EXHIBIT 99.10.
EXHIBIT 99.10.
TELE-COMMUNICATIONS, INC. LIBERTY MEDIA CORPORATION
0000 XXX Xxxxxxx 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx, Xxxxxxxx 00000
MARCH 5, 1999
Mr. Xxxx Xxxxxxx
Xx. Xxx Xxxxxxx
Xxxxxxx Securities LLC
Xxxxxxx FT Investment Company, LLC
The Xxx Xxxxxxx Family Foundation
The Xxxx Xxxxxxx Family Foundation
c/o Tele-Communications, Inc.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to the Call Agreement, dated as of February 9, 1998
(the "Xxxxxxx Call Agreement"), among Tele-Communications Inc., a Delaware
corporation ("TCI"), and Xxxx Xxxxxxx, both in any Representative Capacity and
individually, Xxx Xxxxxxx, both in any Representative Capacity and individually,
the Estate of Xxx Xxxxxxx, and the Estate of Xxxxx Xxxxxxx. As you know, after
the original execution of the Xxxxxxx Call Agreement, Xxxxxxx Securities LLC,
Xxxxxxx FT Investment Company, LLC, The Xxx Xxxxxxx Family Foundation and The
Xxxx Xxxxxxx Family Foundation were added as parties to the Call Agreement and
members of the "Xxxxxxx Group". Capitalized terms used but not expressly defined
in this letter have the meanings given to them in the Xxxxxxx Call Agreement.
Section references in this letter are to Sections of the Xxxxxxx Call Agreement.
The purpose of this letter is to confirm and clarify the following:
1. Each member of the Xxxxxxx Group consents to the assignment
by TCI to Liberty Ventures Group LLC, a Delaware limited liability company
("LVG"), and the subsequent assignment by LVG to Liberty Media Corporation, a
Delaware corporation ("LMC"), of all of TCI's rights, interests and obligations
under the Xxxxxxx Call Agreement and agrees that upon such assignments TCI shall
have no further rights or obligations under the Xxxxxxx Call Agreement. Each
member of the Xxxxxxx Group also agrees that if a Triggering Event (as defined
below) occurs in the future and is not waived, LMC may assign all of its rights,
interests and obligations under the Xxxxxxx Call Agreement to Liberty Media
Group LLC and, in the event of such assignment, references to LMC herein shall
thereafter refer to Liberty Media Group LLC. "Triggering Event" has the meaning
ascribed to such term in the Contribution Agreement, being entered into on March
9, 1999, among LMC, Liberty Media Management LLC, Liberty Media Group LLC and
Liberty Ventures Group LLC.
2. TCI and each member of the Xxxxxxx Group agree that if, for
any reason, the
Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, as
amended, among TCI, AT&T Corp., a New York corporation ("AT&T"), and Italy
Merger Corp., a Delaware corporation and a wholly owned subsidiary of AT&T
("MergerSub"), terminates without consummation of the merger of MergerSub into
TCI contemplated thereby (the "Merger"), the assignments described in paragraph
1 shall be rescinded.
3. Each member of the Xxxxxxx Group confirms and agrees that
TCI has exercised its right under Section 7.10 of the Xxxxxxx Call Agreement to
require that, from and after the Merger (and after giving effect to the
assignments provided for above), the Xxxxxxx Call Agreement continue in effect
in accordance with its terms and the following:
(a) References to the "Company" will be references to AT&T and
any successor (by merger, consolidation, sale, transfer, exchange, or otherwise)
to all or substantially all of its business and assets, except as indicated
below:
(i) in order to effectively give LMC the rights and
obligations it is intended to have after the assignments referred to in
paragraph I above,
(x) the rights, interests, covenants and obligations of the
"Company" under the first sentence of Section 2.1 and under
Sections 2.2 through 7.17, inclusive, will be rights,
interests, covenants and obligations of LMC and any successor
(by merger, consolidation, sale, transfer, exchange, or
otherwise) to all or substantially all of its business and
assets (LMC or such successor being referred to as "Liberty"),
and
(y) references to the "Company" in the definition of the terms
"Board of Directors", "Xxxxxxx Group", "Xxxxxxx Group
Representative" and "Permitted Pledge" in Section 1.1 will be
references to Liberty;
(ii) references to the Company with respect to covenants of
the Company that have been fully performed by TCI prior to the date hereof,
including, without limitation, in the second sentence of Section 2.1, shall
continue to refer to TCI, and
(iii) references to the Company in the definitions of Xxxxxxx
Call Agreement and Stockholders Agreement refer to TCI.
(b) The definition of the term "High Vote Stock" shall mean the
Class B Liberty Media Group Common Stock, $1.00 par value per share, issued by
AT&T (or any successor referred to in paragraph 3(a) above), as it exists
immediately after the Merger, and any capital stock into which the Class B
Liberty Media Group Common Stock may thereafter be changed (whether as a result
of a recapitalization, reorganization, merger, consolidation, share exchange,
stock dividend, stock redemption, spinoff, split off or other transaction or
event). The definition of the term "Low Vote Stock" shall mean the Class A
Liberty Media Group Common Stock, $1.00 par value per share, issued by AT&T (or
any successor referred to in paragraph 3(a) above), as it exists immediately
after the Merger, and any capital stock into which the Class A Liberty Media
Group Common Stock may thereafter be changed (whether as a result of a
recapitalization, reorganization, merger, consolidation, share exchange, stock
dividend, stock redemption, spinoff, split off or other transaction or event).
(c) The term "Sale of the Company" shall mean, a transaction which
results in a Change of Control of the issuer of the High Vote Stock (subject to
the same exclusions as currently pertain in the definition of such term).
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(d) In any case where the Holder has the right to elect under
Section 2.2(d) to receive payment of the Gross Purchase Price for any High Vote
Stock included in the Subject Shares in shares of a corresponding series of Low
Vote Stock, and in any case where the Company has the right under Section 3.1 to
elect to pay all or any portion of the Closing Date Amount or Company Price in
shares of Low Vote Stock, such election will not be effective unless Liberty
arranges for AT&T to issue such Low Vote Stock and to grant to the selling
Holder the registration rights with respect to such shares of Low Vote Stock
contemplated by Section 2.2(e). Similarly, the Company's election under Section
3.1 will not be effective unless Liberty arranges for AT&T to comply with
Section 3.2.
If the foregoing accurately expresses our understanding,
please sign and return the enclosed counterpart of this letter.
Sincerely,
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Xxxxxxx X. Xxxxx
Executive Vice President,
Secretary and General Counsel
LIBERTY VENTURES GROUP LLC
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Xxxxxxx X. Xxxxx
Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Xxxxxxx X. Xxxxx
Vice President
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Confirmed:
ESTATE OF XXXXX XXXXXXX
/s/ Xxx Xxxxxxx By:/s/ Xxx Xxxxxxx
-------------------------------- ------------------------------------------
XXX XXXXXXX, individually and as Xxx Xxxxxxx, Personal Representative
Trustee of the Xxxxxxx Family
Irrevocable Trusts and the
Xxxxxxx Issue GST Trusts
ESTATE OF XXX XXXXXXX
/s/ Xxxx Xxxxxxx By:/s/ Xxx Xxxxxxx
-------------------------------- ------------------------------------------
XXXX XXXXXXX, individually and Xxx Xxxxxxx, Personal Representative
as Trustee of the Xxxxxxx Family
Irrevocable Trusts and the
Xxxxxxx Issue GST Trusts
By:/s/ Xxxx Xxxxxxx
------------------------------------------
Xxxx Xxxxxxx, Personal Representative
XXXXXXX SECURITIES LLC
By:/s/ Xxx Xxxxxxx
--------------------------------
Xxx Xxxxxxx, Manager
XXXXXXX FT INVESTMENT COMPANY, LLC
By:/s/ Xxx Xxxxxxx
--------------------------------
Xxx Xxxxxxx, Manager
THE XXX XXXXXXX FAMILY FOUNDATION
By:/s/ Xxx Xxxxxxx
--------------------------------
Xxx Xxxxxxx, President
THE XXXX XXXXXXX FAMILY FOUNDATION
By:/s/ Xxxx Xxxxxxx
--------------------------------
Xxxx Xxxxxxx, President
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