EXHIBIT 99.4
XXXXXX-TRIBUNE CORPORATION
000 XXXXXXX XXXXXXXX
XXXX XXXX XXXX, XXXX 00000
April 18, 1997
Xx. Xxxx X. Xxxxxx
00000 Xxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxx:
In connection with transactions contemplated by the Agreement and Plan
of Merger, dated as of April 18, 1997, among Xxxxxx-Tribune Corporation ("KT"),
Tele-Communications, Inc. ("TCI") and TCI KT Merger Sub, Inc. (the "Merger
Agreement"), you have asserted certain rights under the letter agreement, dated
June 17, 1988, among you, KT and Xxx Xxxxxxx (the Letter Agreement"). Without
taking any position with respect to your interpretation, by our execution
hereunder, we agree that immediately prior to the Effective Time (as defined in
the Merger Agreement) and provided that all conditions precedent to KT's
obligation to consummate the merger have been satisfied or waived, you may
acquire from KT (i) all of the shares of Tele-Communications, Inc. Series B TCI
Group Common Stock ("TCI Series B Stock") owned by KT in exchange for your
delivery to KT of an equal number of shares of Tele-Communications, Inc. Series
A TCI Group Common Stock, and (ii) all of the shares of Tele-Communications,
Inc. Series B Liberty Media Group Common Stock ("LMG Series B Stock") owned by
KT in exchange for your delivery to KT of an equal number of shares of Tele-
Communications, Inc. Series A Liberty Media Group Common Stock. It is further
agreed that you may elect to acquire all, any portion, or any combination of
such shares of TCI Series B Stock and LMG Series B Stock as provided above and
that you are under no obligation to acquire any such shares. In the event the
Merger Agreement is terminated, this Agreement shall also terminate and have no
effect on the validity or enforceability of the Letter Agreement.
If the foregoing accurately reflects our agreement, please so indicate
by executing and returning a counterpart of this letter.
Very truly yours,
XXXXXX-TRIBUNE CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
ACCEPTED AND AGREED
this 18th day of April, 1997
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
