EXHIBIT 7.(F)
TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT is entered into as of March 1, 1999,
between UNITED VIDEO SATELLITE GROUP, INC., a Delaware corporation ("UVSG"), and
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TELE-COMMUNICATIONS, INC., a Delaware corporation ("TCI").
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W I T N E S S E T H :
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WHEREAS, pursuant to a Stockholder Agreement (the "Stockholder
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Agreement"), dated as of January 25, 1996 between UVSG and TCI, UVSG and TCI
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agreed to certain voting obligations and restrictions with respect to the TCI
Equity Securities (as defined in the Stockholder Agreement), all on the terms
and subject to the conditions set forth therein; and
WHEREAS, UVSG has entered into that certain Share Exchange Agreement
effective as of June 10, 1998, by and among UVSG, News America Incorporated and
TVG Holdings, Inc. relating to UVSG's acquisition of all of the capital stock of
News America Publications Inc. and TVSM, Inc. (the "Share Exchange Agreement");
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and
WHEREAS, it is a condition precedent to the closing of the
transactions contemplated by the Share Exchange Agreement that UVSG and TCI
terminate the Stockholder Agreement; and
WHEREAS, the parties hereto desire to terminate the Stockholder
Agreement as of the date hereof.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the mutual receipt and legal sufficiency of which the
parties hereto hereby acknowledge, the parties hereby agree as follows:
1. The Stockholder Agreement is hereby terminated effective as of
the date hereof, and, accordingly, neither party thereto shall have any further
rights or obligations thereunder.
2. This Agreement may be executed in counterparts, each of which
shall be an original of this Agreement but all of which, taken together, shall
constitute one and the same Agreement.
3. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of Delaware.
IN WITNESS WHEREOF, UVSG and TCI have duly executed and delivered this
Termination Agreement as of the day and year first above written.
UNITED VIDEO SATELLITE GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx III
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Name: Xxxxx X. Xxxxxx III
Title: President and Chief Executive Officer
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President, Secretary and
General Counsel
