AndStock Purchase Agreement • September 25th, 1998 • Golden Sky Systems Inc • Massachusetts
1 Exhibit 2.3 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services • Montana
ASSET PURCHASE AGREEMENT BY AND BETWEEN GOLDEN SKY SYSTEMS, INC. AND VOLCANO VISION, INC. DATED AS OF JULY 10, 1998Asset Purchase Agreement • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services • Missouri
1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made and entered into as of the 3rd day of November, 1997 by and between Golden Sky Systems, Inc., a Delaware corporation (the "Company"), and William J. Gerski (the "Executive"). WHEREAS, the...Employment Agreement • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services • Missouri
1 Exhibit 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services • Texas
1 Exhibit 10.2 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 25th, 1998 • Golden Sky Systems Inc • New York
1 Exhibit 10.1 GOLDEN SKY SYSTEMS, INC. PURCHASE AGREEMENTPurchase Agreement • September 25th, 1998 • Golden Sky Systems Inc • New York
Fiscal Quarter Ended Percentage -------------------- ---------- December 31, 1999 18.0% March 31, 2000 19.0% June 30, 2000 19.0% September 30, 2000 18.0% December 31, 2000 18.0% March 31, 2001 and thereafter 12.0%"Credit Agreement • March 20th, 2000 • Golden Sky Systems Inc • Cable & other pay television services • New York
1 EXHIBIT 10.9 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made and entered into as of the 3rd day of November, 1997 by and between Golden Sky Systems, Inc., a Delaware corporation (the "Company"), and Laquita Allen (the "Executive"); WHEREAS, the...Employment Agreement • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services • Missouri
1 EXHIBIT 10.10 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made and entered into as of the 24th day of August, 1998 by and between Golden Sky Systems, Inc., a Delaware corporation (the "Company"), and John R. Hager (the "Executive"); WHEREAS, the...Employment Agreement • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services • Missouri
By and AmongStockholders' Agreement • September 25th, 1998 • Golden Sky Systems Inc • Delaware
INDENTUREIndenture • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services • New York
EXHIBIT 10.18 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT made and entered into as of the 1st day of February, 1999 by and between Golden Sky Systems, Inc., a Delaware corporation (the "Company"), and Scott Brown (the "Executive")....Employment Agreement • March 20th, 2000 • Golden Sky Systems Inc • Cable & other pay television services • Missouri
1 Exhibit 99.4 GOLDEN SKY HOLDINGS, INC. 178,075 Shares of Series B Convertible Participating Preferred Stock STOCK PURCHASE AGREEMENT Dated as of November 24, 1997 Golden Sky Holdings, Inc. Stock Purchase Agreement Dated as of November 24, 1997Stock Purchase Agreement • September 25th, 1998 • Golden Sky Systems Inc • New York
W I T N E S S E T H: - - - - - - - - - -Credit Agreement • March 20th, 2000 • Golden Sky Systems Inc • Cable & other pay television services • New York
Exhibit 10.16 Exchange Agency Agreement November 24, 1998 State Street Bank and Trust Company of Missouri, N.A. Corporate Trust Department 211 North Broadway, Suite 3900 St. Louis, MO 63102 Ladies and Gentlemen: Golden Sky Systems, Inc., a Delaware...Exchange Agency Agreement • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services • Missouri
1 Exhibit 4.5 ACCOUNT CONTROL AGREEMENT THIS ACCOUNT CONTROL AGREEMENT, dated as of JULY 31, 1998 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), is by and among Golden Sky Systems, Inc., a Delaware...Account Control Agreement • September 25th, 1998 • Golden Sky Systems Inc • Massachusetts
EXHIBIT 10.19 GOLDEN SKY SYSTEMS, INC. NON-COMPETITION AGREEMENT ------------------------- Employee Name: Scott Brown Date: February 1, 1999 In consideration of my employment by Golden Sky Systems, Inc. (the "Company"), I, Scott Brown, hereby agree...Non-Competition Agreement • March 20th, 2000 • Golden Sky Systems Inc • Cable & other pay television services • Missouri
1 Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of July 31, 1998Registration Rights Agreement • September 25th, 1998 • Golden Sky Systems Inc • New York
1 EXHIBIT 10.13 GOLDEN SKY SYSTEMS, INC. NON-COMPETITION AGREEMENT Employee Name: John R. Hager Date: August 24, 1998 In consideration of my employment by Golden Sky Systems, Inc. (the "Company"), I, the above-named Employee, hereby agree with the...Golden Sky Systems Inc • December 1st, 1998 • Cable & other pay television services • Missouri
1 EXHIBIT 10.11 GOLDEN SKY SYSTEMS, INC. NON-COMPETITION AGREEMENT Employee Name: Rodney A. Weary Date: January 14, 1997 In consideration of my employment by Golden Sky Systems, Inc. (the "Company"), I, the above-named Employee, hereby agree with the...Competition Agreement • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services • Missouri
EXHIBIT 10.20 GOLDEN SKY SYSTEMS, INC. NON-COMPETITION AGREEMENT ------------------------- Employee Name: William J. Gerski Date: November 3, 1997 In consideration of my employment by Golden Sky Systems, Inc. (the "Company"), I, the above-named...Non-Competition Agreement • March 20th, 2000 • Golden Sky Systems Inc • Cable & other pay television services • Missouri
1 Exhibit 4.4 ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement"), dated as of July 31, 1998, is entered into by and among State Street Bank and Trust Company of Missouri, N.A., as escrow agent (in such capacity, the "Escrow Agent"), State...Escrow Agreement • September 25th, 1998 • Golden Sky Systems Inc • New York
1 EXHIBIT 10.14 DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement is made and entered into this 12th day of February, 1997 (the "Agreement"), by and between Golden Sky Systems, Inc., a Delaware corporation (together with any successor...Director Indemnification Agreement • December 1st, 1998 • Golden Sky Systems Inc • Cable & other pay television services
FORM OF NRTC/MEMBER AGREEMENT FOR MARKETING AND DISTRIBUTION OF DBS SERVICESMember Agreement • September 25th, 1998 • Golden Sky Systems Inc • District of Columbia
