the earlier of (A) one year from the closing of
the transactions contemplated by the Share Exchange Agreement and (B) the date
that all Registrable Securities have been sold, whether pursuant to the Shelf
Registration Statement or otherwise; provided that (x) before filing a Shelf
Registration Statement or prospectus or any amendments or supplements thereto
(other than documents incorporated by reference), the Company shall provide
counsel selected by the Holders of a majority of the Registrable Securities
with a reasonable opportunity to review and comment on such Shelf Registration
Statement and each prospectus included therein (and each such amendment and
supplement thereto) to be filed with the SEC, subject to such documents being
under the Company’s control and (y) the Company shall notify the Holders and
counsel for the Holders of any stop order issued or threatened by the SEC and
shall take commercially reasonable actions required to prevent the entry of
such stop order or to remove such stop order if entered.


 


(c)                                  Blackout Periods.  With respect to the Shelf Registration
Statement, if the board of directors (or executive committee) of the Company
shall reasonably determine, in its good faith judgment, that to maintain the
effectiveness of such Shelf Registration Statement or, if no Shelf Registration
Statement has yet been filed, to file such a Shelf Registration Statement would
(i) require the public disclosure of material non-public information concerning
any transaction or negotiations involving the Company or any of its Affiliates
that would materially interfere with such transaction or negotiations or (ii)
otherwise require premature disclosure of information, in either case that
would be significantly disadvantageous (a “Disadvantageous Condition”), the Company may, for the
shortest period possible, from the date of such board’s (or such executive
committee’s) determination, notify the Holders that such Shelf Registration
Statement will not be filed or is unavailable for use.  Upon the receipt of any such notice, the
Holders shall forthwith discontinue use of the prospectus contained in such
Shelf Registration Statement.  If any
Disadvantageous Condition shall cease to exist, the Company shall promptly
notify the Holders to such effect.


 


(d)                                 Plan of Distribution.  At the Effective Time, each Holder shall be
named as a selling securityholder in the Shelf Registration Statement and
related prospectus in such a manner as to permit such Holder to deliver such
prospectus to purchasers of Registrable Securities in accordance with
applicable law under ordinary circumstances. 
The “Plan of Distribution” section of the Shelf Registration
Statement and prospectus shall be substantially in the form of Annex A
hereto (to the extent such inclusion is permitted under applicable SEC
regulations and is consistent with comments received from the SEC during any
SEC review of the Shelf Registration Statement).


 


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(e)                                  Expenses.  Except as specifically provided herein, the
Company shall pay all Registration Expenses in connection with the registration
pursuant to this Section 2.  Each
Holder shall pay all fees and expenses of counsel for such Holder and all fees,
discounts and commissions, if any, relating to the sale or disposition of such
Holder’s Registrable Securities pursuant to any Shelf Registration Statement.


 


3.                                      Registration
Procedures


 


In connection with the registration pursuant
to Section 2, the Company shall, subject to the provisions of such
Section, use commercially reasonable efforts to effect the registration of the
Registrable Securities for resale following the issuance thereof in accordance
with the intended method of disposition thereof, and in connection therewith:


 


(a)                                  The Company shall, at
least three Business Days prior to filing a Shelf Registration Statement or
prospectus or any amendment or supplement thereto, furnish to one counsel
selected by the Holders of a majority of the Registrable Securities a copy of
such Shelf Registration Statement as proposed to be filed (including documents
to be incorporated by reference therein that expressly relate to the offering
contemplated therein) which documents will be subject to the reasonable review
and comments of such counsel during such three-Business-Day period and the
Company will not file any Shelf Registration Statement, any prospectus or any
amendment or supplement thereto (or any such documents incorporated by
reference) containing any statements with respect to such Holders to which such
counsel shall reasonably object in writing. 
Thereafter the Company will furnish to the Holders such number of copies
of such Shelf Registration Statement, each amendment and supplement thereto (in
each case including all exhibits thereto but excluding documents incorporated
by reference therein other than those that expressly relate to the offering),
the prospectus included in such Shelf Registration Statement and such other
documents as such Holders may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Holders.


 


(b)                                 The Company will use
commercially reasonable efforts (i) to register or qualify the Registrable
Securities under such other securities or blue sky laws of such jurisdictions
in the United States as any Holder reasonably (in the light of such Holder’s
intended plan of distribution) requests and (ii) to cause such Registrable
Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
operations of the Company and do any and all other acts and things that may be
reasonably necessary or advisable to enable such Holder to consummate the
disposition of the Registrable Securities owned by such Holder; provided that
the Company will not be required to (w) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph (b), (x) conform its capitalization or the composition of its assets
at the time to the securities or blue sky laws of any such jurisdiction, (y)
subject itself to taxation in any such jurisdiction or (z) consent to general
service of process in any such jurisdiction.


 


(c)                                  The Company will
immediately notify each Holder, when a prospectus relating thereto is required
to be delivered under the Act, of the occurrence of an event 


 


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requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
promptly make available to each such Holder any such supplement or amendment,
and the Company will promptly prepare and furnish to each such Holder a
supplement to or an amendment of such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
will not contain any untrue statement of material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances in which they were made, not
misleading.


 


(d)                                 The Company will take
such other actions as are reasonably required in order to expedite or
facilitate the disposition of any Registrable Securities; provided that, under no
circumstances, will the Company be obligated to enter into an underwriting or
similar agreement with any Person.


 


(e)                                  The Company will make
available for inspection by any Holder of Registrable Securities covered by the
Shelf Registration Statement and any attorney, accountant or other professional
retained by any such Holder (collectively, the “Inspectors”), all financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the “Records”)
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to
supply all information reasonably requested by any Inspectors in connection
with the Shelf Registration Statement; provided that in no event shall the
Company be required to make available to the Holders or their counsel any
information that the Company’s board of directors in its reasonable judgment
believes is competitively sensitive. 
Records that the Company determines, in good faith, to be confidential
and that it notifies the Inspectors are confidential shall not be disclosed by
the Inspectors unless (i) the disclosure of such Records is necessary to avoid
or correct a misstatement or omission in the Shelf Registration Statement or (ii)
the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction. 
Each such Holder agrees that information obtained by it as a result of
such inspections shall be deemed confidential and shall not be used by it as
the basis for any market transactions in the securities of the Company or its
Affiliates unless and until such is made generally available to the
public.  Each such Holder further agrees
that it will, upon learning that disclosure of such Records is sought in a
court of competent jurisdiction, give notice to the Company and allow the
Company, at its expense, to undertake appropriate action to prevent disclosure
of the Records deemed confidential.


 


(f)                                    The Company will
otherwise use commercially reasonable efforts to comply with all applicable
rules and regulations of the SEC and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering a period of 12
months, beginning with the first month after the effective date of the Shelf
Registration Statement (as the term “effective date” is defined in Rule 158(c)


 


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promulgated under the Act), which earnings
statement shall satisfy the provisions of Section 11(a) of the Act and
Rule 158 promulgated thereunder.


 


(g)                                 The Company will use
commercially reasonable efforts to cause all such Registrable Securities to be
listed on each securities exchange and included on each national quotation
system on which similar securities issued by the Company are then listed or
quoted.


 


(h)                                 The Company will
prepare and file with the SEC promptly upon the request of any such Holder, any
amendments or supplements to the Shelf Registration Statement or prospectus
that, in the reasonable opinion of counsel for such Holders, is required under
the Act or the rules and regulations thereunder in connection with the
distribution of the Registrable Securities by such Holders.


 


The Company may require each Holder of
Registrable Securities included in the Shelf Registration Statement promptly to
furnish in writing to the Company such information regarding the Holder as the
Company may from time to time reasonably request and such other information as
may be legally required in connection with such registration.


 


Each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 3(c), such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(c).


 


4.                                      Indemnification


 


(a)                                  Indemnification
by the Company.  The Company
agrees to indemnify and hold harmless to the fullest extent permitted by law
each Holder, its officers, directors and agents, and each Person, if any, who
controls such Holder within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages, liabilities (joint or several) and expenses caused by any untrue
statement or alleged untrue statement of a material fact contained in the Shelf
Registration Statement or prospectus relating to the Registrable Securities (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will reimburse such Holders
for any legal or any other expenses reasonably incurred by them in connection
with investigating or defending such loss, claim, damage, liability or expense,
except insofar as such losses, claims, damages, liabilities or expenses are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information furnished in writing to the Company by such
Holder or on such Holder’s behalf in either such case expressly for use
therein; provided
that with respect to any untrue statement or omission or alleged
untrue statement or omission made in any prospectus, as the case may be, the
indemnity


 


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agreement contained in this paragraph shall
not apply to the extent that any such loss, claim, damage, liability or expense
results from (i) the fact that a current copy of the prospectus (as amended or
supplemented) was not sent or given to the Person asserting any such loss,
claim, damage, liability or expense at or prior to the written confirmation of
the sale of the Registrable Securities concerned to such Person if it is
determined that the Company has provided such prospectus and such current copy
of the prospectus (or such amended or supplemented prospectus, as the case may
be) would have cured the defect giving rise to such loss, claim, damage,
liability or expense, (ii) the use of any prospectus by or on behalf of any
Holder more than 24 hours after the Company has notified such Person that such
prospectus contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or (iii) the use of any prospectus by or on behalf of any Holder
after such time as the obligation of the Company to keep the Shelf Registration
Statement effective has expired.


 


(b)                                 Indemnification
by Holders.  Each Holder
agrees, severally and not jointly, to indemnify and hold harmless to the
fullest extent permitted by law (including without limitation reimbursement of
the Company for any legal or any other expenses reasonably incurred by it in
investigating or defending such loss, claim, damage, liability or expense) the
Company, its officers, directors and agents and each Person, if any, who
controls the Company within the meaning of either Section 15 of the Act or
Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Holder in Section 4(a), but only (i)
with respect to information furnished in writing by such Holder or on such
Holder’s behalf, in either case expressly for use in the Shelf Registration
Statement or prospectus relating to the Registrable Securities, or any
amendment or supplement thereto or (ii) to the extent that any loss, claim,
damage, liability or expense described in this Section 4(b) results from
(x) the fact that a current copy of the prospectus (as amended or supplemented)
was not sent or given to the Person asserting any such loss, claim, damage,
liability or expense at or prior to the written confirmation of the sale of the
Registrable Securities concerned to such Person and such current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be)
would have cured the defect giving rise to such loss, claim, damage, liability
or expense, (y) the use of any prospectus by or on behalf of any Holder more
than 24 hours after the Company has notified such Person that such prospectus
contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
or (z) the use of any prospectus by or on behalf of any Holder after such time
as the obligation of the Company to keep the Shelf Registration Statement
effective has expired.


 


(c)                                  Conduct of
Indemnification Proceeding. 
In case any proceeding (including any governmental investigation) shall
be instituted involving any Person in respect of which indemnity may be sought
pursuant to Sections 4(a) or 4(b) (an “Indemnified Party”), such Indemnified Party shall
promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”)
in writing and the


 


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Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to such
Indemnified Party, and shall assume the payment of all fees and expenses.  In any such proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i)
the Indemnifying Party and the Indemnified Party shall have mutually agreed to
the retention of such counsel at the expense of the Indemnifying Party or (ii)
representation of both parties by the same counsel would be inappropriate due
to actual differing or conflicting interests between them.  It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to one firm of local counsel) at any
time for all such Indemnified Parties, and that all such fees and expenses
shall be reimbursed as they are incurred. 
In the case of any such separate firm for the Indemnified Parties, such
firm shall be designated in writing by the Indemnified Party who had the
largest number of Registrable Securities included in the Shelf Registration
Statement.  The Indemnifying Party shall
not be liable for any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but if settled with
such consent, or if there be a final judgment for the plaintiff, the
Indemnifying Party shall indemnify and hold harmless such Indemnified Parties
from and against any loss or liability (to the extent stated above) by reason
of such settlement or judgment.  No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability arising out of such proceeding.


 


(d)                                 Contribution.  If the indemnification provided for
hereunder is unavailable to an Indemnified Party in respect of any losses,
claims, damages, liabilities or expenses referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, liabilities or expenses as between the Company
on the one hand and each Holder covered by the Shelf Registration Statement on
the other, in such proportion as is appropriate to reflect the relative fault
of the Company and of each such Holder in connection with such statements or
omissions, as well as any other relevant equitable considerations.  The relative fault of the Company on the one
hand and of each such Holder on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The Company
and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 4(d) were determined by pro rata allocation or by
any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified
Party as a result of the losses, claims, damages, liabilities or expenses
referred to in the immediately


 


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preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim.  No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation.


 


5.                                      Miscellaneous


 


5.1                               Notices


 


All notices, requests, claims and demands and
other communications hereunder shall be in writing and shall be deemed duly
delivered (a) three Business Days after the same are sent by certified or
registered mail, postage prepaid, return receipt requested, (b) when delivered
by hand or transmitted by telecopy (answer back received), if received prior to
5 p.m., Denver, Colorado time, on a Business Day, otherwise on the next
Business Day or (c) one Business Day after the same are sent by a reliable
overnight courier service, with acknowledgment of receipt requested, in each
case to the intended recipient as set forth below:


 


(i)                 if to the Company, to:


 


12300 Liberty
Boulevard


Englewood,
Colorado  80112


Facsimile:
(720) 875-5268

Attention: General Counsel


 


with a copy
to:


 


Baker Botts
L.L.P.

30 Rockefeller Plaza

New York, NY  10112-4498

Facsimile: (212) 408-2501

Attention: Robert W. Murray Jr.


 


(ii)              if to a Holder, to such Holder’s address
set forth on Schedule A hereto.


 


Any party to this Agreement may give any notice or other communication
hereunder using any other means, but no such notice or other communication
shall be deemed to have been duly given unless and until it actually is
received by the office of the party for whom it is intended during business
hours on a Business Day in the place of receipt.  Any party to this Agreement may change the address to which
notices and other communications hereunder are to be delivered by giving the
other parties to this Agreement notice of such change in the manner herein set
forth.


 


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5.2                               Amendments
and Waivers


 


The provisions of this Agreement may not be
(a) amended, modified or supplemented unless consented to in writing by the
Company and Holders of at least 50% of the Registrable Securities held by all
holders of Registrable Securities outstanding as of such date and (b) waivers
or consents to departures from the provisions hereof may not be given unless
consented to in writing by, as applicable, the Company or Holders of at least
50% of the Registrable Securities held by all holders of Registrable Securities
outstanding as of such date.


 


5.3                               Governing
Law; Jurisdiction; Venue


 


This Agreement shall be governed in all
respects by, and construed in accordance with, the internal laws of the State
of Colorado regardless of the laws that might otherwise govern under applicable
principles of conflict of laws thereof. 
Each party will submit to the non-exclusive jurisdiction of any federal
or state court located in the State of Colorado having subject matter
jurisdiction in the event of any dispute arising out of this Agreement. Each
party hereby irrevocably and unconditionally waives any objection to the laying
of venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in any such federal or state court located in
the State of Colorado and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such action, suit
or proceeding brought in any such court has been brought in an inconvenient
forum.


 


5.4                               No
Third-Party Beneficiaries


 


Except for the provisions of Article 4,
this Agreement is not intended, and shall not be deemed, to confer any rights
or remedies upon any Person other than the parties hereto and their respective
successors and permitted assigns or to otherwise create any third-party beneficiary
hereto.


 


5.5                               Successors
and Assigns


 


This Agreement shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the parties hereto and
their respective successors and assigns. 
None of the parties to this Agreement may assign its rights or
obligations hereunder.


 


5.6                               Severability


 


Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions hereof
or the validity of the offending term or provision in any other situation or in
any other jurisdiction.  If the final
judgment of a court of competent jurisdiction declares that any term or
provision hereof is invalid or unenforceable, the parties hereto agree that the
court making such determination shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provisions that is valid and
enforceable 


 


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and that comes closest to expressing the
intention of the invalid or unenforceable term or provision, and this Agreement
shall be enforceable as so modified.  In
the event such court does not exercise the power granted to it in the prior
sentence, the parties hereto agree to replace such invalid or unenforceable
term or provision with a valid and enforceable term or provision that shall
achieve, to the extent possible, the economic, business and other purposes of
such invalid or unenforceable term.


 


5.7                               Entire
Agreement; Counterparts


 


This Agreement constitutes the entire
agreement among the parties hereto and supersedes any prior understandings,
agreements or representations by or among the parties hereto, or any of them,
written or oral, with respect to the subject matter hereof.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties hereto and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.  This Agreement
may be executed and delivered by facsimile transmission.


 


5.8                               Interpretation


 


When reference is made in this Agreement to a
Section or an Article, such reference shall be to a Section or
Article of this Agreement, unless otherwise indicated.  The headings contained in this Agreement are
for convenience of reference only and shall not affect in any way the meaning
or interpretation of this Agreement. 
The language used in this Agreement shall be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no rule of
strict construction shall be applied against any party.  Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.  Any
reference to any federal, state, local or foreign statute or law shall be
deemed also to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise. 
Whenever the words “include”, “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without
limitation.”


 


5.9                               Waiver
of Jury Trial


 


EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT.


 


5.10                        Registration
Rights Agreement Under Share Exchange Agreement


 


This Agreement is being executed and
delivered in substitution of the Registration Rights Agreement contemplated by
the Share Exchange Agreement.  The
parties agree that the execution and delivery of this Agreement satisfies in
full (a) the obligation of 


 


12

















 


each of the
parties to the Share Exchange Agreement to execute and deliver a duly executed
counterpart to the Registration Rights Agreement pursuant to Sections
2.2(a)(ii) and 2.2(b)(iii) of the Share Exchange Agreement and (b) the delivery
of an executed counterpart to the Registration Rights Agreement for purposes of
the conditions to the obligations of each of the parties pursuant to Sections
5.2(a) and 6.2 of the Share Exchange Agreement.  This Agreement constitutes an “Other Agreement” for each of the
parties to the Share Exchange Agreement.


 


[Signature Pages Follow]


 


13

















 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.


 


 


	
   

  	
  LIBERTY:

  
	
   

  	
   

  
	
   

  	
  Liberty Media Corporation, a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Elizabeth M. Markowski

  
	
   

  	
  Name:

  	
    Elizabeth M. Markowski

  
	
   

  	
  Title:

  	
    Senior Vice President

  
					



 

















 


HOLDERS:


 


 


	
   

  	
   

  	
  G. SCHNEIDER HOLDINGS, LLLP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Gene W.
  Schneider

  	
   

  	
  By:

  	
  /s/ Gene W.
  Schneider

  
	
  Gene W.
  Schneider

  	
   

  	
  Name:

  	
  Gene W.
  Schneider

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  
					



 

















 


	
  ROCHELLE
  INVESTMENT LIMITED

  PARTNERSHIP

  	
   

  	
  ROCHELLE
  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Curtis W. Rochelle

  
	
  By:

  	
   /s/ Curtis W. Rochelle  

  	
   

  	
  Name:

  	
  Curtis W.
  Rochelle

  
	
  Name:

  	
  Curtis W.
  Rochelle

  	
   

  	
  Title:

  	
  Attorney in
  Fact

  
	
  Title:

  	
  Attorney in
  Fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   /s/ Curtis W. Rochelle 

  	
   

  	
   

  	
  /s/ Curtis
  W. Rochelle

  
	
  Jim Rochelle

  	
   

  	
  April Brimmer Kunz  

  
	
  By Curtis W. Rochelle, Attorney-in-Fact

  	
   

  	
  By Curtis W. Rochelle, Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   /s/ Curtis W. Rochelle

  	
   

  	
   

  	
   

  
	
  Kathleen Jaure

  	
   

  	
   

  	
   

  
	
  By Curtis W. Rochelle, Attorney-in-Fact

  	
   

  	
   

  	
   

  
									



 

















 


	
  CAROLLO
  COMPANY

  	
   

  	
  ALBERT &
  CAROLYN COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Albert M. Carollo

  	
   

  	
  By:

  	
   /s/ Albert M. Carollo

  
	
  Name:

  	
  Albert M.
  Carollo, Sr.

  	
   

  	
  Name:

  	
  Albert M.
  Carollo, Sr.

  
	
  Title:

  	
  General
  Partner

  	
   

  	
  Title:

  	
  Attorney in
  Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JAMES R.
  CAROLLO LIVING TRUST

  	
   

  	
  JOHN B.
  CAROLLO LIVING TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Albert M. Carollo

  	
   

  	
  By:

  	
   /s/ Albert M. Carollo

  
	
  Name:

  	
  Albert M.
  Carollo, Sr.

  	
   

  	
  Name:

  	
  Albert M.
  Carollo, Sr.

  
	
  Title:

  	
  Attorney-in-Fact

  	
   

  	
  Title:

  	
  Attorney in
  Fact

  
									



 

















 


 


	
   /s/ Michael T. Fries

  	
   

  	
   

  
	
  Michael T. Fries

  	
   

  



 

















 


 


	
   /s/ Mark L. Schneider

  	
   

  	
   

  
	
  Mark L. Schneider

  	
   

  



 

















 


	
   

  	
   

  	
  THE GWS
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   /s/ Tina M. Wildes

  	
   

  	
  By:

  	
  /s/ Tina M.
  Wildes

  
	
  Tina M. Wildes

  	
   

  	
  Name:

  	
  Tina M.
  Wildes

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  
					



 

















 


	
   /s/ Ellen P. Spangler

  	
   

  	
   

  
	
  Ellen P. Spangler

  	
   

  



 


 

















 


Schedule A


 


Schedule of
Holders


 


 


Name
and Address of Stockholder


 


Gene W. Schneider

4643 S. Ulster Street


Ste 1300


Denver, Colorado  80237


 


G. Schneider
Holdings, LLLP


4643 S. Ulster
Street


Ste 1300


Denver, Colorado  80237


 


The
GWS Trust


4643 S. Ulster
Street


Ste 1300


Denver, Colorado  80237


 


Rochelle Investment Limited Partnership


2717 Carey
Avenue


Cheyenne,
Wyoming  82001


 


Rochelle Limited Partnership


2717 Carey
Avenue


Cheyenne,
Wyoming  82001


 


Jim Rochelle


Box 967


Gillette,
Wyoming  82717


 


April Brimmer Kunz


6210 Brimmer
Road


Cheyenne,
Wyoming  82009


 


Kathleen Jaure


Box 321


Rawlins,
Wyoming  82301


 

















 


Carollo Company


602 Broadway


Rock Springs,
Wyoming  82901


 


Albert & Carolyn Company


602 Broadway


Rock Springs,
Wyoming  82901


 


James R. Carollo Living Trust


Box 772870


Steamboat
Springs, Colorado  80477


 


John B. Carollo Living Trust


602 Broadway


Rock Springs,
Wyoming  82901


 


Michael T. Fries


4643 S. Ulster
Street


Ste 1300


Denver,
Colorado  80237


 


Mark L. Schneider


4643 S. Ulster
Street


Ste 1300


Denver,
Colorado  80237


 


Tina M. Wildes


4643 S. Ulster
Street


Ste 1300


Denver,
Colorado  80237


 


Ellen P. Spangler


4643 S. Ulster
Street


Ste 1300


Denver,
Colorado  80237


 

















 


ANNEX A


 


Plan
of Distribution


 


The selling securityholders may sell the securities covered by this
prospectus from time to time in any legal manner selected by the selling
securityholders, including directly to purchasers or through broker-dealers or
agents, who may receive compensation in the form of discounts, concessions or
commissions from the selling securityholders or the purchasers.  These discounts, concessions or commissions
as to any particular broker-dealer or agent may be in excess of those customary
in the types of transactions involved. 
The selling securityholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale of the
securities covered by this prospectus.


 


Each of the selling securityholders has advised us that the securities
may be sold in one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing market prices,
at varying prices determined at the time of sale and/or at negotiated prices.
These sales may be effected in one or more transactions, including:


 


•                  on the New York
Stock Exchange;


 


•                  in the over-the-counter
market;


 


•                  in transactions
otherwise than on the New York Stock Exchange or in the over-the-counter
market; or


 


•                  any combination
of the foregoing.


 


In addition, the selling securityholders may also enter into hedging
and/or monetization transactions.  For
example, the selling securityholders may:


 


•                  enter into
transactions with a broker-dealer or affiliate of a broker-dealer or other
third party in connection with which that other party will engage in short
sales of securities;


 


•                  itself sell short
the securities under this prospectus and use the securities held by it to close
out any short position;


 


•                  enter into
options, forwards or other transactions that require the selling securityholder
to deliver, in a transaction exempt from registration under the Securities Act,
the securities to a broker-dealer or an affiliate of a broker-dealer or other
third party; or


 


•                  loan or pledge
the securities to a broker-dealer or affiliate of a broker-dealer or other
third party.


 


Each of the selling securityholders has advised us that it has not
entered into any agreements, arrangements or understandings with any
broker-dealer or agent regarding the sale of its securities.  The selling securityholders may sell any or
all of the securities 


 

















 


offered by it pursuant to this
prospectus.  In addition, there can be
no assurance that the selling securityholders will not transfer, devise or gift
the securities by other means not described in this prospectus.


 


There can be no assurance that the selling securityholders will sell
any or all of the securities pursuant to this prospectus.


 


The aggregate proceeds to the selling securityholders from the sale of
the securities offered by it will be the purchase price of the securities less
discounts, concessions and commissions, if any.  If the securities are sold through broker-dealers, the selling
securityholder will be responsible for discounts and commissions and/or agent’s
commissions.  We will not receive any of
the proceeds from the sale of the securities covered by this prospectus.


 


In order to comply with the securities laws of some states, if
applicable, the securities may be sold in these jurisdictions only through
registered or licensed brokers or dealers. 
In addition, in some states the securities may not be sold unless they
have been registered or qualified for sale or any exemption from registration
or qualification requirements is available and is complied with.


 


Any broker-dealers or agents that participate in the sale of the
securities may be deemed to be “underwriters” within the meaning of
Section 2(11) of the Securities Act. 
As a result, any profits on the sale of the securities by the selling
securityholders and any discounts, concessions or commissions received by any
such broker-dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.


 


To the extent required, the securities to be sold, the names of the
selling securityholders, the respective purchase prices and public offering
prices, the names of any agent or dealer, and any applicable discounts,
concessions or commissions with respect to a particular offer will be set forth
in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.


 


We have agreed to indemnify the selling securityholders and each of
their directors, officers and controlling persons against certain liabilities,
including specified liabilities under the Securities Act, or to contribute with
respect to payments that the selling securityholders may be required to make in
respect of such liabilities. Each of the selling securityholders has agreed to
indemnify us for liabilities arising under the Securities Act with respect to
written information furnished to us by it or to contribute with respect to
payments in connection with such liabilities.


 


We have agreed to pay all of the costs, fees and expenses incident to
our registration of the resale of the selling securityholders’ securities,
excluding any legal fees of the selling securityholders and fees, discounts or
commissions attributable to the sale of such securities.


 

















 


Under our registration rights agreement with the selling
securityholders, we will use our commercially reasonable efforts to keep the
registration statement of which this prospectus is a part continuously
effective, subject to customary suspension periods, until the date that is the
earlier of
[                      ](1)
and the date all of the shares subject to this registration statement have been
sold by the selling securityholders.


 


Our obligation to keep the registration statement to which this
prospectus relates effective is subject to specified, permitted
exceptions.  In these cases, we may
suspend offers and sales of the securities pursuant to the registration
statement to which this prospectus relates.


 


 












(1) The first anniversary of the Closing of the transactions
contemplated by the Share Exchange Agreement.