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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 any 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 closing
sale price of such stock as quoted on the principal securities exchange
(including, if applicable, the NASDAQ National Market) on which such
stock is traded or (ii) if such stock is not traded on any securities
exchange, the average of the low bid price and high bid price of such
stock, as reported by NASDAQ or, if no such price is reported by NASDAQ,
as reported by any reputable successor entity, or, if there is no such
successor entity, 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
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Title: Executive Vice President
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TCI MUSIC, INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
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Title: Vice President
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THE BANK OF NEW YORK, as Rights Agent
By: /s/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
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Title: Vice President
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