Form of Indemnification Agreement
This INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of [ ], is entered into by and among LIBERTY INTERACTIVE CORPORATION, a Delaware corporation ("LIC"), LIBERTY INTERACTIVE LLC, a Delaware limited liability company ("Liberty LLC"), GCI LIBERTY, INC., an Alaska corporation (including any successor thereto, the "Company"), and LV BRIDGE, LLC, a Delaware limited liability company ("LV Bridge"). Capitalized terms used herein have the meanings ascribed thereto in Section 6.1.
WHEREAS, LIC, Liberty LLC and the Company have entered into an Agreement and Plan of Reorganization, dated as of April 4, 2017 (as amended, the "Reorganization Agreement"), pursuant to which, subject to the terms and conditions set forth therein, (a) the Company filed its Amended and Restated Articles of Incorporation (the "Company Restated Articles") and, upon the effectiveness of such Company Restated Articles, effected the reclassification of its capital stock (the "Company Reclassification"), (b) following the Company Reclassification, the Company effected the automatic conversion of its capital stock (the "Auto Conversion"), (c) following the Auto Conversion, LIC and Liberty LLC shall contribute certain assets and Subsidiaries to the Company in exchange for shares of the Companys Class A common stock and Class B common stock constituting "control" of the Company within the meaning of Section 368(c) of the Code and the other consideration described in the Reorganization Agreement (the "Contribution"), and (d) following the Contribution, LIC shall effect the distribution of its interest in the Company (the "Split-Off"), in each case, on the terms and subject to the conditions of the Reorganization Agreement and in accordance with the General Corporation Law of the State of Delaware and the Alaska Corporations Code, as applicable (the Company Reclassification, the Auto Conversion, the Contribution and the Split-Off referred to collectively as the "Transactions");
WHEREAS, it is intended that, for U.S. federal income tax purposes, (a) each of the Company Reclassification and the Auto Conversion qualify as a "reorganization" within the meaning of Section 368(a) of the Code, and (b) the Contribution and the Split-Off, taken together, qualify as a tax-free transaction under Sections 368(a)(1)(D), 355 and 361 of the Code (the "D Reorganization");
WHEREAS, prior to the closing of the Contribution (the "Closing"), LIC will reattribute (the "Reattribution") certain assets and liabilities of its Ventures Group to its QVC Group, including those rights and obligations of Liberty LLC under the Liberty Indenture with respect to the outstanding Liberty Debentures;
WHEREAS, in connection with the Reattribution of the Liberty Debentures, LIC will determine the Reattributed Value;
WHEREAS, following the closing of the Split-Off (the "Split-Off Closing"), Liberty LLC will, subject to the terms and conditions of this Agreement, offer to purchase (in one or
more privately negotiated transactions and/or through a tender offer or other purchase transaction) the outstanding Retained Debentures;
WHEREAS, in connection with the Transactions, the Company has agreed to indemnify Liberty LLC against certain payment obligations with respect to the Retained Debentures upon the terms and conditions set forth herein; and
WHEREAS, in connection with the Split-Off, LIC, on the one hand, and the Company, on the other, have agreed to indemnify each other on the terms and conditions provided herein with respect to certain Losses and other obligations in respect of the Split-Off relating to the assets and businesses of the Company and the assets and businesses to be retained by LIC.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:
(a) The Company hereby covenants and agrees, on the terms and subject to the limitations set forth in this Article I, from and after the Closing, to indemnify and hold harmless LIC and Liberty LLC, their Subsidiaries and their respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (the "LIC Indemnified Parties") from and against any Losses incurred by the LIC Indemnified Parties (in their capacities as such) to the extent arising out of or resulting from any of the following:
(i) the conduct of the Company Businesses (whether before or after the Closing);
(ii) the Company Assets;
(iii) the Company Liabilities (whether incurred before or after the Closing); or
(iv) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of the Company or any of its Subsidiaries under this Agreement [or any Specified Agreement].
(b) Each of LIC and Liberty LLC (jointly and severally) hereby covenants and agrees, on the terms and subject to the limitations set forth in this Article I, from and after the Closing, to indemnify and hold harmless the Company, its Subsidiaries and their respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (the "Company Indemnified Parties") from and against any Losses incurred by the Company Indemnified Parties (in their capacities as such) to the extent arising out of or resulting from: