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PRIMESTAR, INC.
Issuer
$200,000,000
10 7/8% Senior Subordinated Notes
due February 15, 2007
FIRST SUPPLEMENTAL INDENTURE
Dated as of March __, 1998
THE BANK OF NEW YORK,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March __, 1998, between
PRIMESTAR, Inc., a Delaware corporation ("New PRIMESTAR"), and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "Trustee").
Intending to be legally bound hereby, each of the parties agrees as
follows for the benefit of the other parties and for the equal and ratable
benefit of Holders of TCI Satellite's 10% Senior Subordinated Notes due
February 15, 2007 (the "Securities"):
WHEREAS, TCI Satellite, Inc., a Delaware corporation ("TCI
Satellite"), and the Trustee are parties to that certain Indenture, dated as of
February 20, 1997 (the "Indenture"), pursuant to which the Securities were
issued; and
WHEREAS, TCI Satellite and New PRIMESTAR have entered into an Asset
Transfer Agreement, dated as of February 6, 1998, pursuant to which, among other
things, the TCI Satellite shall transfer substantially all of its assets to New
PRIMESTAR (the "Asset Transfer"); and
WHEREAS, New PRIMESTAR now elects to assume all of the obligations of
TCI Satellite arising under the Indenture and the Securities, including, without
limitation, the due and punctual payment of all principal of, premium, if any,
interest on, and the performance and observance of every covenant of the
Indenture; and
WHEREAS, Section 5.01 of the Indenture provides that TCI Satellite
shall not consolidate with, merge with or into or sell, convey, assign,
transfer, lease or otherwise dispose of all or substantially all of its assets
to any entity in a single transaction or series of related
transactions, unless (i) the Surviving Company (if other than TCI Satellite) is
a corporation organized and validly existing under the laws of the United States
of America or any State thereof or the District of Columbia, (ii) the Surviving
Company expressly assumes, by a supplemental indenture, executed and delivered
to the Trustee, in a form satisfactory to the Trustee, the due and punctual
payment of the principal of, premium, if any, and interest on all the Securities
and the performance and observance of every covenant of the Indenture to be
performed or observed on the part of TCI Satellite, (iii) immediately after
giving effect to such transaction, no Default or no Event of Default shall have
occurred and be continuing and (iv) immediately after giving effect to any such
transaction involving the Incurrence by TCI Satellite or any Restricted
Subsidiary, directly or indirectly, of additional Indebtedness (and treating any
Indebtedness not previously an obligation of TCI Satellite or any Restricted
Subsidiary in connection with or as a result of such transaction as having been
Incurred at the time of such transaction), the Surviving Person could Incur, on
a pro forma basis after giving effect to such transaction as if it had occurred
at the beginning of the latest fiscal quarter for which consolidated financial
statements of TCI Satellite are available, at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under the Debt to Operating
Cash Flow Ratio of the first paragraph of Section 4.04 of the Indenture; and
WHEREAS, Section 5.02 of the Indenture provides that upon any
consolidation or merger, or any sale, lease or transfer of all or substantially
all of the assets of TCI Satellite, the successor person formed by such
consolidation or into which TCI Satellite is merged or the person to which such
sale, lease or transfer is made shall succeed to, and be substituted for, and
may exercise every right and power of TCI Satellite under the Indenture with the
same effect as if such
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successor had been named as an Issuer under the Indenture, and TCI Satellite
shall be discharged from its Obligations under the Indenture; and
WHEREAS, in accordance with the requirements of Section 5.01, New
PRIMESTAR is a corporation organized and existing under the laws of the State of
Delaware, immediately after giving effect to the transaction, no Default and no
Event of Default has occurred and is continuing and all of the other conditions
precedent set forth in Section 5.01 have been satisfied with respect to the
Asset Transfer; and
WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the definitions ascribed to such terms in the Indenture;
NOW, THEREFORE, in consideration of these premises and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, New PRIMESTAR agrees as follows for the benefit of the Trustee and
the Holders of the Securities, and hereby amends and supplements the Indenture
as follows:
1. In accordance with the provisions of Article Five of the
Indenture, New PRIMESTAR hereby assumes all of the Obligations of TCI Satellite
as an Issuer under the Indenture and under the Securities, including, without
limitation, TCI Satellite's obligation to make the due and punctual payment of
all principal of, premium, if any, interest on, and fees with respect to, the
Securities, and the term "Issuer" in the Indenture shall mean New PRIMESTAR.
2. Upon the execution and delivery of this First Supplemental
Indenture, the Indenture shall be modified to reflect the substitution of New
PRIMESTAR for TCI Satellite as the Issuer under the Indenture in accordance
herewith, and this First Supplemental Indenture shall
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form a part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereinafter authenticated and delivered hereunder shall be bound
by the Indenture, as so modified.
3. Except to the extent amended by or inconsistent with this First
Supplemental Indenture, New PRIMESTAR, as the Issuer, and the Trustee hereby
ratify and reconfirm the Indenture in its entirety.
4. This First Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
5. The Trustee shall be authorized to place on the face or reverse
side of each certificate representing the Securities the following legend, which
legend may be imprinted on the certificates or set forth thereon by sticker,
stamp or otherwise:
"Effective March ___, 1998, PRIMESTAR, Inc., a Delaware corporation,
assumed all obligations of TCI Satellite, Inc. under the 10 % Senior
Subordinated Notes due February 15, 1998 of TCI Satellite, Inc."
6. The laws of the State of New York shall govern the construction
and interpretation of this First Supplemental Indenture, without regard to any
otherwise applicable principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto executed this First
Supplemental Indenture as of the date first above written.
PRIMESTAR, INC.
Attest:
By:
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Name: Name:
Title: Secretary Title:
THE BANK OF NEW YORK, as Trustee
Attest:
By:
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Name: Name:
Title: Title:
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