EXHIBIT 2
[Liberty Media Corporation Letterhead]
November 13, 1995
Mr. Xxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Dear Sir:
Reference is made to the definitive term sheet,
attached to our letter to you, dated August 24, 1995, pursuant
to which you ("Xxxxxx") and we ("Liberty") have entered into
certain agreements with respect to the equity securities of
Silver King Communications, Inc. (the "Company"), all as
described therein (the "Term Sheet"). This letter amends the
Term Sheet.
Pursuant to Section I ("Silver Company Arrangements")
of the Term Sheet, upon a Change in Law (as defined in the Term
Sheet), will convert into voting common equity of the Silver
Company having the same pro rata rights, powers and preferences
as Xxxxxx'x equity interest in the Silver Company. Liberty and
Xxxxxx hereby agree that such conversion of Liberty's equity
interest shall not be automatic and that, prior to any such
conversion, the parties will promptly make all necessary
filings and obtain all required consents under federal and
state law, including pursuant to the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended, and the rules
and regulations thereunder.
Except as expressly amended by the foregoing, the
Term Sheet shall remain in full force and effect.
Very truly yours,
LIBERTY MEDIA CORPORATION
By:/s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
Acknowledged and agreed to
as of the date first written
above:
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
