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EXHIBIT 4.7
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement, dated as of March 18, 1998 (the
"Amendment"), is by and among TELE-COMMUNICATIONS, INC., a Delaware corporation
("TCI" or the "Company"), TCI MUSIC, INC., a Delaware corporation ("MusicCo"),
and THE BANK OF NEW YORK, a New York banking corporation, as Rights Agent for
the Company's rights issued pursuant to the Rights Agreement dated as of July
11, 1997 (the "Rights Agreement").
RECITALS
Section 8.03 of the Rights Agreement provides that the Company and the
Rights Agent may from time-to-time supplement or amend the Rights Agreement
without the approval of any Holder in order to cure any ambiguity or to correct
or supplement any provision contained therein that may be defective or
inconsistent with an other provision therein or to make any other provisions
in regard or manner or questions arising thereunder that the Company and the
Rights Agent may deem necessary or desirable and that shall not be inconsistent
with the provisions of the Rights and shall not adversely affect the interest
of the Holders. Accordingly, the parties wish to amend the initial Rights
Agreement as provided herein.
Agreement
In consideration of the foregoing, and of the provisions of the Rights
Agreement permitting amendments of the kind contemplated hereby, the parties
agree as follows:
1. Definitions. As used in this Amendment, the terms with initial
capital letters will have the meanings assigned to them in the Rights Agreement.
2. Definition of Fair Market Value. There shall be added as the last
sentence of the definition of Fair Market Value the following:
Notwithstanding the foregoing, the Fair Market Value of one share of stock
of an Applicable Entity (including, in the case of MusicCo Series A Common
Stock, one share of MusicCo Series A Common Stock and each Right, if any,
relating thereto) means, as of any date, (i) the highest sale price of such
stock on such date (A) if such stock is listed on a securities exchange, as
reported by the principal securities exchange on which such stock is
traded, or (B) if such stock is quoted on the automated quotation system of
the National Association of Securities Dealers, Inc. or any reputable
successor entity ("NASDAQ") as reported by NASDAQ or (ii) if on any such
date there is no such reported sale, the average of the high bid and low
asked prices of such stock on such date, as reported by NASDAQ or, if no
such price is reported by NASDAQ on such date, as determined by such New
York Stock Exchange member firm as may be selected by MusicCo.
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3. Current Market Price of a TCI Series A Share. The first sentence
of the last paragraph of Section 4.05 of the Rights Agreement shall be deleted
in its entirety and the following substituted therefor:
As used herein, the "Current Market Price" of a TCI
Series A Share shall be the average of the daily closing
prices for a share of TCI Series A Common Stock for 30
consecutive trading days commencing 45 trading days
before the date that the Notice to Rights Holders
described in Section 4.07 is first published as provided
in Section 4.07.
4. Certification by the Company. The Company has delivered to the
Rights Agent a certificate from an officer of the Company which states that
this Amendment is in compliance of the terms of Section 8.03 of the Rights
Agreement, and the Rights Agent is relying on such certificate in executing
this Amendment.
5. No Other Amendment. Except as amended hereby, the Rights
Agreement will continue in full force and effect without any amendment or
modification thereof.
6. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterpart shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
TCI MUSIC, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
THE BANK OF NEW YORK, as Rights Agent
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
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