EXHIBIT 10.8
FOURTH AMENDMENT TO
TAX SHARING AGREEMENT
by and among
AT&T CORP.,
LIBERTY MEDIA CORPORATION,
for itself and each member of the Liberty Group,
TELE-COMMUNICATIONS, INC.,
LIBERTY VENTURES GROUP LLC,
LIBERTY MEDIA GROUP LLC,
TCI STARZ, INC.,
TCI CT HOLDINGS, INC.,
and
each Covered Entity listed on the signature pages hereof,
dated as of October 28, 1999
This Fourth Amendment, dated as of October 28, 1999 (this "Fourth
Amendment"), to the Tax Sharing Agreement (the "Agreement") dated as of March 9,
1999, as amended by the First Amendment (the "First Amendment") to the Tax
Sharing Agreement dated as of May 28, 1999, the Second Amendment (the "Second
Amendment") to the Tax Sharing Agreement dated as of September 24, 1999 and the
Third Amendment (the "Third Amendment") to the Tax Sharing Agreement dated as of
October 20, 1999, is entered into by and among AT&T Corp., a New York
corporation, Liberty Media Corporation, a Delaware corporation, for itself and
on behalf of each member of the Liberty Group, Tele-Communications, Inc., a
Delaware corporation, Liberty Ventures Group LLC, a Delaware limited liability
company, Liberty Media Group LLC, a Delaware limited liability company, TCI
Starz, Inc., a Colorado corporation, TCI CT Holdings, Inc., a Delaware
corporation, each Covered Entity listed on the signature pages hereof, and each
entity which becomes a party to the Agreement pursuant to Section 23 thereto.
Unless otherwise stated herein, capitalized terms used in this Fourth Amendment
shall have the meaning ascribed to such terms in the Agreement.
WHEREAS, the parties have entered into the Agreement which governs the
sharing, allocation and reimbursement of federal, state, local and foreign taxes
by the members of the Common Stock Group and the Liberty Group; and
WHEREAS, the parties now wish to amend the Agreement in certain
respects to clarify the intent of the parties with respect to the sharing,
allocation and reimbursement of federal, state, local and foreign taxes by the
members of the Common Stock Group and the Liberty Group and to make such other
amendments, as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
1. "AGI Merger Agreement" shall mean the Amended and Restated
Agreement and Plan of Merger dated as of October 28, 1999.
2. The first sentence of Section 3(d)(i) shall be amended as
follows:
a. the words "Cayman LLC (as defined in the AGI Merger
Agreement)," shall be deleted;
b. the words "the Original Agreement (as defined in the AGI
Merger Agreement)," shall be inserted after the words "; the
AGI Acquisition, the AGI Merger Agreement," and before the
words "the AGI Merger";
c. the words ", as amended" shall be inserted after the words
"the First Supplement to Inter-Group Agreement dated May 28,
1999" and before the words "(the "First Supplement")";
d. the words "the Fourth Amendment" shall be inserted after the
words "this Clause D of this First Amendment," and before the
words "or the Voting Agreement dated May 28, 1999"; and
e. the words ", the Fourth Amendment" shall be inserted after the
words "this Clause D of this First Amendment" and before the
words "and the Voting Agreement or executed".
3. Except as otherwise expressly provided herein, the Agreement
shall continue in full force and effect without modification.
IN WITNESS WHEREOF, each of the parties has caused this Fourth
Amendment to be executed by its respective duly authorized officer as of the
date first set forth above.
AT&T CORP.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Executive Vice President
and Chief Financial Officer
LIBERTY MEDIA CORPORATION, for
itself and for each member of the Liberty
Group
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and Chief
Operating Officer
Each of the Covered Entities listed below on this page hereby executes this
Fourth Amendment as a member of the Liberty Group to acknowledge that such
Person is bound by this Fourth Amendment as a member of the Liberty Group:
LIBERTY SP, INC.
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and Chief
Operating Officer
LIBERTY AGI, INC.
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and Chief
Operating Officer
LMC INTERACTIVE, INC.
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and Chief
Operating Officer
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Sr. Executive Vice President
LIBERTY VENTURES GROUP LLC
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
LIBERTY MEDIA GROUP LLC
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
TCI STARZ, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
TCI CT HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
