EXHIBIT 7(u)
TELE-COMMUNICATIONS, INC.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
October 9, 1998
AT&T Corp.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Re: Waiver Letters with repect to Xxxxxx Call Agreement and Stockholders
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Agreement
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Dear Sir:
Reference is made to the Agreement and Plan of Restructuring and Merger,
dated as of June 23, 1998 (the "Merger Agreement"), among AT&T Corp. ("AT&T"),
Italy Merger Corp. and Tele-Communications, Inc. ("TCI"). Capitalized terms not
defined herein shall have the meanings ascribed thereto in the Merger Agreement.
In connection with a loan to Xxxx X. Xxxxxx, the lenders have requested
that TCI execute a waiver letter in the form attached hereto with respect to
that certain Call Agreement dated as of February 9, 1998 and a waiver letter in
the form attached hereto with respect to that certain Stockholders' Agreement
dated as of February 9, 1998 (collectively, the "Xxxxxx Waiver Letters").
AT&T hereby consents to the execution of the Xxxxxx Waiver Letters. Such
consent shall not be deemed to amend, modify or waive any provision of the
Voting Agreement, dated as of June 23, 1998, as amended and restated as of
October 9, 1998, among AT&T, Xxxx X. Xxxxxx and Xxxxxx Xxxxxx.
Except as amended or modified as provided herein, the Merger Agreement is
hereby ratified, confirmed and adopted in all respects.
Page 111 of 112 Pages
If the foregoing is acceptable to you, please execute a copy of this letter
and return it to the undersigned, at which time this letter will constitute a
binding agreement between us.
Sincerely,
TELE-COMMUNICATIONS, INC.
By: /s/ Xxx X. Xxxxxxx, Xx.
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Name: Xxx X. Xxxxxxx, Xx.
Title: President
Accepted and Agreed:
AT&T CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title:
ITALY MERGER CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title:
Page 112 of 112 Pages
