EXHIBIT 9.2
AMENDMENT TO VOTING AGREEMENT
THIS AMENDMENT TO VOTING AGREEMENT (this "Amendment") is made and entered into
as of December 11, 2000, by and among the Company, Oracle and the Network
Operators (all as defined in the Agreement and collectively in the Agreement
defined as the Parties).
WITNESSETH:
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WHEREAS, the Parties have entered into that certain Voting Agreement
dated May 12, 1999 (the "Voting Agreement");
WHEREAS, Oracle no longer wishes to be bound by the Agreement and the
Parties wish to amend the Agreement to remove Oracle as a party to the
Agreement;
WHEREAS, the Company desires to take certain actions to maintain the
participation of the Network Operators in the guidance of its operations; and
WHEREAS, to accomplish the interests and goals of the Company, the
Network Operators and Oracle, the Parties desire to enter into this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and certain
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. REMOVAL OF ORACLE AS A PARTY TO THE AGREEMENT
(a) From the date hereof, Oracle shall no longer be a party to the
Agreement and shall be released from all of its obligations pursuant to the
Agreement. All of the rights held by Oracle under the Agreement shall also
terminate as of the date of this Amendment.
(b) As a result of Paragraph 1(a) above, Paragraphs 1(a) and 1(b) of
the Agreement are struck, and Paragraph 2(i) shall be changed so that it reads
as follows:
"a `change of control' of the Company, approved by the
management of the Company (a "change of control" shall mean a sale of
all or substantially all of the assets of the Company or any
transaction (including a merger) after which the holders of all of the
Company's capital stock (on a fully-diluted basis) immediately prior to
such transaction own 50% or less of the capital stock of the Company
after such transaction.); or"
2. RECOMMENDATION OF THE COMPANY TO ITS SHAREHOLDERS
The Company recognizes the value to the Company that it receives by
having a representative from the Network Operators on its Board. Therefore, the
Company agrees to use its best efforts to have its Board membership consist of
at least one (1) member with relevant industry experience and designated by the
Network Operators and reasonably acceptable to the Company (the "Industry
Director"). Specifically, if at the time of any annual election of Board members
of the Company, an Industry Director
would otherwise not be on the newly constituted Board, the Company shall
recommend to its shareholders and nominate an Industry Director as defined
above. If, despite these efforts, an Industry Director is not on the Board
during the term of this Agreement, the Company shall offer the Network Operators
the opportunity to observe the proceedings of the Board to the extent permitted
by federal laws and regulations and pursuant to appropriate fiduciary
obligations.
3. REMAINING PROVISIONS REMAIN UNCHANGED
All of the provisions of the Agreement not changed by this Amendment
shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
LIBERATE TECHNOLOGIES
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
ORACLE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Executive Vice President
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and Chief Financial Officer
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COMCAST CORPORATION
By: /s/ Xxxxxx Xxxx
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Title: Senior Vice President
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XXX COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Title: Senior Vice President
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MEDIAONE INTERACTIVE SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
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