EXHIBIT 10.4
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of April 28,
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1999 by and among PRIMESTAR, Inc., a Delaware corporation (the "Company"), each
other party whose name is set forth on the signature pages hereof beneath the
heading "Holder" (each a "Holder" and collectively, the "Holders"), and, if
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other than the Company, the issuer of the SARs whose name is set forth on the
signature pages hereof beneath the heading "Issuer" (if applicable, the
"Issuer", provided that if no such entity is a party to this Agreement,
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references herein to the Issuer shall be deemed references to the Company) .
WHEREAS, the Issuer has agreed to grant to each Holder certain share
appreciation rights (the "SARs") pursuant to those certain Share Appreciation
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Rights Agreements dated as of the date hereof (the "SAR Agreements") between
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each respective Holder and the Issuer, evidencing such Holder's right to receive
certain payments upon an increase in the value of the Class H Common Stock, par
value $0.10 per share, of General Motors Corporation (the "GMH Stock"). The
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SARs are "restricted securities" (as defined in Rule 144 under the Securities
Act), and the Issuer has agreed to provide the registration rights set forth
herein, which rights shall be effective as of the issuance of the SARs (the
"Closing").
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NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, the parties hereto agree as
follows (capitalized terms used herein but not defined herein shall have the
meanings ascribed to such terms in the SAR Agreements):
1. Certain Definitions. As used in this Agreement, the following
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terms shall have the corresponding meanings:
Best Efforts: With respect to any undertaking by the Issuer hereunder,
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the best efforts of the Issuer with respect to such undertaking at the time
thereof, taking into account all relevant circumstances, provided, however, that
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the Issuer shall not be required to do any of the following: (i) dispose of any
of its assets; (ii) hold any of its assets separately from any other assets;
(iii) modify its capital structure; (iv) agree to the appointment of any trustee
or receiver; (v) qualify to do business in any jurisdiction in which it would
not otherwise be required to qualify; or (vi) agree to amend any provision of,
or waive any right of the Issuer under, any of the Lock-up Agreement, the
Funding Agreement, the Pledge and Security Agreement, any SAR Agreement or this
Agreement.
Commission: The Securities and Exchange Commission, or any other
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Federal agency at the time administering the Securities Act or the Exchange Act.
Exchange Act: The Securities and Exchange Act of 1934, as amended, or
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any successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, as they each may, from time to time, be in effect.
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Prospectus: The prospectus included in the Registration Statement as
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of the date it becomes effective under the Securities Act and, in the case of
references to the Prospectus as of a date subsequent to the effective date of
the Registration Statement, as amended or supplemented as of such date,
including all documents incorporated by reference therein, as amended, and each
prospectus supplement relating to the offering and sale of any of the
Registrable Securities.
Registrable Securities: All of the SARs issued to Holders pursuant to
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the SAR Agreements. Any Registrable Security will cease to be a Registrable
Security when (i) a registration statement covering such Registrable Security
has been declared effective by the Commission and such Registrable Security has
been disposed of pursuant to such effective registration statement, (ii) such
Registrable Security is no longer held by a Holder or any permitted transferee
of such Holder or (iii) all of the SARs then held by a Holder and/or its
permitted transferees could be sold without registration in a single transaction
pursuant to Rule 144 under the Securities Act.
Registration Statement: A registration statement of the Issuer on any
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form (to be selected by the Issuer) for which the Issuer then qualifies and
which permits the secondary resale thereunder of the number of Registrable
Securities required pursuant to this Agreement to be included therein. The term
"Registration Statement" shall also include all exhibits and financial
statements and schedules and documents incorporated by reference in such
Registration Statement when it becomes effective under the Securities Act, and
in the case of the references to the Registration Statement as of a date
subsequent to the effective date, as amended or supplemented as of such date.
Securities Act: The Securities Act of 1933, as amended, or any
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successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, as they each may, from time to time, be in effect.
2. Shelf Registration.
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(a) As promptly as possible, but in any event no later than thirty
days after the Closing, the Issuer shall prepare and file with the Commission a
Registration Statement with respect to the offering and sale of the Registrable
Securities by the Holders on a delayed or continuous basis pursuant to Rule 415
under the Securities Act (such Registration Statement, a "Shelf Registration
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Statement"). The Issuer shall use its Best Efforts to cause the Shelf
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Registration Statement to become effective as soon as practicable after the
filing thereof.
(b) The Issuer will use its Best Efforts to cause the Shelf
Registration Statement to remain effective, and to file promptly with the
Commission such amendments and supplements as may be necessary to keep the
Prospectus current and in compliance with the Securities Act until the sooner to
occur of the Determination Date and the sale of all of the Registrable
Securities covered by such Shelf Registration Statement. Notwithstanding the
foregoing, the Issuer shall not be required to keep any Shelf Registration
Statement effective if there are no Registrable Securities outstanding.
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(c) The Issuer shall notify the Holders (A) when a Shelf Registration
Statement becomes effective; (B) when the filing of a post-effective amendment
to a Shelf Registration Statement or supplement to the Prospectus is required,
when the same is filed, and in the case of a post-effective amendment, when the
same becomes effective; (C) of any request by the Commission for any amendment
of, or supplement to, a Shelf Registration Statement or any Prospectus relating
thereto or for additional information, and (D) of the entry of any stop order
suspending the effectiveness of such Shelf Registration Statement or of the
initiation of any proceedings for that purpose. The Issuer shall furnish to
each Holder a conformed copy of the Shelf Registration Statement as declared
effective by the Commission and of each post-effective amendment thereto, and
such number of copies of the final Prospectus and of each post-effective
amendment or supplement thereto as may reasonably be required to facilitate the
distribution of the Registrable Securities.
(d) The Shelf Registration Statement shall be prepared by the Issuer
in accordance with the Securities Act and the rules and regulations promulgated
thereunder. The section of the Shelf Registration Statement entitled "Selling
Stockholders" shall be prepared in accordance with the requirements of Item 507
of Regulation S-K promulgated by the Commission under the Securities Act
("Regulation S-K") and shall be based upon the information provided by each
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Holder to the Issuer pursuant to Section 4(a). The section of the Shelf
Registration Statement entitled "Plan of Distribution" shall be prepared in
accordance with the requirements of Item 508 of Regulation S-K, shall be based
upon the information provided by each Holder to the Issuer pursuant to Section
4(a), except that the Plan of Distribution shall not permit any underwritten
public offering of the Registrable Securities unless Holders in the aggregate of
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more than fifty percent (50%) of the Registrable Securities elect to undertake
such an underwritten public offering, in which case there shall be permitted
under this Registration Rights Agreement and the Shelf Registration Statement
contemplated hereby a single underwritten public offering of Registrable
Securities.
(e) Promptly, and in any event within fifteen days, after having been
notified by a Holder of such Holder's intention to distribute Registrable
Securities in a manner contemplated by the Shelf Registration Statement in the
section entitled "Plan of Distribution" and after having received the
information required to be delivered to the Issuer by such Holder as provided in
Section 4(c), the Issuer will, if necessary, (i) prepare a supplement to the
Prospectus based upon the information so provided and file the same with the
Commission pursuant to Rule 424(b) under the Securities Act and (ii) register or
qualify the Registrable Securities to be sold under the securities or blue sky
laws of such jurisdictions in the United States as such Holder shall reasonably
request; provided, however, that the Issuer shall in no event be required to
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qualify to do business as a foreign corporation or as a dealer in any
jurisdiction where it is not so qualified, to conform its capitalization or the
composition of its assets at the time to the securities or blue sky laws of any
such jurisdiction, to execute or file any general consent to service of process
under the laws of any jurisdiction, to take any action that would subject it to
service of process in suits other than those arising out of the offer and sale
of Registrable Securities, or to subject itself to taxation in any jurisdiction
where it has not theretofore done so.
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3. Expenses of Registration. All expenses in connection with a Shelf
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Registration Statement, any qualification or compliance with federal or state
laws required in connection therewith, and the distribution of the Registrable
Securities shall, as between each Holder and the Issuer, be borne as follows:
(a) The Issuer shall pay and be responsible for the registration fee
payable under the Securities Act, blue sky fees and expenses, if applicable, and
all fees and disbursements of the Issuer's counsel and accountants. The Issuer
will not engage the services of a printer with respect to the Shelf Registration
Statement or the Prospectus, but will arrange for the photocopying thereof and
bear the photocopying costs.
(b) Each Holder shall pay all fees and disbursements of its own
counsel and advisers, all stock transfer fees (including the cost of all
transfer tax stamps) or expenses, if any, and all other expenses (including
brokerage discounts, commissions and fees) related to the distribution of the
Registrable Securities owned by such Holder that have not expressly been assumed
by the Issuer as set forth above.
4. Holders' Covenants Regarding the Registrable Securities. Each
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Holder, severally and not jointly, covenants and agrees with the Issuer that:
(a) Holder will cooperate with the Issuer in connection with the
preparation of the Shelf Registration Statement, and for so long as the Issuer
is obligated to keep the Shelf Registration Statement effective, Holder will
provide to the Issuer, in writing, for use in the Shelf Registration Statement,
all information regarding Holder, its plan of distribution of the Registrable
Securities and such other information as may be necessary to enable the Issuer
to prepare the Registration Statement and Prospectus covering the Registrable
Securities and to maintain the currency and effectiveness thereof.
(b) During such time as Holder may be engaged in a distribution of the
Registrable Securities, Holder will comply with Regulation M promulgated under
the Exchange Act and pursuant thereto will, among other things: (i) not engage
in any stabilization activity in connection with the securities of the Issuer in
contravention of such Regulation; (ii) distribute the Registrable Securities
owned by Holder solely in the manner described in the Registration Statement;
(iii) cause to be furnished to each agent or broker-dealer to or through whom
the Registrable Securities may be offered, or to the offeree if an offer is made
directly by Holder, such copies of the Prospectus (as amended and supplemented
to such date) and documents incorporated by reference therein as may be required
by such agent, broker-dealer or offeree; and (iv) not bid for or purchase any
securities of the Issuer or attempt to induce any person to purchase any
securities of the Issuer in contravention of the Exchange Act.
(c) With respect to any distribution pursuant to the Shelf
Registration Statement, at least ten (10) days prior to any distribution of the
Registrable Securities, Holder will advise the Issuer in writing of the dates on
which the distribution will commence and terminate, the
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number and type of the Registrable Securities to be sold, the terms and the
manner of sale (including, to the extent applicable, the purchase price, the
name of any agent or broker-dealer to or through whom such distribution is being
made, and the amount of any selling commissions or other items constituting
compensation to such agent or broker-dealer) and the number of Registrable
Securities that will be owned beneficially by Holder after giving effect to such
sale.
(d) If the Issuer gives Holder written notice that the filing by the
Issuer of a post-effective amendment to a Shelf Registration Statement,
supplement to the Prospectus, or a current report on Form 8-K is required to
permit the continued distribution of Registrable Securities under the Shelf
Registration Statement without violation of any applicable securities laws or
regulations, then Holder will forthwith discontinue disposition of Registrable
Securities pursuant to the Shelf Registration Statement, provided that the
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Issuer shall file such post-effective amendment to such Shelf Registration
Statement, supplement to the Prospectus and/or current report on Form 8-K within
five business days thereafter and, in the case of a post-effective amendment to
the Shelf Registration Statement, shall notify Holder at such time as such post-
effective amendment becomes effective. If the Issuer gives Holder written
notice of the entry of a stop order suspending the effectiveness of a Shelf
Registration Statement, Holder will forthwith discontinue disposition of
Registrable Securities pursuant to such Shelf Registration Statement until
notified in writing by the Issuer that such stop order has been rescinded. If
so directed by the Issuer, each Holder will deliver to the Issuer, at the
Issuer's expense, all copies of the most recent Shelf Registration Statement,
preliminary Prospectus, Prospectus or post-effective amendment or supplement
thereto covering any Registrable Securities in such Holder's possession at the
time of Holder's receipt of any notice contemplated by this Section 4(d).
(e) Holder acknowledges that neither General Motors Corporation nor
▇▇▇▇▇▇ Electronics Corporation nor any of their respective subsidiaries or
affiliates (collectively, the "GM Parties") is a party to this Agreement and
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that neither Holder nor the Issuer has any right to require the GM Parties or
the applicable Covered Share Issuer to provide any information in connection
with the Shelf Registration Statement or the Prospectus included therein or
otherwise to assist the Issuer in complying with its obligations under this
Agreement. Holder further acknowledges that the Issuer shall have no liability
to Holder for any failure of the Shelf Registration Statement to become
effective to the extent that such failure to become effective is attributable to
the failure by any GM Party or the applicable Covered Share Issuer to provide
information required by law or otherwise cooperate in connection with the
preparation of the Shelf Registration Statement or the Prospectus included
therein.
5. Indemnification.
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(a) The Issuer and the Company, jointly and severally, agree to
indemnify and hold harmless each Holder, its directors and officers, if any,
each person, if any, who controls such Holder within the meaning of either the
Securities Act or the Exchange Act and any agent, employee, professional
advisor, broker-dealer or underwriter engaged by such Holder (the "Issuer
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Indemnified Parties") from and against any losses, claims, damages or
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liabilities, joint or
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several, to which such Issuer Indemnified Parties may become subject, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof) are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Shelf Registration Statement or the Prospectus, or any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and, subject to
Section 5(c), the Issuer and the Company, jointly and severally, agree to
reimburse each Issuer Indemnified Party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any such
loss, claim, damage or liability; provided, however, that neither the Issuer nor
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the Company will indemnify or hold harmless any Issuer Indemnified Party from or
against any such loss, claim, damage, liability or expense if the untrue
statement, omission or allegation thereof upon which such losses, claims,
damages, liabilities or expenses are based (x) was made in reliance upon and in
conformity with written information provided by any Issuer Indemnified Party
specifically for use or inclusion in the Shelf Registration Statement, or (y)
was made in any Prospectus used after such time as the Issuer advised the
Holders that the filing of a post-effective amendment or supplement thereto was
required, except the Prospectus as so amended or supplemented.
(b) Each Holder severally and not jointly agrees to indemnify and hold
harmless the Issuer, the Company, and each of their respective directors and
officers, each person, if any, who controls the Issuer or the Company, as
applicable, within the meaning of either the Securities Act or the Exchange Act,
any agent, employee, professional advisor, broker-dealer or underwriter engaged
by the Company, each other Holder, its directors and officers, each person, if
any, who controls such other Holder within the meaning of either the Securities
Act or the Exchange Act, and any agent, employee, professional advisor, broker-
dealer or underwriter engaged by such Holder (the "Holder Indemnified Parties"),
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from and against any losses, claims, damages or liabilities, joint or several,
to which the Holder Indemnified Parties may become subject, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement or the Prospectus,
or any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, if the statement or
omission was made in reliance upon and in conformity with written information
provided by such Holder specifically for use or inclusion in the Shelf
Registration Statement, or (ii) the use of any Prospectus after such time as the
Issuer has advised such Holder that the filing of a post-effective amendment or
supplement thereto is required, except the Prospectus as so amended or
supplemented; and, subject to Section 5(c), such Holder will reimburse such
Holder Indemnified Parties for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
damage or liability. Each Holder's indemnification and reimbursement
obligations shall be limited to such Holder's proceeds from the sale of SARs.
(c) Each party entitled to indemnification under this Section 5 (the
"Indemnified Party") shall give notice to the party required to provide
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indemnification (the "Indemnifying Party") promptly after such Indemnified Party
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has actual knowledge of any claim as
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to which indemnity may be sought, and the Indemnifying Party may participate at
its own expense in the defense, or if he or it so elects, to assume the defense
of any such claim and any action or proceeding resulting therefrom, including
the employment of counsel and the payment of all expenses. The failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party from its obligations to indemnify such Indemnified Party,
except to the extent the Indemnified Party's failure to so notify actually
prejudices the Indemnifying Party's ability to defend against such claim, action
or proceeding; it being understood and agreed that the failure to so notify the
Indemnifying Party prior to the execution of a binding settlement agreement or
the entry of a judgment or issuance of an award with respect to a claim, action
or proceeding shall constitute actual prejudice to the Indemnifying Party's
ability to defend against such claim, action or proceeding. In the event that
the Indemnifying Party elects to assume the defense in any action or proceeding,
the Indemnified Party shall have the right to employ separate counsel in any
such action or proceeding and to participate in the defense thereof, but the
fees and expenses of such separate counsel shall be such Indemnified Party's
expense unless (i) the Indemnifying Party has agreed to pay such fees and
expenses or (ii) the named parties to any such action or proceeding (including
any impleaded parties) include an Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that there may be
a conflict of interest between such Indemnified Party and the Indemnifying Party
in the conduct of the defense of such action (in which case, if such Indemnified
Party notifies the Indemnifying Party that he or it elects to employ separate
counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not assume the defense of such action or proceeding on such Indemnified Party's
behalf, it being understood, however, that the Indemnifying Party shall not, in
connection with any one such action or proceeding or separate but substantially
similar or related actions or proceedings arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for all Indemnified
Parties, which firm shall be designated in writing by the applicable Holder or
the Issuer and the Company acting jointly, as the case may be). No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of the Indemnified Party, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation. The Indemnifying Party
shall not be liable for any settlement of any such action or proceeding effected
without its written consent, but if settled with its written consent, or if
there be a final judgment for the plaintiff in any such action or proceeding,
the Indemnifying Party shall indemnify and hold harmless the Indemnified Party
from and against any loss or liability by reason of such settlement or judgment.
(d) If the indemnification provided for under this Section 5 is
unavailable to or insufficient to hold the Indemnified Party harmless under
subparagraphs (a) or (b) above in respect of any losses, claims, damages or
liabilities referred to therein for any reason other than as specified therein,
then the Indemnifying Party shall contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party on the one hand and such Indemnified Party on the
other in connection with the statements or omissions which resulted in such
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losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by (or omitted to be supplied by) the Issuer or the
applicable Holder, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
the relative benefits received by each party from the sale of the Registrable
Securities and any other equitable considerations appropriate under the
circumstances. The amount paid or payable by an Indemnified Party as a result
of the losses, claims, damages or liabilities referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
6 Notices. All notices, requests, demands, claims, and other
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communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (i) upon
telephonic confirmation of facsimile, (ii) when sent by overnight delivery or
(iii) when mailed by registered or certified mail return receipt requested and
postage prepaid, to the addresses listed on the signature pages hereto. Any
party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address, telephone number or
telecopier number for such recipient (i) if such recipient is the Issuer or the
Company, set forth below:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Financial Officer
with a copy to:
▇▇▇▇▇ & ▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. Leaf, Esq.
and (ii) if such recipient is a Holder, as set forth on the signature pages
hereto, with copies to:
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
and
Ropes & ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by
giving the other party notice in the manner herein set forth.
7 Amendment. Any provision of this Agreement may be amended or
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modified, in whole or in part at any time by an agreement in writing to which
the Company and the Issuer are parties and which is approved by Holders of a
majority in principal amount of SARs, provided that such Holders shall be
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registered as Holders in the SAR Register and such Holders shall not include the
Company, Issuer, or any of their respective affiliates. No consent, waiver or
similar act shall be effective unless in writing.
8 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
9 Governing Law; Consent to Jurisdiction. This Agreement shall be
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construed in accordance with and governed by the internal laws of the State of
New York without giving effect to any conflicts of laws principles. Each party
hereto irrevocably submits to the jurisdiction of any New York State court
sitting in the Borough of Manhattan or any federal court sitting in the Borough
of Manhattan in respect of any suit, action or proceeding arising out of or
relating to this Agreement and the transactions pursuant hereto and in
connection herewith, and irrevocably agrees that all claims in respect of any
such suit, action or proceeding shall be heard and determined in any such court.
Each party irrevocably waives any objection which it may now or hereafter have
to the laying of the venue of such suit, action or proceeding brought in any
such court and any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum.
10 Assignment. Each Holder may, in connection with any transfer of
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SARs permitted by the applicable SAR Agreement (whether made pursuant to Rule
144 of the Securities
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Act or otherwise, but not if such transfer is made pursuant to a valid
Registration Statement), assign its rights under this Agreement to the same
person(s) to whom the Holder is making such a permitted transfer or transfers.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
11 Entire Agreement. The provisions of this Agreement, together
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with the SAR Agreements and the Lock-up Agreement, set forth the complete
understanding and intention of the parties with respect to the subject matter
hereof and supersede all prior agreements or understandings, whether written or
oral, relating to the subject matter hereof.
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IN WITNESS WHEREOF, the undersigned has executed this signature page
intending to be bound by the foregoing Registration Rights Agreement as of the
date first above written.
PRIMESTAR, INC.
By:______________________________________________
Name:
Title:
ISSUER:
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By:
Name:
IN WITNESS WHEREOF, the undersigned has executed this signature page
intending to be bound by the foregoing Registration Rights Agreement as of the
date first above written.
HOLDER:
__________________________________________
(Please type or print proper name of Holder)
By:____________________________________
Name:__________________________________
Title: __________________________________
Address: __________________________________
__________________________________
__________________________________
Telecopy No.:______________________________
Telephone No.:____________________________
Taxpayer Identification No.:_______________