June 11, 1997 Gentlemen and Ladies: This Letter and the attached Summary of Business Terms for the PRIMESTAR Partners Roll-Up set forth the principal terms and conditions upon which the undersigned parties (collectively, the "Parties" and each...Tci Satellite Entertainment Inc • July 1st, 1997 • Cable & other pay television services
EXHIBIT 4.6 SENIOR SUBORDINATED DISCOUNT NOTES REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • New York
ARTICLE I DEFINITIONSStock Purchase Agreement • September 27th, 2001 • Liberty Satellite & Technology Inc • Cable & other pay television services • Colorado
AGREEMENT ---------Option Agreement • October 29th, 1996 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
EXHIBIT 10.14 DLJ CAYMAN ISLANDS LDC P.O. Box 707, West Bay Road Grand Cayman B.W.I. AMENDED AND RESTATED LOAN AGREEMENT This LOAN AGREEMENT is amended and restated as of November 3, 2000, by and between LIBERTY PCS TRUST (the "BORROWER") and DLJ...Loan Agreement • April 4th, 2002 • Liberty Satellite & Technology Inc • Cable & other pay television services • New York
AGREEMENT ---------Stockholders' Agreement • October 29th, 1996 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
RECITALS A. TCI owns all the issued and outstanding capital stock of TCISE ("TCISE Stock"). TCI intends to distribute (the "Distribution") the TCISE Stock to the holders of its Tele-Communications, Inc. Series A TCI Group Common Stock and...Share Purchase Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services
EXHIBIT 10.2 INDEMNIFICATION AGREEMENT -------------------------Indemnification Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • Colorado
OFOperating Agreement • June 26th, 2000 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
EXHIBIT 10.28 U.S. $750,000,000 CREDIT AGREEMENT,Credit Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • New York
EXHIBIT 10.1 1997 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN OF TCI SATELLITE ENTERTAINMENT, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT ("Agreement") is made as of February 3, 1997, by and between TCI SATELLITE ENTERTAINMENT, INC., a...Non-Qualified Stock Option Agreement • August 12th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
EXHIBIT 10.26 CONFIDENTIAL SETTLEMENT MATERIAL MASTER AGREEMENT REGARDING RESTRUCTURING OF ASTROLINK INTERNATIONAL LLCMaster Agreement • March 28th, 2003 • Liberty Satellite & Technology Inc • Cable & other pay television services • New York
AGREEMENT ---------Subscription Agreement • October 29th, 1996 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
EXHIBIT 10.27 CONFIDENTIAL SETTLEMENT MATERIAL CONTRIBUTION AGREEMENTContribution Agreement • March 28th, 2003 • Liberty Satellite & Technology Inc • Cable & other pay television services
TERMINATION AGREEMENTTermination Agreement • September 27th, 2001 • Liberty Satellite & Technology Inc • Cable & other pay television services • Colorado
INDENTURETci Satellite Entertainment Inc • March 28th, 1997 • Cable & other pay television services • New York
EXHIBIT 10.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made on and as of this 28th day of April, 1999, by and among TCI Satellite Entertainment, Inc., a Delaware corporation, as pledgor ("Pledgor"),...Pledge and Security Agreement • May 14th, 1999 • Tci Satellite Entertainment Inc • Cable & other pay television services
PURCHASE AGREEMENTPurchase Agreement • August 22nd, 2001 • Liberty Satellite & Technology Inc • Cable & other pay television services • Delaware
THIS AGREEMENT ("Agreement") is made as of the 4th day of December, --- 1996, by and between TCI SATELLITE ENTERTAINMENT, INC., a Delaware corporation (the "Company"), and David P. Beddow ("Grantee"). Prior to the date hereof the Company has been a...Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
FORM OF CREDIT AGREEMENTCredit Agreement • October 29th, 1996 • Tci Satellite Entertainment Inc • Cable & other pay television services • Colorado
EXHIBIT 10.36 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • Colorado
EXHIBIT 10.3 TCI SATELLITE ENTERTAINMENT, INC. 1996 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT ("Agreement") is made as of the 3rd day of February, 1997 (the "Grant Date"), by and between TCI SATELLITE ENTERTAINMENT, INC., a...Restricted Stock Award Agreement • August 12th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
BY AND AMONGAsset Purchase Agreement • February 1st, 1999 • Tci Satellite Entertainment Inc • Cable & other pay television services • New York
RECITALSOption Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services
EXHIBIT 10.35 SECOND AMENDMENT TO TAX SHARING AGREEMENT This Second Amendment to the Tax Sharing Agreement dated as of December 3, 1996, by and among Tele- Communications, Inc., a Delaware corporation ("TCI"), Liberty Media Corporation, a Delaware...Tax Sharing Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services
amongAsset Purchase Agreement • February 1st, 1999 • Tci Satellite Entertainment Inc • Cable & other pay television services • New York
AGREEMENT ---------Standstill Agreement • October 29th, 1996 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
RECITALSTransition Services Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • Colorado
EXHIBIT 10.4 FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT -------------------------------------------- This First Amendment to Indemnification Agreement (the "Amendment Agreement") is dated as of December 31, 1997, and is between TCI Satellite...Indemnification Agreement • March 30th, 1998 • Tci Satellite Entertainment Inc • Cable & other pay television services • Colorado
EXHIBIT 10.2 FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT -------------------------------------------- This First Amendment to Indemnification Agreement (the "Amendment Agreement") is dated as of December 31, 1997, and is between TCI Satellite...Indemnification Agreement • March 30th, 1998 • Tci Satellite Entertainment Inc • Cable & other pay television services
EXHIBIT 2.1 ----------- REORGANIZATION AGREEMENTReorganization Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • Oklahoma
TOConfidentiality Agreement • November 8th, 1996 • Tci Satellite Entertainment Inc • Cable & other pay television services • New York
AMENDMENT OF LIMITED PARTNERSHIP AGREEMENT OF PRIMESTAR PARTNERS L.P.Tci Satellite Entertainment Inc • October 29th, 1996 • Cable & other pay television services • Delaware
THIS AGREEMENT ("Agreement") is made as of the 4th day of December, 1996, --- by and between TCI SATELLITE ENTERTAINMENT, INC., a Delaware corporation (the "Company"), and Larry E. Romrell ("Grantee"). Prior to the date hereof the Company has been a...Agreement • March 28th, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
EXHIBIT 2.2 ASSET ACQUISITION AGREEMENT AGREEMENT dated as of June 11, 1997 (this "Agreement"), by and among The News Corporation Limited, a South Australia corporation ("News"), MCI Telecommunications Corporation, a Delaware corporation ("MCI"),...Asset Acquisition Agreement • July 1st, 1997 • Tci Satellite Entertainment Inc • Cable & other pay television services • New York
