Form of] MANAGEMENT AGREEMENT --------------------Management Agreement • June 18th, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
Form of] OPTION AGREEMENT ----------------Option Agreement • June 18th, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
KEARNS-TRIBUNE CORPORATION 400 TRIBUNE BUILDING SALT LAKE CITY, UTAH 84111Tele Communications Inc /Co/ • June 18th, 1997 • Telephone communications (no radiotelephone)
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, In
