On Command Obtains Additional Financing

DENVER— On Command Corp., a provider of in-room interactive entertainment, has agreed in principle with Ascent Entertainment Group, a subsidiary of Liberty Media Corp., upon the terms of a financing transaction in which Ascent would invest up to $60 million in On Command. Under the terms of the agreement, Ascent will purchase up to $60 million of a new series of On Command preferred stock. The preferred stock will bear cumulative dividends at 8% per annum and will be convertible on or after December 31, 2002 into On Command common stock at a conversion price of $7.55 per share. The preferred stock may be redeemed, at On Command’s option, at any time prior to December 31, 2002 at a redemption price equal to the liquidation value of the shares plus a premium. The preferred stock is not redeemable during the period from December 31, 2002 to June 30, 2005. Thereafter, the shares are redeemable at their liquidation value plus a premium that declines ratably until the preferred stock becomes mandatorily redeemable on June 30, 2011. It is anticipated that the preferred stock will be issued in three equal installments of $20 million each, with the first installment expected to be issued and purchased on or before June 30.