CUSIP No. 92656G 10 8 Page 7 of 8 pages
Exhibit 99.20.1
Contingent Dissolution Agreement
This Contingent Dissolution Agreement (this "Agreement") is made as of
December 10, 1997 by and between CEA Investors Partnership II, Ltd., a Florida
limited partnership ("CEA II, Ltd.") and StarNet Interactive Entertainment,
Inc., a Delaware corporation ("StarNet").
Background
1. CEA II, Ltd. and StarNet entered into a partnership agreement dated
as of August 24, 1993 to form a Delaware general partnership (the
"Partnership").
2. The Partnership was formed to jointly hold an equity interest in The
Box Worldwide, Inc., a Florida corporation (the "Box") (f/k/a Video Jukebox
Network, Inc.) for the purpose of obtaining control of the Box in order to
maximize shareholder values.
3. The Box has entered into a merger agreement with TCI Music, Inc.
("TCI") whereby the Box will merge into TCI following shareholder approval and
the satisfaction of all conditions precedent (the "Merger").
4. If the Merger is consummated, the purpose of the Partnership will
have been satisfied and the Partnership should dissolve and distribute all of
its assets to the partners.
Terms
AND NOW, intending to be legally bound, CEA II, Ltd. and StarNet hereby
agree as follows:
1. Dissolution and Distribution. Upon the consummation of the Merger,
the Partnership shall irrevocably dissolve and distribute to its partners all of
the remaining assets of the Partnership without any further action on the part
of any partner.
2. Timing of Dissolution. The Partnership shall be deemed to have
dissolved immediately prior to the consummation of the Merger, and any shares of
the Box held by the Partnership shall be deemed to have been distributed to the
partners in proportion to their percentage ownership of the Partnership
immediately prior to the consummation of the Merger, so that each of the
partners (and not the Partnership) shall exchange in the Merger shares of stock
of the Box held directly by each of them.
3. No Dissolution Without Consummation of Merger. Notwithstanding the
foregoing, the Partnership shall not dissolve or distribute its assets to the
partners unless the Merger is consummated by the parties thereto.
CUSIP No. 92656G 10 8 Page 8 of 8 pages
IN WITNESS WHEREOF, CEA II, Ltd. and StarNet, intending to be legally
bound hereby, have caused their duly authorized officers to execute this
Agreement as of the date first written above.
CEA Investors Partnership II, Ltd.
By: CEA Investors, Inc., its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
StarNet Interactive Entertainment, Inc.
By: /s/ ▇.▇. ▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇
Title: President
