John C. Malone 5619 DTC Parkway Englewood, Colorado 80111Primestar Inc • February 9th, 1998
BETWEENOption Agreement • February 9th, 1998 • Primestar Inc • Delaware
EXHIBIT 10.17 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 9th, 1998 • Primestar Inc • Delaware
CREDIT AGREEMENTCredit Agreement • April 15th, 1999 • Primestar Inc • Cable & other pay television services • New York
GUARANTEE AGREEMENT (this "Agreement"), dated as of February 6, 1998, by U S WEST MEDIA GROUP, INC., a Delaware corporation (the "Guarantor"), in favor of each of the parties listed on the --------- signature pages hereof (each a "Guaranteed Party")....Guarantee Agreement • February 9th, 1998 • Primestar Inc • New York
EXHIBIT 2.5 AGREEMENT AND PLAN OF MERGER Dated as of February 6, 1998,Agreement and Plan of Merger • February 9th, 1998 • Primestar Inc • Delaware
EMPLOYMENT AGREEMENT dated as of March 31, 1999, effective as of April 1, 1998, between PRIMESTAR, Inc., a Delaware corporation (the "Company"), and DANIEL O'BRIEN ("Executive").Employment Agreement • May 14th, 1999 • Phoenixstar Inc • Cable & other pay television services • New York
EXHIBIT 10.6 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made on and as of this ___ day of April, 1999, by and between PRIMESTAR, Inc., a Delaware corporation, as pledgor ("Pledgor"), and The Bank of New...Pledge and Security Agreement • May 14th, 1999 • Phoenixstar Inc • Cable & other pay television services
WHEREAS, each of TWE and Newhouse, together with certain other parties are parties to a Merger and Contribution Agreement dated as of February 6, 1998 (the "Restructuring Agreement"), pursuant to which the Restructuring Transaction...Voting Agreement • February 9th, 1998 • Primestar Inc • Delaware
REIMBURSEMENT AGREEMENT (this "Agreement"), dated as of [ ], --------- between PRIMESTAR, INC., a Delaware corporation (the "Company") and ------- [TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware Limited partnership ("TWE")/ COMCAST CORPORATION, a...Reimbursement Agreement • February 9th, 1998 • Primestar Inc • New York
EXHIBIT 10.2 LOCK-UP AGREEMENT This Agreement (this "Agreement" or this "Lock- up Agreement"), dated as of April ___, 1999, is made by and among PRIMESTAR, Inc., a Delaware corporation (the "Company") and each of the undersigned holders (each a...Lock-Up Agreement • May 14th, 1999 • Phoenixstar Inc • Cable & other pay television services
PRIMESTAR, INC. andPhoenixstar Inc • May 14th, 1999 • Cable & other pay television services • New York
AGREEMENT ---------Standstill Agreement • February 9th, 1998 • Primestar Inc • Delaware
EXHIBIT 10.9 SENIOR SUBORDINATED CREDIT AGREEMENTPrimestar Inc • April 15th, 1999 • Cable & other pay television services • New York
RECITALSFunding Agreement • May 14th, 1999 • Phoenixstar Inc • Cable & other pay television services • New York
AGREEMENT ---------Subscription Agreement • February 9th, 1998 • Primestar Inc • Delaware
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 1999 • Phoenixstar Inc • Cable & other pay television services
June 1997 TCI/TSAT TAX SHARING AGREEMENT ------------------------------ Dear Ladies and Gentlemen: We refer to the Tax Sharing Agreement effective July 1, 1995, as amended by the First Amendment dated as of October 1995, and the Second Amendment dated...Sharing Agreement • February 9th, 1998 • Primestar Inc
RECITALSIndemnity Agreement • May 14th, 1999 • Phoenixstar Inc • Cable & other pay television services • New York
EXHIBIT 10.14 SUBORDINATED CONVERTIBLE TERM LOAN AGREEMENT BY AND BETWEEN RESNET COMMUNICATIONS, LLCConvertible Term Loan Agreement • February 9th, 1998 • Primestar Inc • Delaware
April 9, 1999Phoenixstar Inc • May 14th, 1999 • Cable & other pay television services • Colorado
EXHIBIT 10.7 AGREEMENT dated as of January 22, 1999, among TCI SATELLITE ENTERTAINMENT, INC., a Delaware corporation ("TSAT"), PRIMESTAR, INC., a Delaware corporation ("Primestar"), the Funding Parties (as hereinafter defined) and Paragon...Agreement • May 14th, 1999 • Phoenixstar Inc • Cable & other pay television services • New York
April 13, 1999Phoenixstar Inc • May 14th, 1999 • Cable & other pay television services • Colorado
