<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)
CORUS ENTERTAINMENT INC.
(Name of Issuer)
CLASS B NON-VOTING PARTICIPATING SHARES
(Title of Classes of Securities)
220874101
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, CO 80112
(720) 875-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 31, 2000
--------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
220874101
- -------------
CUSIP Number)
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
LIBERTY MEDIA CORPORATION
(2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
(3) SEC Use Only
(4) Source of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Delaware
Number of (7) Sole Voting Power 7,125,000
Shares Beneficially
Owned by (8) Sole Dispositive Power 7,125,000
Each Reporting Person
With
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
7,125,000
(10) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(11) Percent of Class Represented by Amount in Row (11)
19.98%
(12) Type of Reporting Person
CO
2
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. __)
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
CORUS ENTERTAINMENT INC.
(Commission File No. 1-14992)
ITEM 1. SECURITY AND ISSUER
Liberty Media Corporation, a Delaware corporation (the "Reporting
Person"), is filing this Statement on Schedule 13D (this "Statement") with
respect to Class B non-voting participating shares (the "Class B Shares") of
Corus Entertainment Inc., an Ontario corporation (the "Issuer" or "Corus"). The
Issuer's principal executive offices are located at 16th Floor, BCE Place, Bay-
Wellington Tower, 181 Bay Street, Suite 1630, Toronto, Ontario M5J 2T3, Canada.
ITEM 2. IDENTITY AND BACKGROUND
The Reporting Person has its principal corporate offices at 9197 South
Peoria Street, Englewood, Colorado 80112. The Reporting Person is an indirect
wholly-owned subsidiary of AT&T Corp. ("AT&T").
Prior to March 9, 1999 Liberty was controlled by Tele-Communications,
Inc., a Delaware corporation ("TCI"). On March 10, 2000, in connection with
certain restructuring transactions, TCI was converted into a Delaware limited
liability company, of which AT&T is the sole member, and renamed AT&T Broadband,
LLC ("AT&T Broadband"). AT&T Broadband's principal business address is 9197
South Peoria Street, Englewood, Colorado 80112. AT&T Broadband is principally
engaged through its subsidiaries and affiliates in the acquisition, development
and operation of cable television systems throughout the United States.
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As a result of the consummation on March 9, 1999 of the merger (the
"AT&T Merger") of a wholly owned subsidiary of AT&T with and into TCI, (i) TCI
became a wholly owned subsidiary of AT&T; (ii) the businesses and assets of the
Liberty Media Group and TCI Ventures Group of TCI were combined; and (iii) the
holders of TCI's Liberty Media Group common stock and TCI Ventures Group common
stock received in exchange for their shares a new class of common stock of AT&T
intended to reflect the results of AT&T's "Liberty Media Group." Following the
AT&T Merger, AT&T's Liberty Media Group consists of the assets and businesses of
TCI's Liberty Media Group and its TCI Ventures Group prior to the AT&T Merger,
except for certain assets that were transferred to TCI's "TCI Group" in
connection with the AT&T Merger, and the "AT&T Common Stock Group" consists of
all of the other assets and businesses of AT&T. AT&T's principal business
address is 32 Avenue of the Americas, New York, New York 10013. AT&T is
principally engaged in the business of providing voice, data and video
communications services to large and small businesses, consumers and government
entities in the United States and internationally.
The Board of Directors and management of the Reporting Person manage
the business and affairs of the Reporting Person, including, but not limited to,
making determinations regarding the disposition and voting of the Class B
Shares. Although the Reporting Person is a wholly owned subsidiary of AT&T, a
majority of the Reporting Person's Board of Directors consists of individuals
designated by TCI prior to the AT&T Merger. If these individuals or their
designated successors cease to constitute a majority of the Reporting Person's
Board of Directors, the Reporting Person will transfer all of its assets and
businesses to a new entity. Although this new entity would be owned
substantially by AT&T, it would continue to be managed (including with respect
to the voting and disposition of the) by management of the Reporting Person
prior to such transfer of assets.
As a result, the Reporting Person, acting through its Board of
Directors and management, has the power to determine how the Class B Shares will
be voted and, subject to the limitations of the Delaware General Corporation law
and applicable securities laws, has the power to dispose of the Class B Shares,
and thus is considered the beneficial owner thereof for purposes of Section
13(d) of the Act.
The foregoing summary of the terms of the AT&T Merger is qualified in
its entirety by reference to the text of the Agreement and Plan of Restructuring
and Merger dated as of June 23, 1998 among AT&T, Italy Merger Corp. and TCI, and
to the text of the AT&T/TCI Proxy Statement/Prospectus, which is incorporated by
reference as Exhibit 3.
The Class B Shares of the Issuer described herein as beneficially owned
by Liberty Media Corporation are attributed to the Reporting Person as a result
of the ownership of the Class B Shares by Liberty CJR, Inc. ("Liberty CJR"), an
indirect subsidiary of the Reporting Person.
The Liberty Media Group, principally through the Reporting Person, is
engaged in (i) the production, acquisition and distribution through all
available formats and media of branded entertainment, educational and
informational programming and software, including multimedia products, (ii)
electronic retailing, direct marketing, advertising sales related to programming
services,
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infomercials and transaction processing, (iii) international cable television
distribution, telephony and programming, (iv) satellite communications and (v)
investments in wireless domestic telephony and other technology ventures.
Schedule 1 attached to this Statement contains the following
information concerning each director, executive officer or controlling person of
the Reporting Person as of the date of the event requiring the filing of this
Statement: (i) name and residence or business address, (ii) principal occupation
or employment and (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
To the knowledge of the Reporting Person, each of the persons named on
Schedule 1 (the "Schedule 1 Persons") (except David J.A. Flowers, who is a
Canadian citizen) is a United States citizen. During the last five years,
neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge
of the Reporting Person) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, neither
the Reporting Person nor any of the Schedule 1 Persons (to the knowledge of the
Reporting Person) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Schedule 2 attached to this Statement contains the following
information, which has been provided to the Reporting Person by AT&T concerning
each director, executive officer or controlling person of AT&T, as of the date
of the event requiring the filing of this Statement: (i) name and residence or
business address, (ii) principal occupation or employment and (iii) the name,
principal business and address of any corporation or other organization in which
such employment is conducted. Schedule 2 is incorporated herein by reference.
Based upon information provided to the Reporting Person by AT&T, to the
knowledge of AT&T, each of the persons named on Schedule 2 (the "Schedule 2
Persons") is a United States citizen. During the last five years, neither AT&T
nor any of the Schedule 2 Persons (to the knowledge of AT&T) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither AT&T nor any of the Schedule 2 Persons (to
the knowledge of AT&T) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Class B Shares were acquired by Liberty CJR for cash consideration.
The purchase price was paid from working capital.
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ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired its interest in the Issuer for investment
purposes. Neither the Reporting Person nor, to its knowledge, any of its
executive officers, directors or controlling persons or the executive officers
or directors of AT&T, has any present plans or proposals that relate to or would
result in: (i) any acquisition by any person of additional securities of the
Issuer, or any disposition of securities of the Issuer; (ii) any extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (iii) any sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (iv) except
as described in Item 6 with respect to the right of Liberty CJR to nominate two
directors of the Issuer, any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (v) any
material change in the present capitalization or dividend policy of the Issuer;
(vi) any other material change in the Issuer's business or corporate structure;
(vii) any changes in the Issuer's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (viii) causing a class of equity securities
of the Issuer to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to section 12(g)(4)
of the Act; or (x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person may determine to
change its investment intent with respect to the Issuer at any time in the
future. In reaching any conclusion as to its future course of action, the
Reporting Person will take into consideration various factors, such as the
Issuer's business and prospects, other developments concerning the Issuer, other
business opportunities available to the Reporting Person, developments with
respect to the business of the Reporting Person, and general economic and stock
market conditions, including, but not limited to, the market price of the Class
B Shares of the Issuer. The Reporting Person reserves the right, depending on
other relevant factors, to acquire additional Class B Shares of the Issuer in
open market or privately negotiated transactions, to dispose of all or a portion
of its holdings of the Class B Shares and to change its intention with respect
to any or all of the matters referred to in this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The Reporting Person beneficially owns 7,125,000 Class B Shares
as a result of the ownership by Liberty CJR of such shares. Based on information
provided by the Issuer, those Class B Shares represent 19.98% of the Class B
Shares of the Issuer that were outstanding on March 31, 2000.
To the Reporting Person's knowledge, except as set forth on Schedule 2
none of the Schedule 1 Persons or Schedule 2, Persons has any interest in any
securities of the Issuer as of the date of the event requiring the filing of
this Statement.
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The Reporting Person has the sole power to vote and direct the vote,
and to dispose of and direct the disposition of, the Class B Shares.
(c) Neither the Reporting Person nor, to the knowledge of the Reporting
Person, any of the Schedule 1 Persons or Schedule 2 Persons, has executed
transactions in Class B Shares of the Issuer during the 60-day period prior to
March 31, 2000.
(d) No person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Class B Shares
that are beneficially owned by the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Liberty CJR has the right, pursuant to the agreement for the purchase
of the Class B Shares dated February 18, 2000 among Liberty CJR, Corus, Shaw
Communications Inc., CanWest Global Communications Corp. and WIC Western
International Communications Ltd. (the "Purchase Agreement"), to designate up to
two persons for nomination to the Board of Directors of Corus as long as Liberty
CJR continues to own at least 10 percent of the outstanding Class B Shares. As
of the date of this Statement on Schedule 13D, Liberty CJR has not designated
any persons for nomination to the Corus Board of Directors.
Liberty CJR has agreed pursuant to the Purchase Agreement that it will
not acquire, or permit the Reporting Person or any entity controlled by it to
acquire, any other shares of Corus if, after giving effect to that acquisition,
such entities would own (a) 20% or more of the outstanding Class B Shares or (b)
20% or more of the outstanding Class A voting participating shares of Corus and
the Class B Shares.
Liberty CJR also has agreed pursuant to the Purchase Agreement not to
sell or otherwise dispose of any of its Class B Shares in the Province of
Ontario or to a resident of that Province for a period of 90 days after its
purchase of such Class B Shares.
Pursuant to a Registration Rights Agreement dated as of February 18,
2000 between Corus and Liberty CJR (the "Registration Rights Agreement"),
Liberty CJR has the right, subject to certain limited exceptions, at any time
after the Corus Class B Shares are listed for trading on the New York Stock
Exchange (the "NYSE"), to demand registration of all or a portion of its Class B
Shares under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
on up to three separate occasions, provided that each demand must be in respect
of Class B Shares having a market value on the NYSE of at least $25,000,000, and
provided that certain other conditions are met. In addition, Liberty CJR has
certain "piggyback" registration rights to cause Corus to include all or a part
of Liberty CJR's Corus Class B Shares for sale in a registered offering by Corus
or another
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Corus shareholder under the Securities Act. The demand rights are subject to the
right of Corus to defer the timing of a demand registration, and the demand and
piggyback registration rights are subject to an underwriters' right to reduce
the number of shares registered by Liberty CJR in an underwritten offering.
The foregoing descriptions of the Purchase Agreement and the
Registration Rights Agreement are summaries thereof and do not purport to be
complete, and are qualified in their entirety to the full text of the Purchase
Agreement and the Registration Rights Agreement, which are included as Exhibits
(1) and (2) hereof and incorporated by reference herein.
Other than as described above, to the best knowledge of the Reporting
Person there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of Corus, including, but not
limited to, transfer or voting of any securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
(1) Purchase agreement dated as of February 18, 2000
among Liberty CJR, Inc., Corus Entertainment Inc.,
CanWest Global Communications Corp., Shaw
Communications Inc. and WIC Western International
Communications Ltd. (A)
(2) Registration Rights Agreement dated as of February
18, 2000 between Liberty CJR, Inc. and Corus
Entertainment Inc. (A)
(3) Agreement and Plan of Restructuring and Merger dated
as of June 23, 1998 among AT&T Corp., Italy Merger
Corp. and Tele-Communications, Inc. (B)
- -----------------
(A) Filed herewith.
(B) Incorporated by reference to the Registration Statement on Form S-4 of
AT&T Corp. (File No. 333-70279) filed on January 8, 1999.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
April 7, 2000 LIBERTY MEDIA CORPORATION
/s/ Charles Y. Tanabe
-----------------------------------------
Charles Y. Tanabe
Senior Vice President and General Counsel
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SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty Media Corporation ("Liberty Media") are set forth
below. The business address for each person listed below is c/o Liberty Media
Corporation, 9197 South Peoria Street, Englewood, Colorado 80112. Except for
David J.A. Flowers, who is a Canadian citizen, all executive officers and
directors listed on this Schedule 1 are United States citizens.
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
John C. Malone Chairman of the Board and Director of Liberty Media; Director of
AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty Media
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of
Liberty Media
Daniel E. Somers Director of Liberty Media; Senior Executive Vice President and
Chief Financial Officer of AT&T Corp.
John C. Petrillo Director of Liberty Media; Executive Vice President, Corporate
Strategy and Business Development of AT&T Corp.
Larry E. Romrell Director of Liberty Media; Consultant to AT&T Broadband, LLC
Jerome H. Kern Director of Liberty Media
Paul A. Gould Director of Liberty Media; Managing Director of Allen & Co.
John D. Zeglis Director of Liberty Media
David B. Koff Senior Vice President and Assistant Secretary of Liberty Media
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of
Liberty Media
Carl E. Vogel Senior Vice President of Liberty Media
Peter Zolintakis Senior Vice President of Liberty Media
Gary Blaylock Vice President of Liberty Media
Vivian J. Carr Vice President and Secretary of Liberty Media
Kathryn Douglass Vice President and Controller of Liberty Media
David J.A. Flowers Vice President and Treasurer of Liberty Media
David A. Jensen Vice President of Liberty Media
</TABLE>
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SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and
executive officer of AT&T Corp. are set forth below. The business address for
each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking
Ridge, New Jersey 07920. All executive officers and directors listed on this
Schedule 2 are United States citizens.
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
C. Michael Armstrong Chairman of the Board, Chief Executive Officer and Director
Kenneth T. Derr Director; Chairman of the Board, Retired, Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics, Inc.
Walter Y. Elisha Director; Retired Chairman and Chief Executive Officer of Springs
Industries, Inc.
George M. C. Fisher Director; Chairman of the Board, Eastman Kodak Company
Donald V. Fites Director; Chairman, Retired, of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson &
Johnson
John C. Malone Director; Chairman of the Board of Liberty Media Corporation
Donald F. McHenry Director; President of The IRC Group, LLC
Michael I. Sovern Director; President Emeritus and Chancellor, Kent Professor of Law
at Columbia University
Sanford I. Weill Director; Chairman and Co-CEO of Citigroup Inc.
Thomas H. Wyman Director
John D. Zeglis President, AT&T Corp. and Chief Executive Officer.
AT&T Wireless Group; and Director
Harold W. Burlingame Executive Vice President, Merger & Joint Venture Integration
James W. Cicconi Executive Vice President-Law & Governmental Affairs and General
Counsel
Nicholas S. Cyprus Vice President and Controller
</TABLE>
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<TABLE>
<CAPTION>
Name Title
- ---- ------
<S> <C>
Mirian M. Graddick Executive Vice President, Human Resources
Frank Ianna Executive Vice President and President, AT&T Network Services
Michael G. Keith Executive Vice President, AT&T Wireless Group
Richard J. Martin Executive Vice President, Public Relations and Employee
Communication
David C. Nagel President, AT&T Labs & Chief Technology Officer
John C. Petrillo Executive Vice President, Corporate Strategy and Business
Development
Richard R. Roscitt Executive Vice President and President, AT&T Business Services
Daniel E. Somers President and Chief Executive Officer, AT&T Broadband
</TABLE>
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
INTERESTS IN SECURITIES OF THE ISSUER
<TABLE>
<S> <C>
Amos B. Hostetter, Jr. 100,099 Class B Shares (52,091 owned by PH Investments, LLC and
48,008 owned by the Barr Foundation of which Mr. Hostetter is
a trustee)
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
(1) Purchase agreement dated as of February 18, 2000 among
Liberty CJR, Inc., Corus Entertainment Inc., CanWest Global
Communications Corp., Shaw Communications Inc. and WIC
Western International Communications Ltd.
(2) Registration Rights Agreement dated as of February 18, 2000
between Liberty CJR, Inc. and Corus Entertainment Inc.
(3) Agreement and Plan of Restructuring and Merger dated as of
June 23, 1998 among AT&T Corp., Italy Merger Corp. and Tele-
Communications, Inc. (B)
- -----------------
(A) Filed herewith.
(B) Incorporated by reference to the Registration Statement on Form S-4 of AT&T
Corp. (File No. 333-70279) filed on January 8, 1999.
<PAGE> 1
EXHIBIT 1
CORUS ENTERTAINMENT INC.
16TH FLOOR
BCE PLACE, BAY-WELLINGTON TOWER
181 BAY STREET, SUITE 1630
TORONTO, ON M5J 2T3
February 18, 2000
Liberty CJR, Inc. Shaw Communications Inc.
9197 South Peoria Street Suite 900
Englewood, Colorado 80112 630 - 3rd Avenue S.W.
U.S.A. Calgary, AB T2P 4L4
Attention: David Jensen Attention: Jim Shaw
Telecopier Number: (720) 875-5448
Attention: Charles Tanabe
Telecopier Number: (720) 875-5382
- - and - - and -
CanWest Global Communications Corp. WIC Western International
31st Floor, TD Centre Communications Ltd.
201 Portage Avenue 1960, 505 Burrard Street
Winnipeg, MN R3B 3L7 Vancouver, BC V7X 1M6
Attention: President & Attention: President &
Chief Executive Officer Chief Executive Officer
PROPOSED PURCHASE OF CORUS CLASS B SHARES BY LIBERTY CJR
Further to our recent discussions, we are writing to confirm the
terms of our agreement by which Liberty CJR, Inc. ("Liberty CJR") will purchase
from CW Shareholdings Inc. (the "CanWest Purchaser") 7,125,000 Class B
non-voting participating shares (the "Purchased Shares") to be issued by Corus
Entertainment Inc. ("Corus") as provided in section 2 below. Unless otherwise
defined, all terms used in this letter agreement (this "Agreement") that are
defined in the agreement (as the same may be amended from time to time,
including by way of the Liberty CJR Amendment referred to below, the "Master
Agreement") made as of November 8, 1999 among CanWest Global Communications
Corp. ("Can West"), Shaw Communications Inc. ("Shaw"), Corus and WIC Western
International Communications Ltd. have the respective meanings given to them in
the Master Agreement.
<PAGE> 2
-2-
The terms of our agreement are as follows:
1. AMENDMENT OF MASTER AGREEMENT. The parties to the Master Agreement
will cooperate in good faith with each other and use all reasonable efforts to
prepare, execute and deliver as soon as reasonably practicable an amendment (the
"Liberty CJR Amendment") to the Master Agreement that will provide for the
following:
(a) Corus shall issue the Purchased Shares to WIC in lieu of proceeding
with the Corus Subscription Receipts Offering (and CanWest's
obligations in connection with the Corus Subscription Receipts
Offering shall terminate) and in lieu of issuing at least the first
$114,856,250 of Corus Preferred Shares that could otherwise be issued
by Corus in partial satisfaction of the Corus Purchased Businesses
Price, with each Purchased Share being deemed to be payment to WIC of
Cdn. $28.05 of the Corus Purchased Businesses Price (less any
securities filing fee or other expense, other than professional fees
and disbursements, reasonably incurred by any member of the CanWest
Group by reason of the sale of the Purchased Shares to Liberty CJR,
details of which fee or expense shall be provided by CanWest to Corus
prior to the incurrence of the relevant obligation); the cash portion
of the Estimated Corus Purchased Businesses Price shall be reduced to
the extent that the Estimated Corus Purchased Businesses Price exceeds
the Estimated Tax Cost of the Corus Purchased Businesses by less than
$199,856,250;
(b) the purchase by Liberty CJR from the CanWest Purchaser of the
Purchased Shares immediately following the winding-up of WIC Amalco;
(c) (i) an amendment to section 13.6.2 of the Master Agreement to include
a prohibition against the acquisition by any Corus Specified
Shareholder or Shaw Specified Shareholder as part of the series of
transactions that includes the WIC Amalco Winding-Up of any of the
Purchased Shares acquired by Liberty CJR pursuant to this Agreement,
(ii) an amendment to section 13.6.2 of the Master Agreement to include
a prohibition against the acquisition by any Corus Specified
Shareholder or Shaw Specified Shareholder as part of the series of
transactions that includes the WIC Amalco Winding-Up of shares of
Liberty CJR or any person that directly or indirectly owns shares of
Liberty CJR and with whom Liberty CJR does not deal at arm's length
for the purposes of the Income Tax Act (Canada) (the "ITA") and (iii)
corresponding amendments to sections 13.6.2.4 and 13.6.3 of the Master
Agreement to reflect the foregoing amendments to section 13.6.2 of the
Master Agreement;
<PAGE> 3
-3-
(d) an amendment to include the representations and warranties in sections
4(c) and (d) of this Agreement as representations and warranties by
Corus and Shaw respectively which must be true and correct at all
times until Closing;
(e) an amendment to provide that the Closing Date will occur at least
three Business Days after the conditions referred to in section
1.1.43.1 of the Master Agreement have been satisfied or waived;
(f) an amendment to delete section 5.6.1 of the Master Agreement and to
replace it with a comparable provision which requires the purchase
price for the Acquireco Shares sold by Corus to be decreased by 52% of
one-third of the amount, if any, by which $199,856,250 exceeds the
Corus Market Price on the Closing Date of the Purchased Shares;
(g) an amendment to require Corus and CanWest to deliver to Liberty CJR at
Closing the certificates referred to in section 9 of this Agreement
and to require CanWest to deliver the opinion referred to in section 7
below; and
(h) such consequential amendments as may be required by the changes
referred to in items (a) through (g) above (including extending the
appropriate representations, warranties, covenants and indemnities
given by Corus to include all of the Purchased Shares).
Corus will deliver a true and compete copy of the Liberty CJR
Amendment to Liberty CJR promptly after the execution thereof.
For certainty, (i) the Liberty CJR Amendment will not be effective if
this Agreement is terminated pursuant to section 3 below, (ii) Corus may issue
Class B non-voting participating shares in the capital of Corus ("Corus Class B
Shares") in partial satisfaction of the Corus Purchased Businesses Price only to
the extent that Liberty CJR has agreed to purchase such Corus Class B Shares
from the CanWest Purchaser on the terms set out in this Agreement and (iii)
nothing in section 1(a) of this Agreement will derogate from Corus' obligation
to pay the balance of the Estimated Corus Purchased Businesses Price in cash
(including any additional cash amounts required where the total cash exceeds the
Estimated Tax Cost of the Corus Purchased Businesses) or, to the extent
permitted by the Master Agreement, Corus Preferred Shares or to satisfy any
purchase price adjustments in the manner permitted under the Master Agreement.
2. PURCHASE OF CORUS CLASS B SHARES.
(a) Liberty CJR agrees to purchase from the CanWest Purchaser, and CanWest
agrees to cause the CanWest Purchaser to sell, assign and transfer to Liberty
CJR, free and clear of any
<PAGE> 4
-4-
pledge, security interest, encumbrance or adverse claim (other than any pledge,
security interest, encumbrance or adverse claim which would result in a breach
of Corus' representation and warranty in section 4(b)(v) below), all of the
7,125,000 Corus Class B Shares to be issued by Corus pursuant to the Master
Agreement (such shares constituting the Purchased Shares) at a price of Cdn.
$28.05 per share for an aggregate purchase price (the "Purchase Price") of Cdn.
$199,856,250. (References in this Agreement to a number of, or to the per-share
price of, Corus Class B Shares will be equitably adjusted in the event of any
stock split, stock dividend, combination, spin-off, split-off, recapitalization,
reclassification or similar transaction involving Corus or its share capital
prior to the delivery of the Purchased Shares to Liberty CJR pursuant to this
Agreement so that Liberty CJR is placed in the same position as it would have
been if such Corus Class B Shares had been delivered to Liberty CJR on the date
of execution of this Agreement.) Liberty CJR shall not acquire, or permit
Liberty Media Corporation ("Liberty Media") or any entity controlled by it to
acquire, any shares of Corus other than the Purchased Shares if, after giving
effect to that acquisition, Liberty Media and all entities controlled by it
would own (i) 20% or more of the outstanding Corus Class B Shares or (ii) 20% or
more of the outstanding Class A voting participating shares in the capital of
Corus ("Corus Class A Shares") and Corus Class B Shares. (For the purposes of
this Agreement, the term "control", as used with respect to any entity, means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such entity, whether through the
ownership of voting securities, by agreement or otherwise; and the term
"controlled by" and similar expressions shall have corresponding meanings.)
(b) The completion of Liberty CJR's purchase of the Purchased Shares will
occur immediately following the time at which the CanWest Purchaser acquires the
Purchased Shares on the Closing Date. Corus will give Liberty CJR notice of the
Closing Date as soon as practicable but in any event no later than three
Business Days prior to the Closing Date. The Purchase Price will be paid in cash
by Liberty CJR on the Closing Date in exchange for the simultaneous delivery by
(i) the CanWest Purchaser to Liberty CJR of certificates evidencing the
Purchased Shares, duly endorsed in blank for transfer in form satisfactory to
Liberty CJR and (ii) the CanWest Purchaser and Corus of the officers'
certificates referred to in section 9 below. Liberty CJR will cooperate in good
faith with CanWest and use all reasonable efforts to provide on or before the
Liberty CJR Commitment Date (as defined in section 3 below) an irrevocable
standby letter of credit satisfactory to CanWest (the "L/C") from The
Toronto-Dominion Bank or any other bank listed in Schedule I to the Bank Act
(Canada) in the amount of Cdn. $199,856,250 that can be drawn on the Closing
Date (to the extent that Liberty CJR fails to pay the Purchase Price on the
Closing Date) with no prior notice and conditional only on (i) the delivery by
the CanWest Purchaser of such duly endorsed certificates to Liberty CJR (or, if
Liberty CJR does not have a representative at Closing, to Corus' transfer agent
to be held by it for the benefit of Liberty CJR) and (ii) the delivery by the
CanWest Purchaser and Corus of the officers' certificates referred to in section
9 below. Corus will pay the issuer of the L/C all fees and costs payable by
Liberty CJR in connection with the L/C.
<PAGE> 5
-5-
(c) On or before the Liberty CJR Commitment Date (as defined in section 3
below), Corus and Liberty CJR shall enter into an agreement (the "Registration
Rights Agreement") that will provide for registration rights in favour of
Liberty CJR after the Corus Class B Shares become listed on the New York Stock
Exchange.
(d) If Corus declares any dividend or distribution on or in respect of the
outstanding Corus Class B Shares on or after the date of this Agreement, Corus
will pay to Liberty CJR, simultaneously with the delivery by the CanWest
Purchaser to Liberty CJR of the Purchased Shares, an amount in cash equal to
each such dividend or distribution so declared on one Corus Class B Share
multiplied by the number of Purchased Shares.
3. TERMINATION. This Agreement will terminate automatically in any of the
following circumstances:
(a) if the Liberty CJR Amendment has not been executed and delivered on or
before February 25, 2000 or such later date as CanWest, Corus and
Liberty CJR may mutually agree (the "Liberty CJR Commitment Date");
(b) if the L/C, in form satisfactory to CanWest, has not been issued and
delivered to CanWest on or before the Liberty CJR Commitment Date;
(c) if the Registration Rights Agreement is not executed and delivered by
each of Corus and Liberty CJR on or before the Liberty CJR Commitment
Date;
(d) if the Master Agreement is terminated;
(e) on the date on which Liberty CJR gives notice of termination to the
other parties to this Agreement if the Closing Date has not occurred
by June 30, 2000;
(f) if the opinion referred to in section 6(f) below has not been
delivered to Liberty CJR on or before the Liberty CJR Commitment Date;
or
(g) if the opinion referred to in section 7 below has not been delivered
to Liberty CJR on or before the Closing Date.
The date on which this Agreement is terminated pursuant to this
section 3 is referred to in this Agreement as the "Termination Date".
Corus will give Liberty CJR written notice of any termination of the
Master Agreement promptly after it occurs. Upon any termination of this
Agreement, the L/C will be returned to Liberty CJR for cancellation and no party
will have any further rights or obligations
<PAGE> 6
-6-
under this Agreement, except for the obligation of Corus to pay the fees and
costs incurred by Liberty CJR in connection with the L/C.
4. REPRESENTATIONS AND WARRANTIES
(a) MUTUAL REPRESENTATIONS AND WARRANTIES. Each of Corus, Liberty CJR and
CanWest severally and not jointly represents and warrants to each of
the others that:
(i) it is a corporation validly existing under the laws of its
jurisdiction of incorporation and has all necessary corporate
power and authority to enter into and perform its obligations
under this Agreement;
(ii) this Agreement has been duly authorized, executed and
delivered on behalf of such party and is a legal, valid and
binding obligation of such party, enforceable in accordance
with its terms, except as enforceability may be affected by
bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting the rights of creditors generally and
by equitable principles; and
(iii) its execution, delivery and performance of this Agreement will
not breach or result in a default under (x) its articles,
by-laws or other organizational documents, (y) any applicable
law, statute or regulation or (z) any agreement or instrument,
license, permit, order, judgment or decree by which it is
bound.
(b) ADDITIONAL REPRESENTATIONS AND WARRANTIES OF CORUS TO LIBERTY CJR.
Corus represents and warrants to Liberty CJR that:
(i) Corus has made all filings required to be made by it under the
Securities Act (Ontario) (the "OSA") and, as of the date of
filing, no public document filed by Corus under the OSA
contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under
which they were made, not misleading;
(ii) there has been no material change (as that term is defined in
the OSA) relating to Corus since September 1, 1999 that has
not been publicly disclosed in a filing by Corus under the
OSA;
(iii) no order to prevent or restrict trading in the Corus Class B
Shares has been issued by any court, securities commission or
other regulatory authority and,
<PAGE> 7
-7-
to the knowledge of Corus, no proceeding for that purpose is
pending or threatened;
(iv) the Corus Class B Shares to be issued by Corus under the
Master Agreement, when issued and delivered in accordance with
the terms of the Master Agreement, will be duly authorized and
validly issued as fully paid and non-assessable shares and
will be approved for listing on The Toronto Stock Exchange,
subject only to the due issuance of such Corus Class B Shares,
the delivery of final documentation and similar customary
listing conditions, and included in Corus' application for
listing on the New York Stock Exchange; the issuance of such
Corus Class B Shares by Corus is exempt from the registration
and prospectus requirements of the OSA and will be made in
compliance with all applicable securities laws and stock
exchange requirements;
(v) the Corus Class B Shares to be issued by Corus under the
Master Agreement, when issued and delivered in accordance with
the terms of the Master Agreement, will be acquired by WIC
with a good and marketable title thereto, free and clear of
any pledge, encumbrance, security interest, claim or other
adverse claim (except for any claims arising through WIC);
(vi) the Corus Class B Shares have the rights, privileges,
restrictions and conditions set out in Schedule 1 to the
certificate and accompanying articles of amendment of Corus
dated August 26, 1999, a true and complete copy of which
certificate and articles are attached to this Agreement as
Exhibit A;
(vii) to the best knowledge of Corus after due enquiry, no
governmental or regulatory consent is required for the
execution and delivery of this Agreement or the completion of
the transactions contemplated by this Agreement, excluding the
CRTC approvals referred to in the Master Agreement;
(viii) Corus does not own, distribute, sell or license from any other
person or entity any television programming consisting of
sporting contests, competition or games or any other event in
which the display of physical skills and abilities is a
significant aspect of the performance thereof or news,
commentary or analysis relating to any of the foregoing;
(ix) Corus has delivered to Liberty CJR a true and complete copy of
the Master Agreement as in effect on the date of this
Agreement;
<PAGE> 8
-8-
(x) neither Corus nor any entity controlled by it is bound by any
non-competition agreement, other than any agreement entered
into with DMX Inc. or any other entity controlled by Liberty
Media and, when executed and delivered in accordance with the
Master Agreement, a non-competition agreement substantially in
the form of Schedule 11.3.4 to the Master Agreement;
(xi) Corus is, or will be upon the listing of the Corus Class B
Shares on the New York Stock Exchange, a "foreign private
issuer" as defined in Rule 3b-4 under the U.S. Securities
Exchange Act of 1934, as amended (the "1934 Act");
(xii) (x) except as disclosed in Exhibit B, during the period
beginning on September 1, 1999 through and including the date
of this Agreement, Corus has not made or agreed to make any
Transfer (as defined in section 6(e) below) of assets to any
person or entity that could require Corus (if it were subject
to U.S. tax laws and regulations) to recognize passive income
as determined under U.S. tax laws and regulations applicable
to a PFIC (as defined in section 6(e) below) ("Passive
Income") of Cdn. $25,000,000 or more in the case of all such
Transfers and (y) Corus is not classified as a PFIC (as
defined in section 6(e) below) under the passive asset test,
as determined under such laws and regulations; and
(xiii) neither Corus nor any entity controlled by it (x) made any
sales into the United States of America during its most recent
fiscal year or (y) owns any asset (except for cash, deposits
in financial institutions, other money market instruments and
instruments evidencing government obligations) located in the
United States of America.
(c) ADDITIONAL REPRESENTATIONS AND WARRANTIES OF CORUS TO CANWEST. For the
purposes of this Agreement, "Relevant Liberty Company" means (A)
Liberty CJR and (B) any person related to Liberty CJR which has a
significant direct or indirect interest in Liberty CJR (as the term
"related" is defined in the ITA and as the phrase "significant or
indirect interest" is used in the ITA). Corus represents and warrants
to Can West that:
(i) no Relevant Liberty Company is a Corus Specified Shareholder;
(ii) no Relevant Liberty Company is a corporation of which a person
who owned all of the shares of Relevant Liberty Companies
owned by each of Corus and Shaw and each person who does not
deal at Arm's Length with each of Corus
<PAGE> 9
-9-
or Shaw would be a "specified shareholder" (as that term is
defined in the ITA);
(iii) the Corus Class B Shares to be issued by Corus under the
Master Agreement, when issued and delivered in accordance with
the terms of the Master Agreement, will be acquired by WIC
with a good and marketable title thereto, free and clear of
any pledge, encumbrance, security interest, claim or other
adverse claim (except for claims arising out of agreements to
which WIC is a party, including the Master Agreement and this
Agreement); and
(iv) immediately after giving effect to the issuance of the
Purchased Shares pursuant to the Master Agreement, the
Purchased Shares will represent less than 20% of the
outstanding Corus Class B Shares.
(d) ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SHAW TO CANWEST. Shaw
represents and warrants to CanWest that:
(i) no Relevant Liberty Company is a Shaw Specified Shareholder;
and
(ii) no Relevant Liberty Company is a corporation of which a person
who owned all of the shares of Relevant Liberty Companies
owned by each of Corus and Shaw and each person who does not
deal at Arm's Length with each of Corus or Shaw would be a
"specified shareholder" (as that term is defined in the ITA).
(e) ADDITIONAL REPRESENTATIONS AND WARRANTIES OF LIBERTY CJR. Liberty CJR
represents and warrants to CanWest and Corus that:
(i) Liberty CJR is an indirect, wholly-owned subsidiary of Liberty
Media and Liberty Media is an indirect, wholly-owned
subsidiary of AT&T Corp. ("AT&T");
(ii) to the best knowledge of Liberty CJR, Cathton does not own
more than 10% of the outstanding shares of any class of
securities of Liberty Media or any entity that, directly or
indirectly, is controlled by Liberty Media (a "Controlled
Affiliate");
(iii) Liberty CJR acts at arm's length (as defined in the ITA) with
each of Corus, Shaw and Cathton;
<PAGE> 10
-10-
(iv) Liberty CJR is an "accredited investor" as defined in rule
501(a) promulgated under the U.S. Securities Act of 1933, as
amended;
(v) Liberty CJR is agreeing to purchase the Purchased Shares under
this Agreement as principal for investment only and not with
any present intention of reselling or distributing the
Purchased Shares or any part thereof;
(vi) Liberty Media and its Controlled Affiliates do not own, and
will not own at any time up to and including the Closing Date,
any shares of Corus other than the Purchased Shares to be
purchased by Liberty CJR under this Agreement;
(vii) other than AT&T and entities which are directly or indirectly
wholly-owned by AT&T, there is no person which has a
significant direct or indirect interest in Liberty CJR;
(viii) Liberty CJR has no present intention to sell or otherwise
dispose of any of the Purchased Shares in the Province of
Ontario or to a resident of that province, including any trade
through the facilities of The Toronto Stock Exchange; and
(ix) Liberty CJR is not resident or otherwise located in the
Province of Ontario.
(f) ADDITIONAL REPRESENTATIONS AND WARRANTIES OF CANWEST. CanWest
represents and warrants to Liberty CJR that:
(i) neither the CanWest Purchaser nor WIC has granted or permitted
to exist any pledge, encumbrance, security interest or other
lien against the Purchased Shares and, assuming that Corus
delivered to WIC good and marketable title, free of any
adverse claim, to the Purchased Shares, Liberty CJR will upon
the purchase from the CanWest Purchaser of the Purchased
Shares have good and marketable title thereto, free of any
adverse claim;
(ii) the CanWest Purchaser is not a non-resident of Canada under
the ITA; and
(iii) the CanWest Purchaser does not own, and will not own at the
Time of Closing, any shares of Corus other than the Purchased
Shares and any Corus Preferred Shares which may be issued
pursuant to the Master Agreement and is not, and will not be
at the Time of Closing, a control person or member of a
control block within the meaning of clause (c) of the
definition of the term "distribution" in subsection 1(1) of
the OSA.
<PAGE> 11
-11-
Liberty CJR acknowledges that CanWest has not made any representations
and warranties, express or implied, relating to the subject matter
hereof other than under sections 4(a) and (f) of this Agreement.
(g) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the parties in this Agreement will survive the
completion of the transactions contemplated hereby and will continue
in full force and effect for a period of one year following the
Closing Date, except that the respective representations and
warranties of the CanWest Purchaser and Corus to Liberty CJR as to
title to the Purchased Shares and the absence of pledges,
encumbrances, security interest or other liens will survive until the
end of the applicable statutory limitation period.
5. LIBERTY CJR ACKNOWLEDGEMENTS. Liberty CJR acknowledges that:
(a) the Purchased Shares are being issued and sold by Corus to WIC,
subsequently transferred to the CanWest Purchaser and resold by the
CanWest Purchaser to Liberty CJR in reliance on exemptions from the
prospectus and registration requirements of applicable provincial
securities laws and that the Purchased Shares may be subject to
restrictions on resale under such laws; and
(b) the Corus Class B Shares to be purchased by it under this Agreement
are being offered and sold pursuant to exemptions from registration
under the 1933 Act and that the certificates evidencing such Corus
Class B Shares will contain the following restrictive legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT") OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF CORUS
ENTERTAINMENT INC. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) IF THE SECURITIES ARE
REGISTERED UNDER THE U.S. SECURITIES ACT, OR (B) PURSUANT TO AN
EXEMPTION UNDER THE U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE
MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON
THE TORONTO STOCK EXCHANGE. A NEW CERTIFICATE, BEARING NO LEGEND,
DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED
FROM THE CIBC MELLON TRUST COMPANY UPON DELIVERY OF THIS CERTIFICATE
AND A DULY EXECUTED
<PAGE> 12
-12-
DECLARATION THAT EITHER (I) (A) THE SALE OF THE SECURITIES IS BEING
MADE IN RELIANCE ON RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES
ACT, AND (B) CERTIFIES THAT (1) THE BUYER IS NOT AN "AFFILIATE" (AS
DEFINED IN RULE 405 UNDER THE U.S. SECURITIES ACT) OF THE CORPORATION,
(2) THE OFFER OF SUCH SECURITIES WAS NOT MADE TO A PERSON IN THE
UNITED STATES AND EITHER (A) AT THE TIME THE BUY ORDER WAS ORIGINATED,
THE BUYER WAS OUTSIDE THE UNITED STATES, OR THE SELLER AND ANY PERSON
ACTING ON ITS BEHALF REASONABLY BELIEVE THAT THE BUYER WAS OUTSIDE THE
UNITED STATES, OR (B) THE TRANSACTION WAS EXECUTED ON OR THROUGH THE
FACILITIES OF THE TORONTO STOCK EXCHANGE AND NEITHER THE SELLER NOR
ANY PERSON ACTING ON ITS BEHALF KNOWS THAT THE TRANSACTION HAS BEEN
PREARRANGED WITH A BUYER IN THE UNITED STATES AND (3) NEITHER THE
SELLER NOR ANY PERSON ACTING ON ITS BEHALF ENGAGED IN ANY DIRECTED
SELLING EFFORTS IN CONNECTION WITH THE OFFER AND SALE OF SUCH
SECURITIES. TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S OR (II) THAT THE OFFER AND SALE WERE MADE TO A PERSON IN
THE UNITED STATES PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE U.S. SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION."
6. CORUS COVENANTS. Corus covenants and agrees in favour of Liberty CJR
that:
(a) If Corus becomes aware that it has ceased to be a foreign private
issuer as defined in Rule 3b-4 under the 1934 Act at any time after
the purchase of the Purchased Shares by Liberty CJR and Liberty CJR
and its Affiliates continue to own any of the Purchased Shares, Corus
will promptly give notice to Liberty CJR of that fact.
(b) Corus will use all commercially reasonable efforts to achieve listing
of the Corus Class B Shares on the New York Stock Exchange within 90
days after the date of this Agreement.
(c) If so requested by Liberty CJR, Corus will take all actions within its
power to cause up to two persons designated by Liberty CJR (other than
a person who is not eligible to become a director of Corus under any
applicable law, statute, regulation, rule, policy or stock exchange
requirement or a person who is a director, executive officer or
significant shareholder of a competitor of Corus) to be nominated for
election as
<PAGE> 13
-13-
directors of Corus for so long as Liberty CJR continues to own at
least 10% of the outstanding Corus Class B Shares.
(d) Corus will not transfer any assets to The Shaw/Corus Investment
Partnership (other than those already contributed to such partnership
pursuant to the General Partnership Agreement of The Shaw/Corus
Investment Partnership dated January 28, 2000), or any similar entity
in which both (i) Shaw or any of its Affiliates (but excluding Corus
and all entities controlled by it) and (ii) Corus have ownership
interests, for so long as Shaw or any such Affiliate continues to be a
partner or owner thereof.
(e) PFIC STATUS.
(i) During the period from the date of this Agreement through and
including August 31, 2000, Corus will not, without the prior
written consent of Liberty CJR, which consent shall not be
unreasonably withheld or delayed, contribute, exchange,
transfer or otherwise dispose of (in each case, a "Transfer"),
to any person or entity, including any Affiliate of Corus, any
asset of Corus or (to the extent lawful and within Corus'
power) of any entity in which Corus directly or indirectly
owns 25% or more of the equity (each a "PFIC Affiliate") and
which is controlled by Corus if such Transfer would (if Corus
and its PFIC Affiliates were subject to U.S. tax laws and
regulations) require Corus to recognize Passive Income of Cdn.
$50,000,000 or more. Liberty CJR will consent to any such
Transfer unless Liberty CJR believes, acting reasonably on the
basis of Corus' management's reasonable estimate of Corus'
financial results for such period, it is likely to cause Corus
to be characterized as a passive foreign investment company
under such laws and regulations (a "PFIC"). The restriction in
this section (e)(i) shall not apply to (x) any of the
Transactions contemplated by the Master Agreement, (y) any
Transfer that occurs by operation of law or otherwise without
the consent or support of Corus or (z) any Transfer that is
mandated by the CRTC or any other regulatory authority having
jurisdiction over Corus or any PFIC Affiliate. Corus will give
notice to Liberty CJR of any Transfer referred to in the
preceding sentence promptly after Corus becomes aware of the
Transfer.
(ii) During the period beginning on the date of this Agreement and
ending on the date on which Liberty CJR and its Affiliates
cease to own at least 5% of the outstanding Corus Class B
Shares, Corus will give notice to Liberty CJR of the terms of
any proposed Transfer of assets by Corus and any PFIC
Affiliate which is controlled by Corus (to the extent lawful
and within Corus' power)
<PAGE> 14
-14-
or any proposed Transfer of assets by a non-controlled PFIC
Affiliate of which Corus has actual knowledge at least 10
Business Days prior to such entity making or agreeing to make
the Transfer (or, if later, within one Business Day after
Corus obtains actual knowledge of the Transfer) if both (x)
such Transfer would (if Corus and its PFIC Affiliates were
subject to U.S. tax laws and regulations) require Corus to
recognize Passive Income and (y) such Passive Income is likely
to cause Corus to be characterized as a PFIC. Corus will
provide to Liberty CJR all information in the possession or
control of Corus that is requested from time to time by
Liberty CJR, acting reasonably, to enable it to verify whether
Corus is a PFIC.
(iii) For so long as Liberty CJR and its Affiliates continue to own
at least 5% of the outstanding Corus Class B Shares, Corus
will use all commercially reasonable efforts to (i) monitor
the passive income and passive assets of Corus and its PFIC
Affiliates and (ii) avoid being characterized as a PFIC (but
subject to the fiduciary duties of Corus' directors and
officers to act in the best interests of Corus). Corus will
give notice to Liberty CJR if it determines that Corus is
likely to be classified as a PFIC, and will, promptly
following the end of that and each subsequent fiscal year of
Corus during which Liberty CJR and its Affiliates continue to
own at least 5% of the outstanding Corus Class B Shares,
provide to Liberty CJR all information and documents,
including all necessary calculations of the earnings and
profits of Corus and its PFIC Affiliates (to the extent that
the information required in respect of such calculations for
its PFIC Affiliates is available to Corus on a
non-confidential basis), reasonably requested by Liberty CJR
and in the possession or control of Corus to allow Liberty CJR
and its Affiliates to make appropriate entries on their U.S.
tax returns and to elect to treat Corus as a "qualified
electing fund" under U.S. tax laws and regulations as then in
effect; provided, however, that nothing in this Agreement
shall require Corus to submit to the jurisdiction of the U.S.
Internal Revenue Service or any other foreign taxing or
regulatory authority.
(f) Corus will cause to be delivered to Liberty CJR on or before the
Liberty CJR Commitment Date a favourable opinion (subject to customary
assumptions, qualifications and limitations) of counsel to Corus as to
the matters referred to in section 4(a) (other than clause (iii)(z)
thereof) insofar as they relate to Corus and section 4(b)(iv) of this
Agreement.
(g) Corus will not consent to any amendment to the Master Agreement, other
than the Liberty CJR Amendment, without the prior written consent of
Liberty CJR except for any amendment which could not reasonably be
expected to materially adversely
<PAGE> 15
-15-
affect Corus or Liberty CJR. Corus will provide Liberty CJR with a
true and complete copy of any such amendment promptly after its
execution.
7. COVENANT OF CANWEST. CanWest will cause to be delivered to Liberty CJR
as soon as reasonably practicable after the date of this Agreement, and in any
event on or before the Closing Date, a favourable opinion (subject to customary
assumptions, qualifications and limitations) of counsel to CanWest as to the
matters referred to in section 4(a) (other than clause (iii)(y) thereof to the
extent that it extends to the OSA and the rules, regulations and policies
thereunder and other than clause (iii)(z) thereof) insofar as such matters
relate to CanWest.
8. RESTRICTION ON RESALE IN ONTARIO. Liberty CJR covenants and agrees in
favour of the CanWest Purchaser not to sell or otherwise dispose of any of the
Purchased Shares in the Province of Ontario or to a resident of that province,
including any trade through the facilities of The Toronto Stock Exchange, for a
period of 90 days from the Closing Date. Liberty CJR agrees that a legend to
that effect will be placed on the certificates representing the Purchased
Shares. Liberty CJR will have the right to exchange the certificates
representing the Purchased Shares with certificates that do not contain the
legend contemplated by this section at any time after the expiry of such 90-day
period, by surrendering the certificates to Corus. Corus will arrange for such
exchange to occur promptly following its receipt of such certificates.
9. CONDITIONS TO COMPLETION. The completion of the transactions
contemplated by this Agreement is subject only to (a) the issuance by Corus to
WIC pursuant to the Master Agreement on or before the Termination Date of the
Purchased Shares and (b) the delivery to Liberty CJR by each of Corus and
CanWest on the Closing Date of a certificate of two senior officers of each such
party stating that the transactions contemplated by the Master Agreement (other
than the purchase by Liberty CJR of the Purchased Shares) have been completed in
accordance with the terms thereof. Upon the delivery by the CanWest Purchaser to
Liberty CJR of the duly endorsed certificates representing the Purchased Shares
in accordance with section 2 of this Agreement and the officers' certificates
referred to in clause (b) above, Liberty CJR's obligation to purchase and pay
for such shares shall be unconditional (but, for certainty, without in any way
derogating from Liberty CJR's right to claim for any damages suffered by it as a
result of any breach of this Agreement). For certainty, a breach of any
representation, warranty or covenant by any party, other than a breach of the
covenants to deliver the share certificates and officers' certificates referred
to in the preceding sentence, will not affect any party's obligations under this
Agreement (but without in any way prejudicing any party's right to claim damages
as a result thereof).
10. FURTHER ACTION. Each party agrees to execute all such further
agreements, amendments and other documents and to do all such other acts and
things as any other party, acting reasonably, may request for the purpose of
giving effect fully to the terms and intent of this Agreement.
<PAGE> 16
-16-
11. BINDING NATURE. This Agreement is binding upon and will enure to the
benefit of the parties and their respective successors and permitted assigns. No
party may assign any of its rights or obligations under this Agreement without
the prior consent of each other party, except that Liberty CJR may assign this
Agreement to a direct or indirect wholly-owned subsidiary of Liberty Media
without any party's consent.
12. GOVERNING LAW. This Agreement is governed by the laws of the Province
of Ontario and the federal laws of Canada applicable in that province.
13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will constitute an original and all of which, taken
together, will constitute one and the same instrument.
14. NOTICES. Any notice or certificate required or permitted to be given or
delivered to any party under this Agreement shall be in writing and shall be
given to such party at its address as set out in section 18.7 of the Master
Agreement (or, in the case of Liberty CJR, to its address as set out on the
first page of this Agreement). Notices will be deemed given:
(a) when delivered, if sent by recognized courier service;
(b) five days after mailing, if sent by first class mail, postage prepaid;
and
(c) when received, if sent by telecopy to the correct number during
regular business hours, with receipt confirmed by person or electronic
device.
Any party may change its address for purposes of this section by giving notice
to the other parties as provided in this section.
------------------------
<PAGE> 17
-17-
Please confirm your agreement to the foregoing terms by signing where
indicated below and returning a signed copy of this letter.
Yours very truly,
CORUS ENTERTAINMENT INC.
by /s/ JOHN CASSADAY
---------------------------------------
Name: John Cassaday
Title: President and Chief Executive Officer
AGREED:
LIBERTY CJR, INC. SHAW COMMUNICATIONS INC.
by /s/ DAVID A. JENSEN by /s/ MICHAEL G. OSTOPOWICH
--------------------------- ---------------------------------------
Name: David A. Jensen Name: Michael G. Ostopowich
Title: Vice President Title: Vice President Finance
CANWEST GLOBAL WIC WESTERN INTERNATIONAL
COMMUNICATIONS CORP. COMMUNICATIONS LTD.
by /s/ RICHARD LEIPSIC by /s/ D. ALEXANDER FARAC
--------------------------- ---------------------------------------
Name: Richard Leipsic Name: D. Alexander Farac
Title: Vice President and Title: Secretary
General Counsel
<PAGE> 18
EXHIBIT A
ARTICLES OF AMENDMENT OF CORUS ENTERTAINMENT INC.
Attached.
<PAGE> 19
EXHIBIT B
DISCLOSURE OF TRANSFERS
Contribution by Corus of 1,400,000 shares of series A common stock, par value
U.S.$0.01 per share in the capital of Liberty Digital Inc. to The Shaw/Corus
Investment Partnership as an initial capital contribution on January 28, 2000.
<PAGE> 1
EXHIBIT 2
REGISTRATION RIGHTS AGREEMENT
BETWEEN
CORUS ENTERTAINMENT INC.
AND
LIBERTY CJR, INC.
DATED AS OF FEBRUARY 18, 2000
<PAGE> 2
REGISTRATION RIGHTS AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 18th day of February, 2000.
B E T W E E N:
CORUS ENTERTAINMENT INC.,
a corporation incorporated under the
laws of Canada,
(hereinafter referred to as the "Company"),
- and -
LIBERTY CJR, INC.,
a corporation incorporated
under the laws of the State of Delaware,
(hereinafter referred to as the "Purchaser").
WHEREAS the Purchaser has entered into an agreement dated February 18,
2000 with the Company, Shaw Communications Inc., CanWest Global Communications
Corp. and WIC Western International Communications Ltd. (the "Purchase
Agreement") relating to the purchase by the Purchaser of Class B non-voting
participating shares of the Company;
NOW THEREFORE, in connection with the Purchaser entering into the
Purchase Agreement, the parties hereto agree as follows:
SECTION 1
DEFINITIONS
1.1 As used in this Agreement, the following terms shall have the meanings
ascribed to them below. Unless the context requires, any reference herein to a
"Section", "subsection", "paragraph" or "subparagraph" refers to a Section
"subsection", "paragraph" or "subparagraph", as the case may be, of this
Agreement, and the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision:
"ADDITIONAL PIGGYBACK RIGHTS" means piggyback registration rights
granted by the Company to other holders of Class B Shares after the
date hereof which are not inconsistent with the rights granted in, or
otherwise conflict with the terms of, this Agreement.
<PAGE> 3
-2-
"AFFILIATE" means with respect to any Person, any other Person directly
or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person.
"CLAIMS" is defined in Section 12.1.
"CLASS B SHARES" means the Class B non-voting participating shares in
the capital of the Company.
"COMPANY" means Corus Entertainment Inc.
"CONTROLLING PERSON" is defined in Section 12.1.
"DEMAND EXERCISE NOTICE" is defined in Section 2.1.
"DEMAND REGISTRATION" is defined in Section 2.1.
"DEMAND REGISTRATION REQUEST" is defined in Section 2.1.
"DEMAND REGISTRATION STATEMENT" is defined in Section 2.1.
"DEMANDING HOLDER" means the Purchaser and any Transferee to whom the
Purchaser has assigned its rights under Section 2.1, provided that the
Purchaser has given written notice to the Company of such assignment.
"EFFECTIVE TIME" means the time and date as of which the SEC declares
the related Demand Registration Statement effective or as of which the
related Demand Registration Statement otherwise becomes effective.
"ELECTING HOLDER" means a Holder electing to be included under the
applicable Secondary Offering Registration Statement.
"EXCHANGE ACT" means the United States Securities Exchange Act of 1934,
as amended.
"EXPENSES" is defined in Section 7.1.
"HOLDER" or "HOLDERS" means (i) the Purchaser and (ii) any Transferee.
"LIBERTY ENTITY" means the Purchaser and any Affiliate of the
Purchaser.
<PAGE> 4
-3-
"MAJOR HOLDER" means, with respect to any secondary offering involving
a Secondary Offering Registration Statement, the Person that, together
with its Affiliates, includes the largest number of Class B Shares in
such secondary offering.
"MANAGER" is defined in Section 5.1.
"NASD" means the National Association of Securities Dealers, Inc.
"NYSE" means the New York Stock Exchange, Inc.
"NON-LIBERTY DEMAND REGISTRATION REQUEST" means a Demand Registration
Request made by a Holder that is not a Liberty Entity.
"OTHER DEMAND RIGHTS" means any contractual demand registration rights
granted by the Company to other holders of Class B Shares after the
date hereof which are not inconsistent with the rights granted in, or
otherwise conflict with the terms of, this Agreement.
"PERSON" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency
or political subdivisions thereof.
"PIGGYBACK REGISTRATION" is defined in Section 3.1.
"PIGGYBACK REQUEST" is defined in Section 3.1.
"POSTPONEMENT PERIOD" is defined in Section 2.2.
"PURCHASE AGREEMENT" is defined in the recitals hereto.
"PURCHASER" means Liberty CJR, Inc.
"REGISTRABLE SHARES" means any Class B Shares purchased by the
Purchaser pursuant to the Purchase Agreement and held by a Holder, or
any shares into which such Class B Shares are reclassified as a result
of any subdivision, redivision, reduction, combination or
consolidation, of for which such Class B Shares may be exchanged or
converted. As to any particular Registrable Shares, such shares shall
cease to be Registrable Shares when (i) a registration statement with
respect to the sale of such shares shall have been declared effective
under the Securities Act and such shares shall have been disposed of in
accordance with such registration statement, or (ii) all such shares
may be sold by the Holder thereof (other than in a privately negotiated
sale) pursuant to Rule 144 (or any successor provision)
<PAGE> 5
-4-
under the Securities Act without being limited by the volume
limitations of paragraph (e) of Rule 144.
"RULE 144", "RULE 144A", "RULE 405" and "RULE 415" means, in each case,
such rule promulgated under the Securities Act (or any successor
provision), as the same shall be amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SECONDARY OFFERING REGISTRATION STATEMENT" means (i) any Demand
Registration Statement required to be filed by the Company pursuant to
Section 2 hereof, and/or (ii) any piggyback registration statement
filed or required to be filed by the Company pursuant to Section 3
hereof, in each case, as applicable. As used herein, references to a
Secondary Offering Registration Statement in the singular shall, if
applicable, be deemed to be in the plural.
"SECTION 5.1 SALE NUMBER" is defined in Section 5.1.
"SECTION 5.2 SALE NUMBER" is defined in Section 5.2.
"SECURITIES ACT" means the United States Securities Act of 1933, as
amended.
"TRANSFEREE" is defined in Section 16.4.
"US$", "$" or "U.S. DOLLARS" means lawful currency of the United States
of America.
"U.S. INITIAL PUBLIC OFFERING" means a distribution to the public of
Class B Shares in any state of the United States pursuant to a
registration statement and the concurrent listing of such shares for
trading on The Nasdaq Stock Market, the American Stock Exchange or the
NYSE.
"VALID BUSINESS REASON" is defined in subsection 2.2(d).
SECTION 2
DEMAND REGISTRATION OF THE REGISTRABLE SHARES
2.1 (a) Subject to Sections 2.2 and 5, at any time and from time to time after
the Registrable Shares are listed for trading on the NYSE, the Purchaser shall
have the right to require the Company to file a registration statement under the
Securities Act covering the Purchaser's Registrable Shares, by delivering a
written request therefor to the Company specifying the number of Registrable
Shares
<PAGE> 6
-5-
to be included in such registration by the Purchaser and the intended method of
distribution thereof. All such requests by the Purchaser pursuant to this
Section 2.1 are referred to herein as "DEMAND REGISTRATION REQUESTS" and the
registrations so requested are referred to herein as "DEMAND REGISTRATIONS". As
promptly as practicable, but no later than 15 days after receipt of a Demand
Registration Request, the Company shall give written notice (the "DEMAND
EXERCISE NOTICE") of such Demand Registration Request to all Holders of record
of Registrable Shares.
(b) The Company, subject to Sections 5 and 8, shall include in a Demand
Registration (x) the Registrable Shares of the Demanding Holder and (y) the
Registrable Shares of any other Holder which shall have made a written request
to the Company for inclusion of Registrable Shares in such registration (which
request shall specify the maximum number of Registrable Shares intended to be
disposed of by such Holder) within 30 days after the giving of the Demand
Exercise Notice (or 15 days if, at the request of the Demanding Holder, the
Company states in such written notice or gives telephonic notice to all Holders,
with written confirmation to follow promptly thereafter, that such registration
will be on a Form S-3 or F-3).
(c) The Company shall use its reasonable best efforts to, as soon as
practicable but in no event more than 45 days after receipt of a Demand
Registration Request, file a registration statement under the Securities Act (a
"DEMAND REGISTRATION STATEMENT") for distribution in accordance with such
intended method of distribution, and will use its reasonable best efforts to
cause such Demand Registration Statement to be declared effective as soon
thereafter as practicable.
2.2 The Demand Registration rights granted to the Holders in Section 2.1 are
subject to the following limitations:
(a) no Demand Registration Request under this Agreement may be
made during any period described in Section 9.1;
(b) each registration in respect of a Demand Registration Request
must include, in the aggregate, Class B Shares representing:
(i) (including Registrable Shares included in such
registration by all holders of Additional Piggyback
Rights) an amount of Class B Shares having an
aggregate market value on the NYSE calculated as of
any date within ten trading days before the date of
the Demand Registration Request of U.S.$25,000,000 or
more (unless such Demand Registration Request is in
respect of all remaining Registrable Shares owned by
the Holders, in which case such dollar threshold
shall not apply); or
(ii) all of the Registrable Shares of the Electing
Holders;
<PAGE> 7
-6-
(c) the Company shall not be required to effect more than three
Demand Registrations under this Agreement;
(d) if the Board of Directors of the Company, in its good faith
judgment, determines that the Demand Registration should not
be made or continued because it would materially adversely
effect any financing, acquisition, corporate reorganization or
merger or other transaction that is material to the Company
and consolidated subsidiaries taken as a whole (a "VALID
BUSINESS Reason"), (x) the Company may postpone filing a
registration statement relating to the Demand Registration
Request until such Valid Business Reason no longer exists, but
in no event for more than 30 days, and (y) in case a Demand
Registration Statement has been filed relating to the Demand
Registration Request, if the Valid Business Reason has not
resulted from actions taken by the Company, the Company may
postpone amending or supplementing such Demand Registration
Statement or require the Holders to suspend the disposition of
Registrable Securities pursuant to the Demand Registration
Statement until such Valid Business Reason no longer exists,
but in no event for more than 30 days (such period of
postponement or suspension under subclause (x) or (y) of this
clause (d), the "POSTPONEMENT PERIOD"); and the Company shall
give written notice of its determination to postpone a Demand
Registration Statement or suspend the disposition of
Registrable Securities and of the fact that the Valid Business
Reason for such postponement or suspension no longer exists,
in each case, promptly after the occurrence thereof; provided,
however, the Company shall not be permitted to postpone a
Demand Registration Statement or suspend the disposition of
Registrable Securities after the expiration of any
Postponement Period until 12 months after the expiration of
such Postponement Period;
(e) if the Company shall give any notice of postponement of any
Demand Registration Statement or the suspension of the
disposition of Registrable Shares pursuant to subsection
2.2(d), the Company shall not, during the period of
postponement or the suspension of the disposition of
Registrable Shares, register any Class B Shares, other than
(i) in connection with the Valid Business Reason, or (ii)
pursuant to a registration statement on Form S-4 or S-8 or F-4
or F-8, respectively, or F-10 (provided, in the case of a
registration statement on Form F-10, the registration relates
to an exchange offer or a business combination) (or an
equivalent registration form then in effect). Each Holder
agrees that, upon receipt of any notice from the Company that
the Company has determined to suspend the disposition of
Registrable Shares pursuant to subsection 2.2(d) above, such
Holder will discontinue its disposition of Registrable Shares
pursuant to the Demand Registration Statement. If the Company
shall give any notice of postponement of a Demand Registration
Statement or the suspension of the disposition of Registrable
Shares, the Company
<PAGE> 8
-7-
shall, at such time as the Valid Business Reason that caused
such postponement or suspension no longer exists, (x) use its
reasonable best efforts to effect the registration under the
Securities Act of the Registrable Shares covered by the
withdrawn or postponed registration statement in accordance
with this Section 2 as soon as reasonably practicable but in
no event later than 60 days after the date of the postponement
(unless the Demanding Holder shall have withdrawn such
request) and such registration shall not be withdrawn or
postponed pursuant to subsection 2.2(d) above and shall have
remained effective for a period of 180 days or (y) in the case
of a suspension, notify the Holders that the suspension has
been terminated and that the Holders may continue the
disposition of Registrable Shares pursuant to the Demand
Registration Statement. In the event of a suspension of the
distribution of the Registrable Shares pursuant to this
subsection 2.2(e) after a Demand Registration Statement has
become effective, the 180 day effectiveness referred to in
subsection 6.1(a)(i) will be extended by a period equal to the
total number of days for which the distribution of Registrable
Shares included in the Demand Registration Statement was
suspended;
(f) if a Demand Registration Statement is postponed by the Company
pursuant to subsection 2.2(d), upon notice to the Demanding
Holder of the termination of the Postponement Period, the
Demanding Holder shall be entitled to withdraw the relevant
Demand Registration Request and, provided the Demanding Holder
reimburses the Company for all Expenses incurred by the
Company in connection with such registration, the Company
shall not be considered to have effected an effective
registration for the purposes of this Agreement;
(g) the Holders holding an aggregate of 50% or more of the
Registrable Shares to be included in a Demand Registration
shall have the right to withdraw a Demand Registration Request
made pursuant to subsection 2.1(a) at any time prior to (i)
the execution of an underwriting agreement with respect to an
underwritten offer, or (ii) the effective date of the relevant
Demand Registration Statement and such Demand Registration
Statement shall be withdrawn and, provided that each of the
Holders whose Registrable Shares were to be included in such
Demand Registration reimburse the Company for their pro rata
portion of all Expenses incurred by the Company in connection
with such registration, the Company shall not be considered to
have effected an effective registration for the purposes of
this Agreement;
(h) the Company, subject to Sections 5 and 8, may elect to include
in any Secondary Offer Registration Statement (i) authorized
but unissued Class B Shares and (ii) any other Class B Shares
which are requested to be included in such registration
pursuant to the exercise of Additional Piggyback Rights;
<PAGE> 9
-8-
(i) subject to subsection 2.2(g), a Demand Registration shall not
be deemed to have been effected until the applicable Demand
Registration Statement shall have become effective and
remained effective (and not subject to any stop order,
injunction, or other order or requirement of the SEC or any
other government agency or court for any reason) for a period
of 180 days; and
(j) in connection with any Demand Registration, the Demanding
Holder shall have the right to designate the managing
underwriter for such registration, provided that such managing
underwriter is reasonably satisfactory to the Company. To the
extent required by applicable law, a qualified independent
underwriter (as defined in Conduct Rule 2720 of the NASD
Manual) shall be retained.
SECTION 3
PIGGYBACK REGISTRATIONS
3.1 After the Registrable Shares have been listed for trading on the NYSE, if,
at any time (other than in connection with a U.S. Initial Public Offering), the
Company proposes or is required to register any Class B Shares or other
securities under the Securities Act (other than pursuant to (i) registrations on
such form or similar form(s) solely for registration of securities in connection
with an employee benefit plan or dividend reinvestment plan or an exchange
offer, merger or consolidation, other business combination or recapitalization
or (ii) a Demand Registration under Section 2) on a registration statement on
Form S-1, Form S-2 or Form S-3 or Form F-1, Form F-2 or Form F-3 (or an
equivalent general registration form then in effect), whether or not for its own
account, the Company shall give prompt written notice of its intention to do so
to the Purchaser and all other Holders. Upon the written request of any Holder,
made within 20 days following the delivery of any such written notice to the
Purchaser and all other Holders (which request shall specify the maximum number
of Registrable Shares intended to be disposed of by such Holder) (a "PIGGYBACK
REQUEST"), the Company shall, subject to Sections 3.2, 5 and 8 hereof, use its
reasonable best efforts to cause all such Registrable Shares to be registered (a
"PIGGYBACK REGISTRATION") under the Securities Act (with the securities which
the Company at the time proposes or is required to register) to permit the sale
or other disposition by such Holder (in accordance with the intended method of
distribution thereof) of such Registrable Shares. There is no limitation on the
number of Piggyback Registrations which the Company is obligated to effect. No
registration effected under this Section 3.1 shall relieve the Company of its
obligations to effect a Demand Registration.
3.2 If, at any time after giving written notice of its intention to register any
Class B Shares or other securities pursuant to Section 3.1 and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or to
delay registration of such securities, the Company may, at its election, give
written
<PAGE> 10
-9-
notice of such determination to the Holders and (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Shares in connection with such abandoned registration, without
prejudice, however, to the rights of the Holders under Section 2, (ii) in the
case of a determination to delay such registration of its securities, shall be
permitted to delay the registration of such Registrable Shares for the same
period as the delay in registering such other securities, and (iii) the
applicable Holders shall be entitled to continue such registration as a Demand
Registration pursuant to Section 2 following a decision by the Company not to
register.
3.3 Any Holder shall have the right to withdraw its request for inclusion of its
Registrable Shares in any registration statement pursuant to this Section 3 by
giving written notice to the Company of its request to withdraw; provided,
however, that (i) such request must be made in writing prior to the execution of
the underwriting agreement and (ii) such withdrawal shall be irrevocable.
SECTION 4
PARTICIPATION IN U.S. INITIAL PUBLIC OFFERING
4.1 If the Company determines to engage in a U.S. Initial Public Offering, then
the Company shall so notify the Purchaser and all other Holders at least 45 days
prior to the date on which it proposes to file a registration statement in
respect thereof with the SEC. The Holders and Company shall have the same rights
and obligations in connection with any such offering as each would have under
this Agreement in connection with a Piggyback Registration pursuant to Section
3, except that if a reduction in the size of the U.S. Initial Public Offering is
deemed necessary for the reasons set forth in Section 5.2, then the Company
shall include in such offering (in the following priority):
(a) all Class B Shares that the Company proposes to offer;
(b) to the extent that the number of Class B Shares to be offered
by the Company in the U.S. Initial Public Offering is less
than the Section 5.2 Sale Number, the Class B Shares of the
Liberty Entities (if applicable) (it being understood that if
the aggregate number of Class B Shares to be included pursuant
to subsection 4.1(a) and this subsection 4.1(b) exceeds the
Section 5.2 Sale Number, then the number of Class B Shares to
be included pursuant to this subsection 4.1(b) shall be
reduced accordingly, and the Class B Shares to be included
pursuant to this subsection 4.1(b) shall be allocated as such
Liberty Entities may agree or, absent such an agreement, on a
pro rata basis among all such Liberty Entities, based on the
ratio of (i) the number of Registrable Shares then properly
requested to be included in such secondary offering by each
such Liberty Entity to (ii) the aggregate number of
Registrable Shares then properly requested to be included in
such secondary offering by all such Liberty
<PAGE> 11
-10-
Entities). Notwithstanding the foregoing, upon notice thereof
to the Company, a Liberty Entity may elect to have its Class B
Shares allocated on a pro rata basis with each of the Holders
participating in the U.S. Initial Public Offering in
accordance with subsection 4.1(c); and
(c) to the extent that the number of Class B Shares to be included
pursuant to subsections 4.1(a) and (b) is less than the
Section 5.2 Sale Number, any other Class B Shares of the
Holders (it being understood that if the number of Class B
Shares to be included pursuant to subsections 4.1(a) and (b)
and this subsection 4.1(c) exceeds the Section 5.2 Sale
Number, then the number of Class B Shares to be registered or
qualified on behalf of each Holder participating in the U.S.
Initial Public Offering in accordance with this subsection
4.1(c) shall be reduced accordingly and the Class B Shares to
be included shall be allocated as such Holders may agree or,
absent such an agreement, on a pro rata basis among all such
Holders, based on the ratio of (i) the number of Class B
Shares then properly requested to be included in such
secondary offering by each such Holder to (ii) the aggregate
number of Class B Shares then properly requested to be
included in such secondary offering by all such Holders.
4.2 The parties hereto agree that the rights accorded to the Holders under this
Section 4 are in addition to, and not in derogation of, any other rights
accorded to the Holders under this Agreement.
SECTION 5
ALLOCATION OF SECURITIES
INCLUDED IN REGISTRATION STATEMENTS
5.1 ALLOCATION FOR DEMAND REQUESTS. If a Demand Registration Request involves an
underwritten offering and the manager of such offering (the "MANAGER") advises
the Company in writing that, in its view, the number of securities requested to
be included in such registration by the Holders, or any other persons (including
those Class B Shares requested by the Company or by holders exercising
Additional Piggyback Rights to be included in such registration), exceeds the
largest number (the "SECTION 5.1 SALE NUMBER") that can be sold in an orderly
manner in such offering within a price range acceptable to the Demanding Holder,
the Company shall include in such registration (in the following priority):
(a) to the extent of the Section 5.1 Sale Number, all Registrable
Shares requested by Liberty Entities to be included in the
Demand Registration (it being understood that if the aggregate
number of Class B Shares to be included pursuant to this
subsection 5.1(a) exceeds the Section 5.1 Sale Number, then
the number of such Class B Shares shall be reduced
accordingly, and the Class B Shares to be included shall be
allocated
<PAGE> 12
-11-
as such Liberty Entities may agree, or absent such an
agreement, on a pro rata basis among all such Liberty
Entities, based on the ratio of (i) the number of Registrable
Shares then properly requested to be included in the Demand
Registration by each such Liberty Entity to (ii) the aggregate
number of Registrable Shares then properly requested to be
included in such Demand Registration by all such Liberty
Entities). Notwithstanding the foregoing, upon notice thereof
to the Company, a Liberty Entity may elect to have its Class B
Shares allocated on a pro rata basis with each of the Holders
to be included in the Demand Registration in accordance with
subsection 5.1(b);
(b) to the extent that the number of Registrable Shares to be
included pursuant to subsection 5.1(a) is less than the
Section 5.1 Sale Number, all Registrable Shares requested by
all Holders to be included in the Demand Registration (it
being understood that if the aggregate number of Class B
Shares to be included pursuant to subsection 5.1(a) and this
subsection 5.1(b) exceeds the Section 5.1 Sale Number, then
the number of such Class B Shares to be included pursuant to
this subsection 5.1(b) shall be reduced accordingly, and such
Class B Shares to be included shall be allocated as such
Holders may agree or, absent such an agreement, on a pro rata
basis among all such Holders, based on the ratio of (i) the
number of Registrable Shares then properly requested to be
included in such Demand Registration by each such Holder to
(ii) the aggregate number of Registrable Shares then properly
requested to be included in such Demand Registration by all
such Holders);
(c) to the extent that the aggregate number of Registrable Shares
to be included pursuant to subsections 5.1(a) and (b) is less
than the Section 5.1 Sale Number, all Class B Shares that the
Company proposes to register; and
(d) to the extent that the aggregate number of Class B Shares to
be included pursuant to subsections 5.1(a), (b) and (c) is
less than the Section 5.1 Sale Number, any other Class B
Shares that the holders thereof propose to register pursuant
to the exercise of Additional Piggyback Rights.
If the number of Registrable Shares as to which the Holders have invoked their
Demand Registration right is greater than the Section 5.1 Sale Number, then the
Demanding Holder may elect to withdraw its Demand Registration Request;
provided, however, that (x) such request must be made in writing prior to the
execution of the underwriting agreement, (y) such withdrawal shall be
irrevocable and (z) the Demanding Holder shall not be deemed to have made a
Demand Registration Request for purposes of subsection 2.2(c) or Section 7.2.
5.2 ALLOCATION FOR PIGGYBACK REQUESTS. If any Piggyback Request involves an
underwritten offering and the Manager advises the Company in writing that, in
its view, the
<PAGE> 13
-12-
aggregate number of securities requested to be included in such offering exceeds
the number (the "SECTION 5.2 SALE NUMBER") that can be sold in an orderly manner
in such registration within a price range acceptable to the Company, the Company
shall include in such registration (in the following priority):
(a) all Class B Shares that the Company proposes to register for
its own account;
(b) if the number of Class B Shares being registered pursuant to
subsection 5.2(a) is zero, then all Class B Shares requested
to be included in such Piggyback Registration pursuant to the
exercise of Other Demand Rights;
(c) to the extent that the aggregate number of securities being
included pursuant to subsections 5.2(a) and (b) is less than
the Section 5.2 Sale Number:
(i) all Registrable Shares that are the subject of a
Piggyback Request; and
(ii) if the number of securities to be included pursuant
to clause (i) is not zero, all Class B Shares, if
any, requested to be included in such Piggybank
Registration pursuant to the exercise of Other Demand
Rights;
(it being understood that if adding the number of Class B
Shares proposed to be included pursuant to this subsection
5.2(c) would cause the aggregate number of securities being
included in the Piggybank Registration to exceed the Section
5.2 Sale Number, then the number of Class B Shares to be
included pursuant to this subsection 5.2(c) shall be reduced
accordingly, and allocated on a pro rata basis among all
Persons exercising rights under this clause (c), based on the
ratio of (A) the number of Class B Shares then properly
requested to be included in such Piggyback Registration by
each such Person to (B) the aggregate number of Class B Shares
then properly requested to be included in such Piggyback
Registration by all such Persons); and
(d) to the extent that the aggregate number of securities being
registered pursuant to subsections 5.2(a) through (c) is less
than the Section 5.2 Sale Number, all Class B Shares requested
to be included by any Person pursuant to the exercise of
Additional Piggyback Rights.
<PAGE> 14
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SECTION 6
REGISTRATION PROCEDURES
6.1 If the Company files a Secondary Offering Registration Statement, the
following provisions shall apply:
(a) If and whenever the Company is required by the provisions of
this Agreement to use its reasonable best efforts to effect
any Demand Registration or Piggyback Registration, the
Company, shall, within the time periods specified in Section 2
or 3, as applicable:
(i) prepare and file with the SEC a Secondary Offer
Registration Statement on an appropriate registration
form of the SEC for the disposition of applicable
Registrable Shares in accordance with the intended
method of disposition thereof, which form (i) shall
be selected by the Company and (ii) shall, in the
case of a shelf registration with respect to
Registrable Shares, be available for the sale of the
Registrable Shares by the Electing Holders; such
Secondary Offering Registration Statement shall
comply as to form in all material respects with the
requirements of the applicable form and include all
financial statements required by the SEC to be filed
therewith, and the Company shall use its reasonable
best efforts to cause such Secondary Offering
Registration Statement to become effective and remain
effective for 180 days thereafter in the case of a
Demand Registration (provided, however, that before
filing a Secondary Offering Registration Statement or
any amendments or supplements thereto, or comparable
statements under securities or blue sky laws of any
jurisdiction, the Company will, in the case of a
Demand Registration, furnish to counsel for the
Electing Holders and the underwriters, if any, copies
of all such documents proposed to be filed (including
all exhibits thereto), which documents will be
subject to the reasonable review and reasonable
comment of such counsel, and the Company shall not
file any Secondary Offering Registration Statement or
amendment or supplement thereto to which the
Demanding Holder or the underwriters, if any, shall
reasonably object in writing);
(ii) promptly prepare and file with the SEC such
amendments and supplements to such Secondary Offering
Registration Statement used in connection therewith
as may be necessary to keep such Secondary Offering
Registration Statement effective for such period
(which shall not be required to exceed 180 days in
the case of a Demand Registration or a Piggyback
Registration)
<PAGE> 15
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as each Electing Holder shall request and to comply
with the provisions of the Securities Act with
respect to the sale or other disposition of all
Registrable Shares covered by such Secondary Offering
Registration Statement in accordance with the
intended methods of disposition by the seller or
sellers thereof set forth in such registration
statement;
(iii) furnish, without charge (except with respect to
Non-Liberty Demand Registration Requests, in which
circumstances the Demanding Holder shall be
responsible for 50% of the relevant costs), to each
Electing Holder and each underwriter, if any, of the
securities covered by such Secondary Offering
Registration Statement such number of copies of such
registration statement and each amendment and
supplement thereto (in each case including all
exhibits) in conformity with the requirements of the
Securities Act, and other documents, as such seller
and underwriter may reasonably request in order to
facilitate the public sale or other disposition of
the Registrable Shares owned by such Electing Holder
(the Company hereby consenting to the use in
accordance with all applicable laws of each such
Secondary Offering Registration Statement (or
amendment or post-effective amendment thereto) by
each such Electing Holder and the underwriters, if
any, in connection with the offering and sale of the
Registrable Shares covered by such Secondary Offering
Registration Statement or prospectus);
(iv) use its reasonable best efforts to register or
qualify the Registrable Shares covered by such
Secondary Offering Registration Statement under such
other securities or "blue sky" laws of such
jurisdictions as any Electing Holder or any managing
underwriter, if any, shall reasonably request, and do
any and all other acts and things which may be
reasonably necessary or advisable to enable such
sellers or underwriter, if any, to consummate the
disposition of the Registrable Shares in such
jurisdictions, except that in no event shall the
Company be required to qualify to do business as a
foreign corporation in any jurisdiction where it
would not, but for the requirements of this paragraph
6.1(a)(iv), be required to be so qualified, to
subject itself to taxation in any such jurisdiction
or to consent to general service of process in any
such jurisdiction;
(v) promptly notify each Electing Holder and each
managing underwriter, if any: (A) when the
appropriate Secondary Offering Registration Statement
or any pre-effective amendment or post-effective
amendment to such Secondary Offering Registration
Statement has been filed and, with respect to the
registration statement or any post-effective
amendment, when the same has become effective; (B) of
any request by the SEC or state securities authority
<PAGE> 16
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for amendments or supplements to such Secondary
Offering Registration Statement or for additional
information; (C) of the issuance by the SEC of any
stop order suspending the effectiveness of such
Secondary Offer Registration Statement or the
initiation of any proceedings for that purpose; (D)
of the receipt by the Company of any notification
with respect to the suspension of the qualification
of any Registrable Shares for sale under the
securities or blue sky laws of any jurisdiction or
the initiation of any proceeding for such purpose;
(E) of the existence of any fact of which the Company
becomes aware which results in the Secondary Offering
Registration Statement or any document incorporated
therein by reference containing an untrue statement
of a material fact or omitting to state a material
fact required to be stated therein or necessary to
make any statement therein not misleading; and (F) if
at any time the representations and warranties
contemplated by any underwriting agreement,
securities sale agreement, or other similar
agreement, relating to the offering shall cease to be
true and correct in all material respects; and, if
the notification relates to an event described in
clause (E), the Company shall, if required by
applicable law, promptly prepare and furnish to each
Electing Holder and each underwriter, if any, a
reasonable number of copies of a Secondary Offering
Registration Statement supplemented or amended so
that, as thereafter delivered to the purchasers of
such Registrable Shares, such registration statement
shall not include an untrue statement of a 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 under
which they were made, not misleading;
(vi) comply with all applicable rules and regulations of
the SEC, and make generally available to its security
holders (within the meaning of Rule 158 under the
Securities Act), as soon as reasonably practicable
after the effective date of the Secondary Offering
Registration Statement (and in any event within 16
months thereafter), an earnings statement (which need
not be audited) covering the period of at least
twelve consecutive months beginning with the first
day of the Company's first calendar quarter after the
effective date of the Secondary Offering Registration
Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder;
(vii) (A) cause all such Registrable Shares covered by such
Secondary Offering Registration Statement to be
listed on the principal United States securities
exchange on which similar securities issued by the
Company are then listed (if any), if the listing of
such Registrable Shares is then permitted under the
<PAGE> 17
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rules of such exchange, or (B) if no similar
securities are then so listed, to either cause all
such Registrable Shares to be listed on a United
States national securities exchange or to secure
designation of all such Registrable Shares as a
NASDAQ "national market system security" within the
meaning of Rule 11 Aa2-1 of the Exchange Act, or,
failing that, secure NASDAQ authorization for such
shares and, without limiting the generality of the
foregoing, take all actions that may be required by
the Company as the issuer of such Registrable Shares
in order to facilitate the managing underwriter's
arranging for the registration of at least two market
makers as such with respect to such Registrable
Shares with the NASD;
(viii) provide and cause to be maintained a transfer agent
and registrar for all such Registrable Shares covered
by such Secondary Offering Registration Statement not
later than the effective date of such Secondary
Offering Registration Statement;
(ix) enter into such customary agreements (including, if
applicable, an underwriting agreement) and take such
other actions as the Holders of a majority of the
Registrable Shares participating in such offering
shall reasonably request in order to expedite or
facilitate the disposition of such Registrable
Shares; the Electing Holders shall be a party to such
underwriting agreement and may, at their option,
require that the Company make to and for the Electing
Holders' benefit the representations, warranties and
covenants of the Company which are being made to and
for the benefit of such underwriters and which are of
the type customarily provided to institutional
investors in secondary offerings;
(x) use its reasonable best efforts to obtain an opinion
from the Company's counsel and a "cold comfort"
letter from the Company's auditors in customary form
and covering such matters as are customarily covered
by such opinions and "cold comfort" letters delivered
to underwriters in underwritten public offerings,
which opinion and letter shall be reasonably
satisfactory to the underwriter, if any, and to the
Major Holder participating in such offering, and
furnish to each Electing Holder and to each
underwriter, if any, a copy of such opinion and
letter addressed to such Electing Holder or
underwriter;
(xi) deliver promptly to each Electing Holder and each
underwriter, if any, copies of all correspondence
between the SEC and the Company, its counsel or
auditors and all memoranda relating to discussions
with the SEC or its staff with respect to the
Secondary Offering Registration Statement, other than
<PAGE> 18
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those portions of any such correspondence and
memoranda which contain information subject to
attorney-client privilege with respect to the
Company, and, upon receipt of such confidentiality
agreements as the Company may reasonably request,
make reasonably available for inspection by any
Electing Holder, by any underwriter, if any,
participating in any disposition to be effected
pursuant to such Secondary Offering Registration
Statement and by any attorney, accountant or other
agent retained by such Electing Holder or any such
underwriter, all pertinent financial and other
records, pertinent corporate documents and properties
of the Company, and cause all of the Company's
officers, directors and employees to supply all
information requested by any such seller,
underwriter, attorney, accountant or agent, acting
reasonably, in connection with such Secondary
Offering Registration Statement;
(xii) use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness
of the Secondary Offering Registration Statement;
(xiii) provide a CUSIP number for all Registrable Shares of
each class, not later than the effective date of the
Secondary Offering Registration Statement;
(xiv) make reasonably available its employees and personnel
and otherwise provide reasonable assistance to the
underwriters (taking into account the needs of the
Company's businesses and the requirements of the
marketing process) in the marketing of Registrable
Shares in any underwritten offering;
(xv) promptly prior to the filing of any document which is
to be incorporated by reference into the Secondary
Offering Registration Statement (after the initial
filing of such Secondary Offering Registration
Statement) provide copies of such document to counsel
for the Electing Holders and to each managing
underwriter, if any, and make the Company's
representatives reasonably available for discussion
of such document and make such changes in such
document concerning information that pertains
specifically to the selling holders prior to the
filing thereof as counsel for such selling holders or
underwriters may reasonably request;
(xvi) furnish to each Electing Holder and the managing
underwriter, without charge (except with respect to
Non-Liberty Demand Registration Requests, in which
circumstances the Demanding Holder shall be
responsible for 50% of the relevant costs), at least
one signed copy of the Secondary Offering
Registration Statement and any post-effective
amendments thereto, including
<PAGE> 19
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financial statements and schedules, all documents
incorporated therein by reference and all exhibits
(including those incorporated by reference);
(xvii) cooperate with the Electing Holders and the managing
underwriter, if any, to facilitate the timely
preparation and delivery of certificates not bearing
any restrictive legends representing the Registrable
shares to be sold, and cause such Registrable shares
to be issued in such denominations and registered in
such names in accordance with the underwriting
agreement prior to any sale of Registrable Shares to
the underwriters or, if not an underwritten offering,
in accordance with the instructions of the selling
Electing Holders at least three business days prior
to any sale of Registrable Shares and instruct any
transfer agent and registrar of Registrable Shares to
release any stop transfer orders in respect thereof;
and
(xviii) take all such other commercially reasonable actions
as are necessary or advisable in order to expedite or
facilitate the disposition of such Registrable
Shares.
(b) The Company may require as a condition precedent to the Company's
obligations under this Section 6 that the Electing Holder as to which any
registration is being effected furnish to the Company such information regarding
such Electing Holder and the distribution of such securities as the Company may
from time to time reasonably request, provided that such information shall be
used only in connection with such registration.
(c) Each Electing Holder agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in subparagraph
6.1(a)(v)(E), it will discontinue its disposition of Registrable Shares pursuant
to the Secondary Offering Registration Statement covering such Registrable
Shares until it receives the copies of the supplemented or amended Secondary
Offer Registration Statement contemplated by subparagraph 6.1(a)(v)(F) and, if
so directed by the Company, will deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Holder's
possession of the Secondary Offering Registration Statement covering such
Registrable Shares that was in effect at the time of receipt of such notice. If
the Company shall give any such notice, the applicable period mentioned in
subparagraph 6.1(a)(i) shall be extended by the number of days during such
period from and including the date of the giving of such notice to and including
the date when each seller of any Registrable Shares covered by such Secondary
Offering Registration Statement shall have received the copies of the
supplemented or amended prospectus contemplated by subparagraph 6.1(a)(v).
(d) If any Secondary Offering Registration Statement or comparable
statement under "blue sky" laws refers to any Electing Holder by name or
otherwise as the holder of any securities of the Company, then such Electing
Holder shall have the right to require (i) the insertion therein of
<PAGE> 20
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language, in form and substance satisfactory to such Electing Holder and the
Company, to the effect that the holding by such Electing Holder of such
securities is not to be construed as a recommendation by such Electing Holder of
the investment quality of the Company's securities covered thereby and that such
holding does not imply that such Electing Holder will assist in meeting any
future financial requirements of the Company, or (ii) in the event that such
reference to such Electing Holder by name or otherwise is not in the judgment of
the Company, as advised by counsel, required by the Securities Act or any
similar federal statute or any state "blue sky" or securities law then in force,
the deletion of the reference to such Electing Holder.
SECTION 7
REGISTRATION EXPENSES
7.1 "EXPENSES" shall mean any and all fees and expenses incident to the
Company's performance of or compliance with this Agreement, including, without
limitation: (i) SEC, stock exchange or NASD registration and filing fees and all
listing fees, (ii) fees and expenses of compliance with state securities or
"blue sky" laws and in connection with the preparation of a "blue sky" survey,
including without limitation, reasonable fees and expenses of blue sky counsel,
(iii) printing and copying expenses, (iv) messenger and delivery expenses, (v)
expenses incurred in connection with any road show, (vi) fees and disbursements
of counsel for the Company, (vii) with respect to each registration, the
reasonable fees and disbursements of one counsel for the Electing Holder(s)
(selected by (x) the Demanding Holder, in the case of a registration pursuant to
Section 2 and (y) the Major Holder, in the case of a registration pursuant to
Section 3), (viii) fees and disbursements of all independent public accountants
(including the expenses of any audit and/or "cold comfort" letter) and fees and
expenses of other persons, including special experts, retained by the Company,
(ix) fees and expenses payable to any underwriter, and (x) any other fees and
disbursements of underwriters, if any, customarily paid by issuers or sellers of
securities.
7.2 The Company shall (i) pay all Expenses with respect to any Piggyback
Registration and with respect to three Demand Registrations requested by
Demanding Holders (other than Non-Liberty Demand Registration Requests) and (ii)
pay 50% of all Expenses with respect to any Demand Registration made by the
Company pursuant to a Non-Liberty Demand Registration Request, and the Demanding
Holder making such Non-Liberty Demand Registration Request shall pay the
remaining 50% of such Expenses.
7.3 Notwithstanding the foregoing, (x) the provisions of this Section 7 shall be
deemed amended to the extent necessary to cause these expense provisions to
comply with "blue sky" laws of each state in which the offering is made, (y) in
connection with any registration hereunder, each Electing Holder shall pay all
underwriting discounts and commissions and any transfer taxes, if any,
attributable to the sale of its Registrable Shares, pro rata with respect to
payments of discounts and commissions in accordance with the number of shares
sold in the offering by such Electing Holder,
<PAGE> 21
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and (z) the Company shall, in the case of all registrations under this
Agreement, be responsible for all of its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties).
SECTION 8
CERTAIN LIMITATIONS ON REGISTRATION RIGHTS
8.1 In the case of any Demand Registration or Piggyback Registration, if the
Company has decided to enter into an underwriting agreement in connection
therewith, all securities to be included in such registration shall be subject
to such underwriting agreement and no Person may participate in such
registration unless such Person agrees to sell such Person's securities on the
basis provided therein and completes and executes all reasonable questionnaires
and other documents (including custody agreements and powers of attorney) which
must be executed in connection therewith, and provides such other information to
the Company or the underwriter as may be necessary to register such Person's
securities.
SECTION 9
LIMITATIONS ON SALE OR DISTRIBUTION OF OTHER SECURITIES
9.1 Each Holder agrees that, if requested in writing by the Company or the
managing underwriter, if any, of any registration effected pursuant to this
Agreement, such Holder, if it then holds 5% or more of the then-outstanding
Class B Shares, will not effect any public sale or distribution, including any
sale pursuant to Rule 144 under the Securities Act, of any Class B Shares or of
any other equity security of the Company or of any security convertible into or
exchangeable or exercisable for any equity security of the Company (other than
as part of such underwritten public offering) (such restriction on such sale or
distribution being referred to herein as a "LOCK-UP") during the time period (a
"LOCK-UP PERIOD") reasonably requested by the managing underwriter, not to
exceed 90 days, or in the case of a U.S. Initial Public Offering, 120 days (and
the Company hereby also so agrees (except that the Company may effect any sale
or distribution of any such securities pursuant to a registration on Form S-4 or
F-4 (if reasonably acceptable to the managing underwriter) or Form S-8 or F-8,
or F-10 (provided that, in the case of a registration statement on Form F-10,
the registration relates to an exchange offer or a business combination), or any
successor or similar form which is then in effect) and agrees to cause each
director and executive officer of the Company and each holder of any equity
security or of any security convertible into or exchangeable or exercisable for
any equity security of the Company purchased from the Company at any time other
than in a public offering so to agree).
9.2 If the Company shall previously have received a request for registration
pursuant to this Agreement or any Other Demand Rights, and if such previous
registration shall not have been
<PAGE> 22
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withdrawn or abandoned, then the Company shall not effect, and shall not be
obliged to effect, any registration of any of its securities under the
Securities Act (other than a registration on Form S-4 or Form S-8 or Form F-4 or
F-8, respectively, or F-10 (provided that, in the case of a registration
statement on Form F-10, the registration relates to an exchange offer or a
business combination), or any successor or similar form which is then in
effect), whether or not for sale for its own account, until a period of 30 days,
or in the case of a U.S. Initial Public Offering, 30 days shall have elapsed
from the effective date of such previous registration; and the Company shall so
provide in any registration rights agreements hereafter entered into with
respect to any of its securities.
SECTION 10
NO REQUIRED SALE
10.1 Nothing in this Agreement shall be deemed to create an independent
obligation on the part of any Holder to sell any Registrable Shares pursuant to
any effective registration statement.
SECTION 11
REPRESENTATIONS AND WARRANTIES
11.1 The Company represents and warrants to, and agrees with, each Holder that:
(a) each registration statement covering Registrable Shares and
any amendments or supplements to any such registration
statement, when it becomes effective or is filed with the SEC,
as the case may be, and, in the case of an underwritten
offering of Registrable Shares, at the time of closing under
the underwriting agreement relating thereto, will conform in
all material respects to the applicable requirements of the
Securities Act and the rules and regulations of the SEC
thereunder and will not contain an untrue statement of
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished
in writing to the Company by an Electing Holder, expressly for
use therein; and
(b) any documents incorporated by reference in any registration
statement referred to in subsection 11.1(a) hereof, when they
become or became effective or are or were filed with the SEC,
as the case may be, will conform or conformed in all material
respects to the requirements of the Securities Act or the
Exchange Act as applicable, and none of such documents will
contain or contained an untrue statement of a material fact
<PAGE> 23
-22-
or will omit or omitted to state a material fact required to
be stated therein or necessary to make the statements therein
not misleading.
SECTION 12
INDEMNIFICATION
12.1 In the event of any registration of any securities of the Company under the
Securities Act pursuant to this Agreement, the Company will, and hereby does,
indemnify and hold harmless, to the fullest extent permitted by law, each
Holder, its directors, officers, fiduciaries, employees and stockholders or
general and limited partners (and the directors, officers, employees and
stockholders thereof), each Person who participates as an underwriter, if any,
in the offering or sale of such securities, each officer, director, employee,
stockholder or partner of such underwriter, and each other Person (a
"CONTROLLING PERSON"), if any, who controls such seller or any such underwriter
within the meaning of the Securities Act, against any and all losses, claims,
damages or liabilities, joint or several, actions or proceedings (whether
commenced or threatened) and expenses (including reasonable fees of counsel and
any amounts paid in any settlement effected with the Company's consent, which
consent shall not be unreasonably withheld or delayed) to which each such
indemnified party may become subject under the Securities Act or otherwise in
respect thereof (collectively, "CLAIMS"), insofar as such Claims arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or amendment thereof or supplement
thereto under which such securities were registered under the Securities Act or
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company shall not be liable to any such indemnified
party in any such case to the extent such Claim arises out of or is based upon
any untrue statement or alleged untrue statement of a material fact or omission
or alleged omission of a material fact made in such registration statement or
amendment thereof or supplement thereto in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such indemnified
party specifically for use therein. Such indemnity and reimbursement of expenses
shall remain in full force and effect regardless of any investigation made by or
on behalf of such indemnified party and shall survive the transfer of such
securities by such seller.
12.2 Each Holder and any underwriter shall, severally and not jointly, indemnify
and hold harmless (in the same manner and to the same extent as set forth in
Section 12.1) to the fullest extent permitted by law, the Company, its officers,
directors, employees and shareholders with respect to any untrue statement or
alleged untrue statement of any material fact in, or omission or alleged
omission of any material fact from, any Secondary Offering Registration
Statement or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company or its
representatives by or on behalf of such Holder or such underwriter specifically
for
<PAGE> 24
-23-
use therein, and reimburse such indemnified party for any legal or other
expenses reasonably incurred in connection with investigating or defending any
such Claim as such expenses are incurred; provided, however, that the aggregate
amount which any such Holder shall be required to pay pursuant to this Section
12.2 and Sections 12.3 and 12.4 shall in no case be greater than the amount of
the net proceeds received by such person upon the sale of the Registrable Shares
pursuant to the registration statement giving rise to such claim. Such indemnity
and reimbursement of expenses shall remain in full force and effect regardless
of any investigation made by or on behalf of such indemnified party and shall
survive the transfer of such securities by such Holder.
12.3 Indemnification similar to that specified in Sections 12.1 and 12.2 (with
appropriate modifications) shall be given by the Company, each seller of
Registrable Shares and any underwriter with respect to any required registration
or other qualification of securities under any state securities and "blue sky"
laws.
12.4 Any person entitled to indemnification under this Agreement shall notify
promptly the indemnifying party in writing of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 12, but the failure of any indemnified party to provide
such notice shall not relieve the indemnifying party of its obligations under
the preceding paragraphs of this Section 12, except to the extent the
indemnifying party is materially prejudiced thereby and shall not relieve the
indemnifying party from any liability which it may have to any indemnified party
otherwise than under this Agreement. In case any action or proceeding is brought
against an indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, unless in the reasonable opinion of outside counsel to the
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, to assume the defence
thereof jointly with any other indemnifying party similarly notified, to the
extent that it chooses, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying party
to such indemnified party that it so chooses, the indemnifying party shall not
be liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defence thereof other
than reasonable costs of investigation; provided, however, that (i) if the
indemnifying party fails to take reasonable steps necessary to defend diligently
the action or proceeding within 20 days after receiving notice from such
indemnified party that the indemnified party believes it has failed to do so; or
(ii) if such indemnified party who is a defendant in any action or proceeding
which is also brought against the indemnifying party reasonably shall have
concluded that there may be one or more legal defences available to such
indemnified party which are not available to the indemnifying party; or (iii) if
representation of both parties by the same counsel is otherwise inappropriate
under applicable standards of professional conduct, then, in any such case, the
indemnified party shall have the right to assume or continue its own defence as
set forth above (but with no more than one firm of counsel for all indemnified
parties in each jurisdiction, except to the extent any indemnified party or
parties reasonably shall have
<PAGE> 25
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concluded that there may be legal defences available to such party or parties
which are not available to the other indemnified parties or to the extent
representation of all indemnified parties by the same counsel is otherwise
inappropriate under applicable standards of professional conduct) and the
indemnifying party shall be liable for any expenses therefor. No indemnifying
party shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (A) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (B) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.
12.5 If for any reason the foregoing indemnity is unavailable or is insufficient
to hold harmless an indemnified party under Sections 12.1, 12.2 or 12.3, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of any Claim in such proportion as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and
the indemnified party, on the other hand, with respect to such offering of
securities. The relative fault 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 the indemnifying party or the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. If, however, the allocation provided
in the second preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative faults but also the relative benefits of the indemnifying party and the
indemnified party as well as any other relevant equitable considerations. The
parties hereto agree that it would not be just and equitable if contributions
pursuant to this Section 12.5 were to be determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable
considerations referred to in the preceding sentences of this Section 12.5. The
amount paid or payable in respect of any Claim shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such Claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Notwithstanding anything in this
Section 12.5 to the contrary, no indemnifying party (other than the Company)
shall be required pursuant to this Section 12.5 to contribute any amount in
excess of the net proceeds received by such indemnifying party from the sale of
Registrable Shares in the offering to which the losses, claims, damages or
liabilities of the indemnified parties relate, less the amount of any
indemnification payment made by such indemnifying party pursuant to Sections
12.2 and 12.3.
<PAGE> 26
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12.6 The indemnity agreements contained herein shall be in addition to any other
rights to indemnification or contribution which any indemnified party may have
pursuant to law or contract and shall remain operative and in full force and
effect regardless of any investigation made or omitted by or on behalf of any
indemnified party and shall survive the transfer of the Registrable Shares by
any such party.
12.7 The indemnification and contribution required by this Section 12 shall be
made by periodic payments of the amount thereof during the course of the
investigation or defence, as and when bills are received or expense, loss,
damage or liability is incurred.
SECTION 13
UNDERWRITTEN OFFERINGS
13.1 DEMAND REQUEST UNDERWRITTEN OFFERINGS. If requested by the underwriters for
any underwritten offering by the Holders pursuant to a registration requested
under Section 2, the Company shall enter into a customary underwriting agreement
with the underwriters. Such underwriting agreement shall be satisfactory in form
and substance to the Demanding Holder, acting reasonably, and shall contain such
representations and warranties by, and such other agreements on the part of, the
Company and such other terms as are generally prevailing in agreements of that
type, including, without limitation, indemnities and contribution agreements.
Any Holder participating in the offering shall be a party to such underwriting
agreement and may, at its option, require that any or all of the representations
and warranties by, and the other agreements on the part of, the Company to and
for the benefit of such underwriters shall also be made to and for the benefit
of such Holder and any other Holder participating therein and that any or all of
the conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of such Holder
and any other Holder participating therein; provided, however, that the Company
shall not be required to make any representations or warranties with respect to
written information specifically provided by a selling Holder for inclusion in
the registration statement. Such underwriting agreement shall also contain such
representations and warranties by the participating Holders as are customary in
agreements of that type. The form of underwriting agreement shall be subject to
the approval of the Company, acting reasonably.
13.2 PIGGYBACK UNDERWRITTEN OFFERINGS. In the case of a Secondary Offering
Registration Statement pursuant to Section 3, if the Company shall have
determined to enter into an underwriting agreement in connection therewith, all
of the Electing Holders' Registrable Shares to be included in such registration
shall be subject to such underwriting agreement. Any Electing Holder may, at its
option, require that any or all of the representations and warranties by, and
the other agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such Holder and any
other Holder participating therein and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
<PAGE> 27
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agreement be conditions precedent to the obligations of such Holder and any
other Holder participating therein. Such underwriting agreement shall also
contain such representations and warranties by the Electing Holders as are
customary in agreements of that type. The form of underwriting agreement shall
be subject to the approval of the Company, acting reasonably.
SECTION 14
RULE 144 AND RULE 144A
14.1 The Company covenants to the Holders that the Company shall (i) timely file
the reports required to be filed by it under the Exchange Act or the Securities
Act (including the reports under Section 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144 adopted by the SEC under the
Securities Act) and the rules and regulations adopted by the SEC thereunder,
(ii) make available to each Holder of a "restricted security" (within the
meaning of Rule 144(a)(3)) the information required by Rule 144A(d)(4), and
(iii) take such further action as any Holder may reasonably request, all to the
extent required from time to time to enable such Holder to sell Registrable
Shares without registration under the Securities Act within the limitations of
the exemptions provided by Rule 144 or Rule 144A under the Securities Act, as
such Rules may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC; provided that nothing in this Section
14 shall require the Company to file reports under the Exchange Act prior to the
time it shall have filed a registration statement under the Securities Act. Upon
the request of any Holder in connection with such Holder's sale pursuant to Rule
144 or Rule 144A, the Company shall deliver to such Holder a written statement
as to whether it has complied with the requirements of Rule 144 or Rule 144A, as
the case may be. The Company will comply with the foregoing provisions, mutatis
mutandis, with respect to each Canadian province in which it is a reporting
issuer.
SECTION 15
NOMINEES FOR BENEFICIAL OWNERS
15.1 If Registrable Shares are held by a Holder as a nominee for the beneficial
owner thereof, the beneficial owner thereof may, at its option, be treated as
the Holder for purposes of any request or other action pursuant to this
Agreement; provided that the Company shall have received assurances reasonably
satisfactory to it of such beneficial ownership.
<PAGE> 28
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SECTION 16
MISCELLANEOUS
16.1 NO INCONSISTENT AGREEMENTS. The Company represents and warrants to the
Purchaser that the rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with any other agreements to which the
Company is a party or by which it is bound. Without the prior written consent of
the Purchaser, the Company will not, on or after the date of this Agreement,
enter into any agreement with respect to Registrable Shares or any other
securities which would be inconsistent with the rights granted in this Agreement
or would otherwise conflict with the provisions hereof, other than any Lock-up
agreement with the underwriters in connection with any registered offering
effected hereunder.
16.2 SPECIFIC PERFORMANCE. The parties hereto acknowledge that there would be no
adequate remedy at law if the Company fails to perform any of its obligations
hereunder and that the Holders may be irreparably harmed by any such failure,
and accordingly agree that the Holders, in addition to any other remedy to which
they may be entitled at law or in equity, shall be entitled to compel specific
performance of the obligations of the Company under this Agreement in accordance
with the terms and conditions of this Agreement, in any court of the United
States or any State thereof having jurisdiction.
16.3 NOTICES. Except as otherwise provided in this Agreement, all notices,
requests, consents and other communications hereunder to any party shall be
deemed to be sufficient if contained in a written instrument delivered in person
or by telecopy, nationally recognized overnight courier or first class
registered or certified mail, return receipt requested, postage prepaid,
addressed to such party at the address set forth below or such other address as
may hereafter be designated in writing by such party to the other parties:
(a) if to the Company, to:
Corus Entertainment Inc.
16th Floor
BCE Place, Bay-Wellington Tower
181 Bay Street, Suite 1630
Toronto, ON M5J 2T3
Telecopy: (416) 920-1947
Attention: President and Chief Executive Officer
<PAGE> 29
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with a copy to:
Davies, Ward & Beck
P.O. Box 63, Suite 4400
1 First Canadian Place
Toronto, ON M5X 1B1
Telecopy: (416) 863-0871
Attention: Jeffrey O. Palmer
(b) if to the Purchaser, to:
Liberty CJR, Inc.
9197 South Peoria Street
Englewood, Colorado 80112 U.S.A.
Telecopy: (720) 875-5858
Attention: Elisa Erickson
with a copy to:
Sherman & Howard L.L.C.
3000 First Interstate Tower North
633 Seventeenth Street
Denver, Colorado 80202 U.S.A.
Telecopy: (303) 298-0940
Attention: Amy Hirter
All such notices, requests, consents and other communications shall be deemed to
have been given when received.
16.4 PARTIES IN INTEREST. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and, the respective
successors, personal representatives and assigns of the parties hereto, whether
so expressed or not. The Company acknowledges and agrees that a Holder may
transfer any or all of its Registrable Securities to any Person (a
"TRANSFEREE"); provided, however, that if any Person shall acquire Registrable
Shares from the a Holder in any manner, whether by operation of law, pursuant to
this Agreement or otherwise, such Transferee shall promptly notify the Company
and such Registrable Shares shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Shares such Person
<PAGE> 30
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shall be entitled to receive the benefits of and be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement. Any such successor or Transferee shall agree in writing to acquire
and hold the Registrable Shares acquired from a Holder subject to all of the
terms hereof. If a Holder shall acquire additional Registrable Shares, such
Registrable Shares shall be subject to all of the terms, and entitled to all the
benefits, of this Agreement.
16.5 SURVIVAL. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Agreement or made pursuant
hereto shall remain in full force and effect regardless of any investigation (or
statement as to the results thereof) made by or on behalf of the Purchaser, any
Holder, any director, officer or partner of the Purchaser or any Holder, any
agent or underwriter or any director, officer or partner thereof, or any
Controlling Person of any of the foregoing, and shall survive delivery of and
payment for the Class B Shares pursuant to the Purchase Agreement.
16.6 GOVERNING LAW. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Delaware without giving effect to
the conflicts of law principles thereof.
16.7 WAIVER OF JURY TRIAL. The issuer hereby waives any right it may have to a
trial by jury in respect of any action, proceeding or litigation directly or
indirectly arising out of, under or in connection with, this Agreement.
16.8 SUBMISSION TO JURISDICTION. If any action, proceeding or litigation shall
be brought by the Purchaser or any Holder in order to enforce any right or
remedy under this Agreement, the Company hereby consents and will submit to the
jurisdiction of any state or federal court of competent subject matter
jurisdiction in the State of Delaware. The Company hereby irrevocably waives any
objection, including, but not limited to, any objection to the laying of venue
or based on the grounds of forum non conveniens, which it may now or hereafter
have to the bringing of any such action, proceeding or litigation in such
jurisdiction.
16.9 HEADINGS. The descriptive headings of the several sections and paragraphs
of this Agreement are inserted for convenience only, do not constitute a part of
this Agreement and shall not affect in any way the meaning or interpretation of
this Agreement. All section references are to this Agreement unless otherwise
expressly provided.
16.10 ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
understanding of the parties with respect to its subject matter. This Agreement
supersedes all prior agreements and understanding between the parties with
respect to its subject matter. This Agreement may be amended, modified,
supplemented or waived only upon the written agreement of the party against whom
enforcement of such amendment, modification, supplement or waiver is sought.
<PAGE> 31
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16.11 INSPECTION. For so long as this Agreement shall be in effect, this
Agreement and a complete list of the names and addresses of all Holders of
Registrable Shares and the addresses of such Holders shall be made available for
inspection and copying on any business day to the Purchaser for any proper
purpose (which shall include any purpose related to its rights under this
Agreement) at the offices of the Company at the address thereof set forth in
Section 16.3 above.
16.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto.
16.13 ENFORCEABILITY. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16.14 REQUIRED ACTION. Each party hereto shall do and perform or cause to be
done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments, and documents as
any other party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
<PAGE> 32
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IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date set forth above.
CORUS ENTERTAINMENT INC.
By /s/ TOM PEDDIE
-------------------------------------
Name: Tom Peddie
Title: Senior Vice President and Chief
Financial Officer
LIBERTY CJR, INC.
By /s/ DAVID A. JENSEN
-------------------------------------
Name: David A. Jensen
Title: Vice President
