Cox Communications, Inc.
Cox @Home, Inc.
At Home Corporation
July 7, 1999
AT&T Corp.
295 North Maple Ave.
Basking Ridge, NJ 07920
July 7, 1999
Cox Communications, Inc.
Cox @Home, Inc.
1400 Lake Hearn Drive, NE
Atlanta, GA 30319
At Home Corporation
425 Broadway Street
Redwood City, CA 94063
Re: At Home Corporation Master Distribution Agreement Term Sheet
dated May 15, 1997
Ladies and Gentlemen:
1. Reference is hereby made to the letter agreement dated April 7, 1999
from AT&T Corp. ("AT&T") to Cox Communications, Inc., Cox @ Home, Inc. and At
Home Corporation (the "Letter Agreement") and the Agreement and Plan of
Reorganization dated as of July 7, 1999 among Cox Teleport Partners, Inc., AT&T,
TCI Holdings, Inc.and United Television Corporation (the "Reorganization
Agreement").
2. Effective upon the Closing (as defined in the Reorganization
Agreement), the Letter Agreement shall be amended as follows:
(a) Paragraphs 3 and 4 of the Letter Agreement shall be
amended by deleting each reference therein to the number "277,000" and replacing
it with the number "250,000".
(b) Clause (a) of the first sentence of paragraph 3 of the
Letter Agreement is hereby amended by deleting the reference therein to the
number "10" and replacing it with the number "11.5".
3. As of the date hereof and as of the Closing (as defined in the
Reorganization Agreement), each party hereto hereby makes the following
representations, warranties and covenants to each of the other parties hereto:
(a) Such party has the legal right and requisite power and
authority to make and enter into this letter agreement (this "Amendment") and to
perform its obligations hereunder and to comply with the provisions hereof. The
execution, delivery and performance of this Amendment by such party has been
duly authorized by all necessary action on its party. This Amendment has been
duly executed and delivered by such party and constitutes the valid and binding
<PAGE>
Cox Communications, Inc.
Cox@Home, Inc.
July 7, 1999
Page 2
obligation of such party enforceable against it in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium or other similar laws affecting the rights of creditors generally and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought.
(b) The execution, delivery and performance of this Amendment
by such party, and the compliance by such party with the provisions hereof, do
not and will not (with or without notice or lapse of time, or both) conflict
with, or result in any violation of, or default under, or give rise to any right
of termination, cancellation or acceleration of any obligation or the lessening
of a material benefit under, any loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to such party or any of its properties or assets (excluding in the
case of any Stockholder, the properties or assets of the Company and its
Subsidiaries), other than any such conflicts, violations, defaults, or other
effects which, individually or in the aggregate, do not and will not prevent,
restrict or impede such party's performance of its obligations under and
compliance with the provisions of this Amendment. If such party is an entity or
association, the execution, delivery and performance of this Amendment by such
party does not and will not contravene the charter, bylaws or other
organizational documents of such party.
(c) No consent, approval, order or authorization of, or
registration, declaration or filing with, any governmental or regulatory
authority or any other Person (other than any of the foregoing which have been
obtained and, at the date in question, are then in effect) is required under
existing laws as a condition to the execution, delivery or performance of this
Amendment by such party.
(d) Each member of such party's Stockholder Group and each
Ultimate Parent and any Controlled Affiliate thereof, in each case which owns
securities of the Company, is a signatory hereto.
4. The Letter Agreement, as amended by this Amendment, shall remain in
full force and effect in accordance with its terms and all references in the
Letter Agreement to "this Agreement" and words of similar import shall be deemed
to mean the Letter Agreement as amended by this Amendment. If the Reorganization
Agreement is terminated in accordance with its terms, this Amendment shall be
terminated and the Letter Agreement, as in effect on the date hereof, shall
remain in full force and effect.
5. Miscellaneous
(a) Nothing in this Amendment, whether express or implied,
shall be construed to give any Person, other than the parties hereto, any legal
or equitable right, remedy or claim under or in respect of this Amendment.
<PAGE>
Cox Communications, Inc.
Cox@Home, Inc.
July 7, 1999
Page 3
(b) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the
conflicts of law rules of such State.
(c) This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(d) If one or more provisions of this Amendment are held to be
unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this Amendment, and the balance of this Amendment shall be enforceable in
accordance with its terms.
(e) The section headings used in this Amendment are for
reference purposes only and shall not affect the meaning or interpretation of
any term or provision of this Amendment.
(f) Without intending to limit the remedies available to any
of the parties hereto, each of the parties hereto acknowledges and agrees that a
breach by such party of any provision of Section 2 of this Amendment will cause
the other parties hereto irreparable injury for which an adequate remedy at law
is not available. Therefore, the parties hereto agree that in the event of any
such breach each such party shall be entitled to an injunction, restraining
order or other form of equitable relief from any court of competent jurisdiction
restraining any other party hereto from committing any breach or threatened
breach of, or otherwise specifically to enforce, any such provision of this
Amendment, in addition to any other remedies that such parties may have at law
or in equity.
(h) Capitalized terms used, but not defined, herein shall have
the meanings ascribed to such terms in the Letter Agreement.
<PAGE>
Cox Communications, Inc.
Cox@Home, Inc.
July 7, 1999
Page 4
If the foregoing correctly sets forth our understanding, please so
indicate by signing below. Upon execution and delivery by all of the
undersigned, this Amendment shall become a legal and binding agreement among the
parties hereto.
AT&T Corp.
By:
Name:
Title:
Tele-Communications, Inc.
By:
Name:
Title:
Agreed and Accepted as of the date hereof:
Cox Communications, Inc.
By:
Name:
Title:
Cox @Home, Inc.
By:
Name:
Title:
<PAGE>
Cox Communications, Inc.
Cox@Home, Inc.
July 7, 1999
Page 5
At Home Corporation
By:
Name:
Title:
