AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of February 22, 2000 (the "Amendment"), between
ASCENT ENTERTAINMENT GROUP, INC., a Delaware corporation (the "Company"), and
THE BANK OF NEW YORK, as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of June 27, 1997 (the "Rights Agreement");
WHEREAS, there is not as of the date hereof any Acquiring Person (as
defined in the Rights Agreement); and
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 27;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
Section 1. Amendment to Definitions. Section 1 of the Rights
Agreement is amended by adding thereto a new subsection (ae) which shall read as
follows:
"(ae) 'Liberty Merger Agreement' shall mean the Agreement and Plan of
Merger, dated as of February 22, 2000, by and among Liberty Media
Corporation ("Parent"), Liberty AEG Acquisition Inc. ("Merger Sub") and the
Company, as the same may be amended from time to time.
Section 2. Amendment to Section 7(a). Section 7(a) of the Rights
Agreement is amended by deleting the word "or" immediately preceding clause
(iii) and replacing such word with "," and by adding the following at the end of
clause (iii): "or (iv) immediately prior to the Effective Time. For purposes of
clause (iv) above, "Effective Time" shall have the meaning given such term in
the Liberty Merger Agreement."
Section 3. Addition of New Section 34. The Rights Agreement is
amended by adding a Section 34 thereof which shall read as follows:
"Section 34. Exception for Liberty Merger Agreement. Notwithstanding
any provision of this Agreement to the contrary,
neither a Distribution Date, an event described in the first paragraph of
Section 11(a)(ii) of this Agreement nor a Shares Acquisition Date shall be
deemed to have occurred, none of Parent, Merger Sub or any of their
respective Affiliates or Associates shall be deemed to have become an
Acquiring Person, and no holder of any Rights shall be entitled to exercise
such Rights under, or be entitled to any rights pursuant to, any of
Sections 3(a), 7(a), 11(a) or 13 of this Agreement, in any such case by
reason of (a) the approval, execution or delivery of the Liberty Merger
Agreement or any amendments thereof ap proved in advance by the Board of
Directors of the Company or (b) the commencement or, prior to termination
of the Liberty Merger Agreement, the consummation of any of the
transactions contem plated by the Liberty Merger Agreement in accordance
with the provisions of the Liberty Merger Agreement, including the Offer
and the Merger (as defined in the Liberty Merger Agreement)."
Section 4. Rights Agreement as Amended. The term "Agreement" as used
in the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby. The foregoing amendments shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
Section 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
Section 6. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all purposes be
deemed an original, but all such counterparts shall together constitute but one
and the same instrument.
Section 7. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
* * * * *
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
Attest: ASCENT ENTERTAINMENT
GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
-------------------- -------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx
Title: Vice President Title: Executive Vice President, Business
Affairs
Attest: THE BANK OF NEW YORK,
as Rights Agent
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
---------------- -----------------
Name: Xxxxxx Xxxxx Name: Xxxxx Xxxxxx
Title: Assistant Vice President Title: Vice President
3
