Exhibit 8
September 30 , 1999
The Associated Group, Inc.
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Dear Sir or Madam:
Reference is made to the Agreement and Plan of Merger dated as of
May 28, 1999 (the "Merger Agreement") by and among AT&T Corp., A-Group
Merger Corp., Liberty Media Corporation ("Liberty") and The Associated
Group, Inc. (the "Company"). Capitalized terms used in this letter and not
defined herein have the respective meanings given to them in the Merger
Agreement.
This will confirm that Liberty will designate no more than two
persons to be elected to the board of directors of Teligent prior to the
consummation of the Merger, as contemplated by Section 3.8 of the Merger
Agreement, and neither the Company nor any of its Subsidiaries will be
obligated under such Section 3.8 or otherwise to take any action to cause
more than two persons designated by Liberty to be elected to the board of
directors of Teligent.
Each signatory hereto represents and warrants that this letter
agreement has been authorized by such party as provided in Sections 10.5
and 10.6 of the Merger Agreement.
Very truly yours,
LIBERTY MEDIA CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
AGREED AND ACCEPTED:
THE ASSOCIATED GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
AT&T CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary
A-GROUP MERGER CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary