EXHIBIT 99.4.
EXHIBIT 99.4.
TELE-COMMUNICATIONS, INC. LIBERTY MEDIA CORPORATION
0000 XXX Xxxxxxx 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx, Xxxxxxxx 00000
MARCH 5, 1999
Mr. Xxxx Xxxxxxx
Xx. Xxx Xxxxxxx
Xxxxxxx Securities LLC
Xxxxxxx FT Investment Company, LLC
The Xxx Xxxxxxx Family Foundation
The Xxxx Xxxxxxx Family Foundation
c/o Tele-Communications, Inc.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to the Call Agreement, dated as of February 9,
1998 (the "Xxxxxxx Call Agreement"), among Tele-Communications Inc., a
Delaware corporation ("TCI"), and Xxxx Xxxxxxx, both in any Representative
Capacity and individually, Xxx Xxxxxxx, both in any Representative Capacity
and individually, the Estate of Xxx Xxxxxxx, and the Estate of Xxxxx Xxxxxxx.
As you know, after the original execution of the Xxxxxxx Call Agreement,
Xxxxxxx Securities LLC, Xxxxxxx FT Investment Company, LLC, The Xxx Xxxxxxx
Family Foundation and The Xxxx Xxxxxxx Family Foundation were added as
parties to the Call Agreement and members of the "Xxxxxxx Group". Capitalized
terms used but not expressly defined in this letter have the meanings given
to them in the Xxxxxxx Call Agreement. Section references in this letter are
to Sections of the Xxxxxxx Call Agreement.
The purpose of this letter is to confirm and clarify the following:
1. Each member of the Xxxxxxx Group consents to the assignment by
TCI to Liberty Ventures Group LLC, a Delaware limited liability company
("LVG"), and the subsequent assignment by LVG to Liberty Media Corporation, a
Delaware corporation ("LMC"), of all of TCI's rights, interests and
obligations under the Xxxxxxx Call Agreement and agrees that upon such
assignments TCI shall have no further rights or obligations under the Xxxxxxx
Call Agreement. Each member of the Xxxxxxx Group also agrees that if a
Triggering Event (as defined below) occurs in the future and is not waived,
LMC may assign all of its rights, interests and obligations under the Xxxxxxx
Call Agreement to Liberty Media Group LLC and, in the event of such
assignment, references to LMC herein shall thereafter refer to Liberty Media
Group LLC. "Triggering Event" has the meaning ascribed to such term in the
Contribution Agreement, being entered into on March 9, 1999, among LMC,
Liberty Media Management LLC, Liberty Media Group LLC and Liberty Ventures
Group LLC.
2. TCI and each member of the Xxxxxxx Group agree that if, for any
reason, the
Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, as
amended, among TCI, AT&T Corp., a New York corporation ("AT&T"), and Italy
Merger Corp., a Delaware corporation and a wholly owned subsidiary of AT&T
("MergerSub"), terminates without consummation of the merger of MergerSub
into TCI contemplated thereby (the "Merger"), the assignments described in
paragraph 1 shall be rescinded.
3. Each member of the Xxxxxxx Group confirms and agrees that TCI
has exercised its right under Section 7.10 of the Xxxxxxx Call Agreement to
require that, from and after the Merger (and after giving effect to the
assignments provided for above), the Xxxxxxx Call Agreement continue in
effect in accordance with its terms and the following:
(a) References to the "Company" will be references to AT&T and any
successor (by merger, consolidation, sale, transfer, exchange, or otherwise)
to all or substantially all of its business and assets, except as indicated
below:
(i) in order to effectively give LMC the rights and obligations
it is intended to have after the assignments referred to in paragraph I above,
(x) the rights, interests, covenants and obligations of
the "Company" under the first sentence of Section 2.1
and under Sections 2.2 through 7.17, inclusive, will
be rights, interests, covenants and obligations of
LMC and any successor (by merger, consolidation,
sale, transfer, exchange, or otherwise) to all or
substantially all of its business and assets (LMC or
such successor being referred to as "Liberty"), and
(y) references to the "Company" in the definition of the
terms "Board of Directors", "Xxxxxxx Group", "Xxxxxxx
Group Representative" and "Permitted Pledge" in
Section 1.1 will be references to Liberty;
(ii) references to the Company with respect to covenants of the
Company that have been fully performed by TCI prior to the date hereof,
including, without limitation, in the second sentence of Section 2.1, shall
continue to refer to TCI, and
(iii) references to the Company in the definitions of Xxxxxxx
Call Agreement and Stockholders Agreement refer to TCI.
(b) The definition of the term "High Vote Stock" shall mean the
Class B Liberty Media Group Common Stock, $1.00 par value per share, issued
by AT&T (or any successor referred to in paragraph 3(a) above), as it exists
immediately after the Merger, and any capital stock into which the Class B
Liberty Media Group Common Stock may thereafter be changed (whether as a
result of a recapitalization, reorganization, merger, consolidation, share
exchange, stock dividend, stock redemption, spinoff, split off or other
transaction or event). The definition of the term "Low Vote Stock" shall mean
the Class A Liberty Media Group Common Stock, $1.00 par value per share,
issued by AT&T (or any successor referred to in paragraph 3(a) above), as it
exists immediately after the Merger, and any capital stock into which the
Class A Liberty Media Group Common Stock may thereafter be changed (whether
as a result of a recapitalization, reorganization, merger, consolidation,
share exchange, stock dividend, stock redemption, spinoff, split off or other
transaction or event).
(c) The term "Sale of the Company" shall mean, a transaction which
results in a Change of Control of the issuer of the High Vote Stock (subject
to the same exclusions as currently pertain in the definition of such term).
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(d) In any case where the Holder has the right to elect under
Section 2.2(d) to receive payment of the Gross Purchase Price for any High
Vote Stock included in the Subject Shares in shares of a corresponding series
of Low Vote Stock, and in any case where the Company has the right under
Section 3.1 to elect to pay all or any portion of the Closing Date Amount or
Company Price in shares of Low Vote Stock, such election will not be
effective unless Liberty arranges for AT&T to issue such Low Vote Stock and
to grant to the selling Holder the registration rights with respect to such
shares of Low Vote Stock contemplated by Section 2.2(e). Similarly, the
Company's election under Section 3.1 will not be effective unless Liberty
arranges for AT&T to comply with Section 3.2.
If the foregoing accurately expresses our understanding, please sign
and return the enclosed counterpart of this letter.
Sincerely,
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
Executive Vice President,
Secretary and General Counsel
LIBERTY VENTURES GROUP LLC
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
Vice President
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Confirmed:
ESTATE OF XXXXX XXXXXXX
/s/ Xxx Xxxxxxx By: /s/ Xxx Xxxxxxx
---------------------------------- ----------------------------------
XXX XXXXXXX, individually and as Xxx Xxxxxxx, Personal Representative
Trustee of the Xxxxxxx Family
Irrevocable Trusts and the
Xxxxxxx Issue GST Trusts ESTATE OF XXX XXXXXXX
/s/ Xxxx Xxxxxxx By: /s/ Xxx Xxxxxxx
---------------------------------- ----------------------------------
XXXX XXXXXXX, individually and as Xxx Xxxxxxx, Personal Representative
Trustee of the Xxxxxxx Family
Irrevocable Trusts and the
Xxxxxxx Issue GST Trusts By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx, Personal Representative
XXXXXXX SECURITIES LLC
By: /s/ Xxx Xxxxxxx
-------------------------------------
Xxx Xxxxxxx, Manager
XXXXXXX FT INVESTMENT COMPANY, LLC
By: /s/ Xxx Xxxxxxx
-------------------------------------
Xxx Xxxxxxx, Manager
THE XXX XXXXXXX FAMILY FOUNDATION
By: /s/ Xxx Xxxxxxx
-------------------------------------
Xxx Xxxxxxx, President
THE XXXX XXXXXXX FAMILY FOUNDATION
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx, President
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