EXHIBIT 10.3
LIBERTY MEDIA CORPORATION
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
October 31, 1999
Ascent Entertainment Group, Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, III
Chief Operating Officer
Gentlemen:
Reference is made to that Agreement and Plan of Merger, dated as of October
20, 1999, by and among AT&T Corp., Ranger Acquisition Corp., Liberty Media
Corporation and Ascent Entertainment Group, Inc. (the "Merger Agreement").
Capitalized terms used and not defined herein have the meanings ascribed to such
terms in the Merger Agreement.
You have advised Liberty that on the date hereof, Ascent intends to enter
into a Second Amendment to the Entertainment Asset Sale Agreement in the form
attached to this letter as Exhibit A (the "Second Amendment"). In connection
therewith, each of Ascent and Liberty acknowledge and agree as follows:
1. The terms of the Second Amendment make the conditions to Parent's and
Merger Sub's obligations to consummate the Merger contained in Section 8.2(a)
(insofar as it relates to the representation contained in Section 4.23 being
true and correct as of the Closing Date) and Section 8.2(i) incapable of being
satisfied at or prior to the Closing Date. Notwithstanding Liberty's right to
terminate the Merger Agreement as a result of the foregoing pursuant to Section
9.1(ii)(B), Liberty agrees not to so terminate prior to 11:59 p.m. Mountain Time
on November 30, 1999 (the "Determination Time") while the parties negotiate an
amendment to the Merger Agreement containing mutually acceptable terms;
provided, however, that if Liberty determines at any time prior to the
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Determination Time that the parties have reached an impasse in such negotiations
and are unlikely to agree on a mutually acceptable amendment to the Merger
Agreement, Liberty may terminate the Merger Agreement prior to the Determination
Time.
2. In the event Liberty has not terminated the Merger Agreement prior to
11:59 p.m. Mountain Time on December 3, 1999 as a result of the conditions set
forth in Section 8.2(a) (insofar as it relates to the representation contained
in Section 4.23 being true and correct as of the Closing Date) and Section
8.2(i) being incapable of being satisfied at or prior to the Closing Date,
Liberty shall be deemed to have waived such conditions insofar as they relate to
the execution and delivery of the Second Amendment by Ascent.
3. This letter may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
If the foregoing accurately reflects our agreement, please execute this
letter in space indicated.
Very truly yours,
LIBERTY MEDIA CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Operating Officer
Accepted and Agreed
as of October 31, 1999:
ASCENT ENTERTAINMENT GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President