EXHIBIT 7(l)
IDT Corporation
000 Xxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
October 19, 2001
Liberty Media Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
LMC Animal Planet, Inc.
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Lock-Up, Registration Rights and Exchange
Agreement (the "Registration Rights Agreement"), dated as of June 6, 2000,
between IDT Corporation ("IDT") and Liberty Media Corporation.
The Registration Rights Agreement is hereby amended as follows:
1. The term "Registrable Securities" shall include, in addition
to the securities specified in the definition thereof, the 2,721,089 shares of
Class B Common Stock, per value $0.01 per share, of IDT (the "Shares") acquired
by LMC Animal Plant, Inc., a Colorado Corporation, pursuant to the Exchange
Agreement, dated as of the date hereof (the "Exchange Agreement"), among AT&T
Corp., ITelTech, LLC, Liberty Media Corporation and LMC Animal Plant, Inc.
2. The last sentence of Section 2.1(a) is amended to read as
follows:
"The Holders shall together have three Demand Registrations pursuant to
this Section 2.1(a), provided, however, that no more than one such Demand
Registration may be requested in any 12 month period."
The Registration Rights Agreement, as amended hereby, shall continue in
full force and effect, binding in according with its terms on the parties
thereto.
For the avoidance of any doubt, Liberty Media Corporation and LMC
Animal Planet, Inc. hereby acknowledge that the Shares shall not be entitled to
any registration rights or other rights under the Lock-up and Registration
Rights Agreement, dated as of March 20, 2001, by and between IDT and AT&T Corp.
This letter agreement shall be governed by the laws of the State of New
York.
This letter agreement may be signed in multiple counterparts which
taken together shall constitute one and the same instrument.
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Please acknowledge your agreement with the foregoing by signing below.
Very truly yours,
IDT CORPORATION
By: /s/ Xxxxx Xxxxxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: EVP
AGREED:
LIBERTY MEDIA CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
LMC ANIMAL PLANET, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
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