EXHIBIT 7(t)
October 9, 1998
Nationsbank, N.A., as agent (the "Agent")
for the Lenders (the "Lenders") under that
certain Revolving Credit Agreement with
Xxxx X. Xxxxxx expected to be dated as
of October 9, 1998 (the "Credit Agreement")
Ladies and Gentlemen:
Reference is made to the Stockholders' Agreement, dated as of February
9, 1998 (the "Stockholders' Agreement"), by and among Tele-Communications, Inc.
("TCI"), Xxxx X. Xxxxxx ("Xxxxxx"), Xxxxxx Xxxxxx, Xxxx Xxxxxxx, both in any
Representative Capacity and individually, Xxx Xxxxxxx, both in any
Representative Capacity and individually, The Estate of Xxx Xxxxxxx (the "Xxx
Estate") and the Estate of Xxxxx Xxxxxxx. Capitalized terms used but not
defined in this letter are intended to have the meanings assigned to them in the
Stockholders' Agreement.
We have been advised that the Lenders propose to enter into the Credit
Agreement and related loan documents (collectively, the "Loan Documents") with
Xxxxxx, subject, among other conditions, to the waiver by the undersigned of
certain provisions of the Stockholders' Agreement. We understand that pursuant
to the Credit Agreement, the Lenders from time to time may make loans or other
extensions of credit ("Advances") to Xxxxxx that will be secured by a pledge of
High Vote Shares owned by Xxxxxx and that the principal amount of Advances
outstanding at any time will not exceed $360 million. It is our understanding
that because the High Vote Shares to be pledged constitute "margin stock" for
purposes of Regulation U, it is possible that Xxxxxx will from time to time be
required to provide additional collateral for the Advances, which he may do by
pledging additional High Vote Shares. For purposes of this letter, the term
"Pledged Shares" means all High Vote Shares from time to time pledged by Xxxxxx
to secure Advances under the Credit Agreement as in effect from time to time.
We have been informed that the Loan Documents provide that upon a
foreclosure by the Lenders on the Pledged Shares in the case of a default or
event of default under the Loan Documents, the Lenders may (i) transfer all or
part of the Pledged Shares to the Lenders or the Agent or another nominee of the
Lenders, (ii) sell or otherwise transfer all or part of the Pledged Shares to
other transferees, either following or without an intermediate transfer
described in clause (i), and (iii) exercise other rights and remedies with
respect to the Pledged Shares provided for in the Loan Documents (any such case,
to "foreclose on the Pledged Shares").
Page 105 of 112 Pages
Each of the undersigned hereby confirms that he or it irrevocably
(subject to compliance by the Lenders and the Agent with the terms of this
letter) waives all provisions, if any, of the Stockholders' Agreement that would
otherwise (i) prohibit or restrict (A) the pledge by Xxxxxx of the Pledged
Shares as provided in the Loan Documents or (B) the exercise of the Lenders' and
Agent's rights to foreclose on the Pledged Shares pursuant to the Loan
Documents, or (ii) require that, following an exercise by the Lenders or the
Agent of the right to foreclose on the Pledged Shares, the Pledged Shares
continue to be subject to the Stockholders' Agreement or that the Lenders, Agent
or a purchaser at foreclosure of such Pledged Shares become a member of the
Xxxxxx Group or a party to the Stockholders' Agreement. Such waiver is based
upon our understanding that the Lenders acknowledge and agree that following the
pledge of the Pledged Shares and each and every exercise by the Lenders or the
Agent of their right to foreclose on any or all of the Pledged Shares, such
Pledged Shares shall continue to be subject to the restrictions on transfer,
voting and other provisions of the Stockholders' Agreement to the same extent
and with the same effect as if they continued to be beneficially owned solely by
Xxxxxx, other than those Pledged Shares, if any, which the Lenders (for
themselves and their successors, assigns and transferees) or Xxxxxx (on behalf
of the Lenders) tender to TCI for conversion into Low Vote Shares on a share-
for-share basis in accordance herewith. Such waiver is also based on our
understanding that the Lenders will convert only such Pledged Shares as they
deem appropriate to assure that they receive proceeds sufficient to pay the
Lenders in full the obligations secured by the Pledged Shares. Our waiver is
also based on our understanding that unless and until the Lenders foreclose on
the Pledged Shares following a default by Xxxxxx, Xxxxxx will have the
unqualified (except as provided in the Stockholders' Agreement and the Voting
Agreement referred to below) right to vote all Pledged Shares in his sole and
absolute discretion. We further understand that if, as a result of a
foreclosure on the Pledged Shares or otherwise, the Lenders, the Agent or their
nominees, successors, assigns or transferees shall become entitled to vote any
of the Pledged Shares at any time prior to their conversion into Low Vote Shares
as provided above, they shall vote such Pledged Shares (i) in the case of any
matter covered by the Voting Agreement, dated as of June 23, 1998, as amended
and restated as of October 9, 1998, among AT&T Corp., Xxxxxx, individually and
in any Representative Capacity, and Xxxxxx Xxxxxx, individually and in any
Representative Capacity, in the same manner as Xxxxxx would be required to vote
such Pledged Shares if they continued to be held by him, and (ii) in the case of
any other matter, in the manner recommended by the Board of Directors of TCI.
Please note that the Lenders are not required to tender any Pledged
Shares for conversion into Low Vote Shares, but unless such tender is made as
provided above, such Pledged Shares shall continue to be subject to the
Stockholders' Agreement as provided above. If the Lenders (or their agent or
nominee) foreclose or take any other action to enforce the security interest
represented by the pledge of any Pledged Shares, and so tender such Pledged
Shares for conversion into Low Vote Shares on a share-for-share basis, TCI will
(i) cause (subject to the following sentence) such conversion to be effected at
the close of business on the date such
Page 106 of 112 Pages
Pledged Shares are duly delivered to TCI for conversion, (ii) reasonably
cooperate with the Lenders (or their agent or nominee) in effecting such
conversion as promptly as reasonably practicable, (iii) comply with Section
6.4(b) of the Stockholders' Agreement, with the understanding that the Low Vote
Shares into which such Pledged Shares are converted satisfy the conditions of
Section 6.4(b) for removal of legends as contemplated by Section 6.4(b), and
(iv) otherwise reasonably cooperate with the transfer of the Low Vote Shares
into which such Pledged Shares are converted free of restriction by the Xxxxxx
Call Agreement and the Stockholders' Agreement. TCI's obligations under clause
(i) above are subject to (x) such Pledged Shares being duly delivered to TCI for
conversion in accordance with the provisions of Article IV, Section E.2(a) of
TCI's Certificate of Incorporation (as amended to such date) (the "TCI
Charter"), (y) the Lenders and the Agent reasonably cooperating with TCI in
connection with such conversion, and (z) no court of competent jurisdiction
having enjoined such conversion. For purposes of this letter, the requirements
of Article IV, Section E.2(a) of the TCI Charter will be deemed satisfied upon
proper delivery of certificates representing the Pledged Shares to be so
converted to TCI at its office at 0000 XXX Xxxxxxx, Xxxxxxxxx, XX 00000,
Attention: General Counsel (or such other address as TCI may notify the Lenders
and the Agent), accompanied by a duly executed Stock Power and Notice of
Conversion (copies of the forms of which are attached hereto).
This waiver will automatically terminate if the Lenders, the Agent or
their respective successors, assigns or transferees act in any manner or take
any position in any litigation that is inconsistent with the terms of this
letter.
Page 107 of 112 Pages
This waiver does not, expressly or by implication, amend or modify the
terms of the Stockholders' Agreement, which shall continue in full force and
effect as written, nor obligate any of the undersigned to give any further or
additional consent or waiver in the future.
Very truly yours,
TELE-COMMUNICATIONS, INC. ESTATE OF XXX XXXXXXX
By:/s/ Xxxxxxx X. Xxxxx By:/s/ Xxx Xxxxxxx
-------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxx Xxx Xxxxxxx, Personal
Title:Senior Vice President and Representative
Secretary
By:/s/ Xxxx Xxxxxxx
------------------------------
Xxxx Xxxxxxx, Personal
Representative
/s/ Xxx Xxxxxxx
----------------------------------
Xxx Xxxxxxx, individually and as
Trustee of the Xxxxxxx Family
Irrevocable Trusts and the Xxxxxxx
Issue GST Trusts
/s/ Xxxx Xxxxxxx
----------------------------------
Xxxx Xxxxxxx, individually and as
Trustee of the Xxxxxxx Family
Irrevocable Trusts and the Xxxxxxx
Issue GST Trusts
ESTATE OF XXXXX XXXXXXX
By:/s/ Xxx Xxxxxxx
-------------------------------
Xxx Xxxxxxx, Personal
Representative
Page 108 of 112 Pages
FORM OF STOCK POWER
-------------------
FOR VALUE RECEIVED, [______________________] hereby sells, assigns and
transfer to [________________________], ___________________________________
(_________________________________) shares of the Series B TCI Group Common
Stock of Tele-Communications, Inc. (the "Company") standing in
[_______________________]'s name on the books of the Company represented by
Certificate No.(s) ___________________________________ and do irrevocably
constitute and appoint The Bank of New York as attorney to transfer said stock
on the books of the Company with full power of substitution in the premises.
Dated:
________________________________
[_________________]
Page 109 of 112 Pages
FORM OF NOTICE OF CONVERSION
----------------------------
The undersigned holder of shares of Series B TCI Group Common Stock hereby
delivers to Tele-Communications, Inc. ("TCI") certificates representing
_____________________ shares of Series B TCI Group Common Stock, duly endorsed
for transfer or accompanied by duly executed stock powers, and requests that TCI
convert _________________ shares of Series B TCI Group Common Stock into an
equal number of shares of Series A TCI Group Common Stock and deliver
certificates representing such shares of Series A TCI Group Common Stock
together with certificates representing the shares of Series B TCI Group Common
Stock for which conversion has not been so requested, to the undersigned at the
address specified below.
__________________________________
[Name of Holder]
[Address]
Page 110 of 112 Pages
