EXHIBIT 10.5
The News Corporation Limited
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 23, 1999
Tele-Communications, Inc.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
United Video Satellite Group, Inc.
0000 X. Xxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000-0000
Ladies and Gentlemen:
Reference is made to the letter agreement, effective as of June 10, 1998, among
The News Corporation Limited ("News Corp."), Tele-Communications, Inc. ("TCI")
and United Video Satellite Group, Inc. ("UVSG") (the "Parent Agreement"), and to
the Share Exchange Agreement, effective as of June 10, 1998, among News America
Incorporated, TVG Holdings, Inc. ("Holdings"), and UVSG (the "Share Exchange
Agreement"). Unless otherwise defined herein, the terms used herein shall have
the meanings ascribed to them in the Share Exchange Agreement.
The parties acknowledge that pursuant to Section 9 of the Parent Agreement, News
Corp. may be obligated to acquire, directly or indirectly through a subsidiary,
6,534,108 shares of Class A Common Stock of UVSG (the "Equalization Shares") on
or about the 90th day following the Closing, and that, at News Corp.'s option,
UVSG would be obligated to sell the Equalization Shares to News Corp. or its
subsidiary at a price of $20 per share. UVSG has requested that News Corp. or
its subsidiary purchase the Equalization Shares from UVSG on the Closing Date in
lieu of a later date, and has agreed upon a transaction adjustment related
thereto. Further, News Corp. desires that Holdings purchase the Equalization
Shares on such terms. Accordingly, the parties agree as follows:
1. Issuance and Payment for the Equalization Shares. On the Closing
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Date, UVSG shall issue to Holdings the Equalization Shares, and News Corp. shall
cause Holdings to pay to UVSG $128,909,652, which represents the aggregate price
of the Equalization Shares of $130,682,160, less a transaction adjustment of
$1,772,508.
Page 28 of 76 Pages
2. Representation of News Corp. News Corp. represents and warrants that
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immediately after giving effect to the receipt by Holdings on the Closing Date
of the Equalization Shares pursuant hereto and the shares of Class A Common
Stock pursuant to Section 2(a) of the Share Exchange Agreement, the aggregate
number of shares of Class A Common Stock owned by News Corp. and its
subsidiaries will be 29,037,520 shares.
3. Representation of TCI. TCI represents and warrants that on the
---------------------
Closing Date, the aggregate number of shares of Class A Common Stock owned by
TCI and its subsidiaries will be 29,037,520 shares.
4. Notice. UVSG hereby confirms and acknowledges that News Corp. has
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satisfied any and all notice obligations under Section 9 of the Parent Agreement
with respect to UVSG's issuance of the Equalization Shares.
5. Satisfaction of Obligations. The parties confirm and acknowledge
---------------------------
that, assuming the accuracy of the representations made in Section 2 and 3
hereof, upon the delivery of the Equalization Shares by UVSG to Holdings upon
receipt of the purchase price therefor in accordance with the terms hereof, UVSG
will have satisfied its obligations under Section 9 of the Parent Agreement.
6. Entire Agreement. This letter agreement, the Parent Agreement, the
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Share Exchange Agreement and that certain letter agreement between TCI and News
Corp. (entered into in connection with the execution of the Parent Agreement),
effective as of June 10, 1998, relating to "TVGOS Intellectual Property,"
contain, and are intended as, a complete statement of all of the terms of the
arrangements between the parties with respect to the matters provided for herein
and therein, and supersede any previous agreements and understandings between
the parties with respect to those matters.
Page 29 of 76 Pages
If the foregoing accurately reflects our agreement, please sign the
enclosed duplicate of this agreement in the space provided below and return the
same to the undersigned.
Very truly yours,
THE NEWS CORPORATION LIMITED
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Executive Vice President
and Group General Counsel
Accepted and Agreed:
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President,
Secretary and General Counsel
UNITED VIDEO SATELLITE GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx III
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Name: Xxxxx X. Xxxxxx III
Title: President and Chief Operating
Officer
Page 30 of 76 Pages
