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EXHIBIT 7(B)
XXXX X. XXXXXX
[Home Address]
June 16, 1997
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx,
as Personal Representatives
of the Estate of Xxx Xxxxxxx
Deceased
c/o Holme Xxxxxxx & Xxxx LLP
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
I understand that the Estate of Xxx Xxxxxxx, Deceased (the
"Estate"), is proposing to enter into (i) a Stock Purchase Agreement, to be
dated the date hereof (the "Merrill Agreement"), with Xxxxxxx Xxxxx, Pierce,
Fenner, & Xxxxx Incorporated ("Merrill") and (ii) a Stock Purchase Agreement,
to be dated the date hereof (the "Xxxxxx Agreement"), with LB I Group Inc.
("Xxxxxx"). Pursuant and subject to the terms of the Xxxxxxx Agreement and the
Xxxxxx Agreement, you propose to sell, on behalf and for the benefit of the
Estate, an aggregate of 32,068,589 shares of Tele-Communications, Inc. Series
A TCI Group Common Stock ("Series A TCI Group Stock") to Xxxxxxx and Xxxxxx. I
further understand that 30,545,864 of the aggregate number of shares of Series
A TCI Group Stock to be delivered under the Xxxxxxx Agreement and the Xxxxxx
Agreement will be obtained pursuant to the terms of an Exchange Agreement, to
be dated the date hereof, between the Estate and Tele-Communications, Inc.
("TCI"). Under the Exchange Agreement, 30,545,864 shares of
Tele-Communications, Inc. Series B TCI Group Common Stock ("Series B TCI Group
Stock") owned by the Estate will be exchanged with TCI for an equal number of
newly issued shares of Series A TCI Group Stock (the "Exchange").
I hereby waive any and all rights that I have with respect to
the foregoing transactions, including the Exchange, under that certain letter
agreement, dated June 17, 1988, among Xxx Xxxxxxx, Xxxxxx-Tribune Corporation
and me.
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In the event the Exchange Agreement is terminated prior to
consummation of the transactions contemplated thereby, this letter shall become
void and of no force or effect.
Very truly yours,
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
