1
EXHIBIT 7(C)
TELE-COMMUNICATIONS, INC.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
June 16, 1997
Xx. Xxxx X. Xxxxxx
[Home Address]
Dear Xx. Xxxxxx:
I refer to that certain Exchange Agreement, dated the date hereof (the
"Exchange Agreement"), between Xxxxxx X. Xxxxxxx, as Personal Representative of
the Estate of Xxx Xxxxxxx, Deceased (the "Estate"), and Tele-Communications,
Inc. ("TCI"). As you are aware, pursuant to the Exchange Agreement TCI will
exchange (the "Exchange") 30,545,864 newly-issued shares of
Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per
share ("Series A TCI Group Stock"), for an equal number of shares of Tele-
Communications, Inc. Series B TCI Group Common Stock, par value $1.00 per share
("Series B TCI Group Stock"), owned by the Estate. The shares of Series B TCI
Group Stock so acquired from the Estate will be held by TCI as treasury stock.
In consideration of your waiving the rights of first refusal you have
with respect to the Exchange under that certain letter agreement, dated June 17,
1988, among Xxx Xxxxxxx, Xxxxxx-Tribune Corporation and you (the "Letter
Agreement"), this will confirm our agreement that at any time and from time to
time prior to June 30, 1999, you shall have the right to acquire from TCI up to
30,545,864 of the shares of Series B TCI Group Stock acquired from the Estate in
exchange for either (or any combination of) (i) shares of Series A TCI Group
Stock owned or controlled by you, with any such exchange to be made on a
one-for-one basis, or (ii) cash in an amount per share equal to the average of
the closing sales prices of the Series B TCI Group Common Stock on the National
Market tier of The Nasdaq Stock Market during the five Nasdaq
2
trading days immediately preceding your giving notice to TCI of your intention
to acquire shares of Series B TCI Group Common Stock hereunder.
Very truly yours,
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Title:
Accepted and Agreed:
/s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx
