[LETTERHEAD OF TCI APPEARS HERE]
EXHIBIT 7(H)
September 10, 1987
Xx. Xxx X. Xxxxxxx, Xx., Trustee
IP Series B Trust I
IP Series B Trust II
c/o InterMedia Partners
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Dear Xxx:
Reference is made to that certain Stockholders' Agreement dated as of June
10, 1997, by and among Tele-Communications, Inc. ("TCI"), Xxxx X. Xxxxxx
("Xxxxxx"), the IP Series B Trust I (the "Trust I"), Xxx X. Xxxxxxx, Xx., both
individually and as trustee of the Trust I ("Hindery") and the persons who are
beneficiaries of the Trust I (the "Stockholders' Agreement I"), and that certain
Stockholders' Agreement dated as of August 5, 1997, by and among TCI, Xxxxxx,
the IP Series B Trust II (the "Trust II" and together with the Trust I, the
"Trusts"), Hindery, both individually and as trustee of the Trust II, and the
persons who are beneficiaries of the Trust II (the "Stockholders' Agreement II"
and together with the Stockholders' Agreement I, the "Stockholders'
Agreements"). Capitalized terms used in this letter agreement and not defined
herein shall have the meanings assigned to them in the Stockholders' Agreements.
Xxxxxx and TCI have been notified by Hindery of his desire, as trustee of
the Trusts, to participate in the exchange offer pursuant to which TCI is
offering to issue one share of Series B TCI Ventures Group Common Stock in
exchange for each share of Series B TCI Group Common stock ("TCOMB") tendered to
TCI on or prior to the expiration date of the exchange offer, September 10,
1997, with respect to approximately 35% of the 2,545,455 shares of TCOMB owned
by the Trusts (the "TCI Shares"), subject to adjustment if the exchange offer is
oversubscribed. The tendering of the TCI Shares to TCI to participate in the
exchange offer constitutes a Transfer under the terms of the Stockholders'
Agreements subject to the restrictions on Transfer contained in Article III of
the Stockholders' Agreements. Xxxxxx and TCI hereby waive their rights of first
refusal under Article III of the Stockholders' Agreements with respect to the
Transfer of the TCI Shares to TCI pursuant to the exchange offer with the
express understanding that the shares of Series B TCI Ventures Group Common
Stock to be issued in exchange for the shares of TCOMB tendered by the trusts
pursuant to the exchange offer and the shares of TCOMB retained by the Trusts
after the completion of the exchange offer all will
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Xxx X. Xxxxxxx, Xx., Trustee
September 10, 1997
Page 2
be subject to all of the terms of the Stockholders' Agreements as provided in
the Stockholders' Agreements.
Sincerely,
TELE-COMMUNICATIONS, INC.
By:
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Xxxxxxx X. Xxxxx
Executive Vice President
and General Counsel
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Xxxx X. Xxxxxx, individually
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