EXHIBIT 99.01
AT HOME CORPORATION
000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
June 22, 2000
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AT&T Corp.
Comcast Corporation
Xxx Communications, Inc.
Ladies and Gentlemen:
Reference is hereby made to the letter agreement, including the term sheets
attached thereto as Annexes A, B and C (the "Term Sheets" ), dated as of March
28, 2000 (the "March Letter Agreement"), by and among At Home Corporation
("Excite@Home"), AT&T Corp. ("AT&T"), Comcast Corporation ("Comcast"), Xxx
Communications, Inc. ("Cox") and certain of their respective subsidiaries
(collectively, the "Parties") regarding certain agreements among the Parties.
Capitalized terms used herein without definition shall have the respective
meanings assigned to them in the March Letter Agreement.
1. Each Party acknowledges that it is aware of the litigation entitled
Cablevision Systems Corporation, CSC Holdings, Inc. and CSC At Home Holding
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Corporation v. At Home Corporation et al. (Civil Action No. 18111-NC) pending in
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the Delaware Chancery Court (the "Cablevision Action"). Each Party further
acknowledges that the Court in the Cablevision Action is being advised that the
Parties have agreed not to consummate any of the transactions contemplated by
the March Letter Agreement until at least the conclusion of the trial on the
merits in the Cablevision Action.
2. Each Party agrees that the reference to September 30, 2000 in paragraph
4 of the executed letter included in the March Letter Agreement shall be amended
to be the earlier of (a) November 15, 2000 or (b) the date which is 30 days
after the final judgment in the Cablevision Action is no longer subject to
appeal or review by the Delaware courts.
3. Each Party hereto severally represents to each of the other parties
hereto that this Letter Agreement has been duly authorized, executed and
delivered by such Party and constitutes the legal, valid and binding obligation
of such Party and, to the extent applicable, the members of such Party's
Stockholder Group, enforceable against such Party and the applicable members of
its Stockholder Group, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the rights of creditors generally and by general principles of equity.
4. Each of AT&T, Comcast and Cox acknowledges and agrees that its
execution of this Letter Agreement shall constitute the consent of their
respective Stockholder Affiliates listed in Schedule I hereto to the
transactions contemplated by this Letter Agreement and each of them agrees to
use all reasonable efforts to cause their respective subsidiaries and
affiliates, including the Stockholder Affiliates, to comply with the provisions,
terms and obligations applicable to them as set forth in this Letter Agreement.
5. This Letter Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to the conflicts of law
rules of such state. The Parties hereto agree that irreparable damage would
occur in the event any provision of this Letter Agreement was not performed in
accordance with the terms hereof, and that the Parties shall be entitled to
specific performance (subject to the moving party sustaining the applicable
burden necessary to obtain such relief including as to the inadequacy of money
damages) of the terms hereof in addition to any other remedy at law or in
equity. Except as expressly set forth herein, the March Letter Agreement shall
remain in full force and effect subject to the terms and conditions thereof
unless terminated.
6. This Letter Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same
instrument. This Letter Agreement shall not be effective as to any Party until
executed and delivered by all of the Parties.
7. If the foregoing is in accordance with your understanding please
indicate your agreement by signing below, at which time this letter will
constitute a binding Letter Agreement among us.
Very truly yours,
AT HOME CORPORATION
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
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Title: Chairman and CEO
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Accepted and Agreed as of
the date first above written:
AT&T CORP.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: VP - Law and Secretary
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COMCAST CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
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Title: Exec. V.P.
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XXX COMMUNICATIONS, INC.
By: /s/ XXXXX X. XXXXX
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Name: XXXXX X. XXXXX
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Title: EVP FINANCE & ADMIN.
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SCHEDULE I
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STOCKHOLDER AFFILIATES
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AT&T
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AT&T Broadband, LLC
TCI Internet Services, Inc.
TCI Communications, Inc.
TCI Cable Investments Inc.
XXX.XXX, Inc.
Comcast
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Comcast Cable Communications, Inc.
Comcast Online Communications, Inc.
Cox
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Xxx Enterprises, Inc.
