July 23, 1997 Dr. John C. Malone Dear Dr. Malone: Reference is made to (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 18, 1997, among Tele-Communications, Inc. ("TCI"), TCI KT Merger Sub, Inc. and Kearns-Tribune...Exchange Agreement • August 4th, 1997 • Malone John C
Reference is made to (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 18, 1997, among Tele-Communications, Inc. ("TCI"), TCI KT Merger Sub, Inc. and Kearns-Tribune Corporation ("KT") and (ii) that certain letter agreement (the "Exchange Agreement"), dated as of April 18, 1997, between you and KT. Capitalized terms used herein have the meanings ascribed to such terms in the Merger Agreement.
among JOHN C. MALONE, as Borrower NATIONSBANK OF TEXAS, N.A., as Agent, TORONTO DOMINION SECURITIES (USA), INC., as Co-Agent, and THE LENDERS NAMED HEREIN, as Lenders As of July 23, 1997Revolving Credit Agreement • August 4th, 1997 • Malone John C • Texas
AGENT/SECURED PARTY: PLEDGOR(S)/DEBTOR(S): NationsBank of Texas, N.A., Agent John C. Malone 901 Main Street c/o Tele-Communications, Inc. 19th Floor Terrace Tower II Dallas, TX 75202 5619 DTC Parkway Dallas County Englewood, CO 80111 __________ County...Pledge Agreement • August 4th, 1997 • Malone John C • Texas
April 18, 1997 Dr. John C. Malone Dear Dr. Malone: In connection with transactions contemplated by the Agreement and Plan of Merger, dated as of April 18, 1997, among Kearns-Tribune Corporation ("KT"), Tele-Communications, Inc. ("TCI") and TCI KT...Merger Agreement • August 4th, 1997 • Malone John C
In connection with transactions contemplated by the Agreement and Plan of Merger, dated as of April 18, 1997, among Kearns-Tribune Corporation ("KT"), Tele-Communications, Inc. ("TCI") and TCI KT Merger Sub, Inc. (the "Merger Agreement"), you have asserted certain rights under the letter agreement, dated June 17, 1988, among you, KT and Bob Magness (the "Letter Agreement"). Without taking any position with respect to your interpretation, by our execution hereunder, we agree that immediately prior to the Effective Time (as defined in the Merger Agreement) and provided that all conditions precedent to KT's obligation to consummate the merger have been satisfied or waived, you may acquire from KT (i) all of the shares of Tele-Communications, Inc. Series B TCI Group Common Stock ("TCI Series B Stock") owned by KT in exchange for your delivery to KT of an equal number of shares of Tele-Communications, Inc. Series A TCI Group Common Stock, and (ii) all of the shares of Tele-Communications, I
