SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13D
(Rule 13d-1)
Under the Securities Exchange Act of 1934
(Amendment No.----)1
PanAmSat Corporation
--------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
697933-10-9
-----------------
(CUSIP Number)
James W. Cuminale, PanAmSat Corporation, One Pickwick Plaza,
Greenwich CT 06830 (203) 622-6664
---------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
May 16, 1997
-----------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13-d1 (b)(3) or (4), check the following
box |_|.
- ---------------------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of section 18 of the Securities
Exchange Act of 1934 ("Act") or to otherwise be subject to the liabilities
of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 2 of 11 Pages
- --------- ======================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Article VII Trust Created Under the Rene Anselmo Revocable Trust
Dated June 10, 1994 (the "Article VII Trust")
- --------- ======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- --------- ======================================================================
3 SEC USE ONLY
- --------- ======================================================================
4 SOURCE OF FUNDS*
OO
- --------- ======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) |_|
- --------- ======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- --------- ======================================================================
------- ============================================
7 SOLE VOTING POWER
NUMBER OF SHARES 0 shares
------- ============================================
BENEFICIALLY ------- ============================================
8 SHARED VOTING POWER
OWNED BY 12,829,296 shares
------- ============================================
------- ============================================
EACH REPORTING 9 SOLE DISPOSITIVE POWER
0 shares
PERSON WITH ------- ============================================
------- ============================================
10 SHARED DISPOSITIVE POWER
0 shares
------- ============================================
- --------- ======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,829,296 shares
- --------- ======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------- ======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6% of PanAmSat Corporation Common Stock, par value $.01 per share.
- --------- ======================================================================
14 TYPE OF REPORTING PERSON*
00
- --------- ======================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 3 of 11 Pages
- --------- ======================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Mary Anselmo
- --------- ======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- --------- ======================================================================
3 SEC USE ONLY
- --------- ======================================================================
4 SOURCE OF FUNDS*
OO
- --------- ======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) |_|
- --------- ======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ======================================================================
------- ============================================
7 SOLE VOTING POWER
NUMBER OF SHARES 837,707 shares
------- ============================================
BENEFICIALLY ------- ============================================
8 SHARED VOTING POWER
OWNED BY 12,829,296 shares
------- ============================================
------- ============================================
EACH REPORTING 9 SOLE DISPOSITIVE POWER
13,667,003 shares
PERSON WITH ------- ============================================
------- ============================================
10 SHARED DISPOSITIVE POWER
0 shares
------- ============================================
- --------- ======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,667,003
- --------- ======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------- ======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2% of PanAmSat Corporation Common Stock, par value $.01 per share
- --------- ======================================================================
14 TYPE OF REPORTING PERSON*
IN
- --------- ======================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 4 of 11 Pages
- --------- ======================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Reverge Anselmo
- --------- ======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- --------- ======================================================================
3 SEC USE ONLY
- --------- ======================================================================
4 SOURCE OF FUNDS*
00
- --------- ======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) |_|
- --------- ======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ======================================================================
------- ============================================
7 SOLE VOTING POWER
NUMBER OF SHARES 307,826 shares
------- ============================================
BENEFICIALLY ------- ============================================
8 SHARED VOTING POWER
OWNED BY 12,829,296 shares
------- ============================================
------- ============================================
EACH REPORTING 9 SOLE DISPOSITIVE POWER
307,826 shares
PERSON WITH ------- ============================================
------- ============================================
10 SHARED DISPOSITIVE POWER
0 shares
------- ============================================
- --------- ======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,826 shares
- --------- ======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X| Excludes 12,829,296 shares as to which beneficial ownership is
disclaimed.
- --------- ======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% PanAmSat Corporation Common Stock, par value $.01 per
share
- --------- ======================================================================
14 TYPE OF REPORTING PERSON*
IN
- --------- ======================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 5 of 11 Pages
- --------- ======================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Lourdes Saralegui
- --------- ======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- --------- ======================================================================
3 SEC USE ONLY
- --------- ======================================================================
4 SOURCE OF FUNDS*
OO
- --------- ======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) |_|
- --------- ======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ======================================================================
------- ============================================
7 SOLE VOTING POWER
NUMBER OF SHARES 187,049 shares
------- ============================================
BENEFICIALLY ------- ============================================
8 SHARED VOTING POWER
OWNED BY 12,829,296 shares
------- ============================================
------- ============================================
EACH REPORTING 9 SOLE DISPOSITIVE POWER
187,049 shares
PERSON WITH ------- ============================================
------- ============================================
10 SHARED DISPOSITIVE POWER
0 shares
------- ============================================
- --------- ======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,049 shares
- --------- ======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X| Excludes 12,829,296 shares as to which beneficial ownership is
disclaimed.
- --------- ======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% of PanAmSat Corporation Common Stock, par value $.01 per
share
- --------- ======================================================================
14 TYPE OF REPORTING PERSON*
IN
- --------- ======================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 6 of 11 Pages
- --------- ======================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Frederick A. Landman
- --------- ======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- --------- ======================================================================
3 SEC USE ONLY
- --------- ======================================================================
4 SOURCE OF FUNDS
00
- --------- ======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) |_|
- --------- ======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ======================================================================
------- ============================================
7 SOLE VOTING POWER
NUMBER OF SHARES 2,476,529 shares
------- ============================================
BENEFICIALLY ------- ============================================
8 SHARED VOTING POWER
OWNED BY 12,829,296 shares
------- ============================================
------- ============================================
EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,476,529 shares
------- ============================================
PERSON WITH ------- ============================================
10 SHARED DISPOSITIVE POWER
0 shares
------- ============================================
- --------- ======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,476,529 shares
- --------- ======================================================================
- --------- ======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X| Excludes 12,829,296 shares as to which beneficial ownership is
disclaimed.
- --------- ======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% of PanAmSat Corporation Common Stock, par value $.01 per share
- --------- ======================================================================
14 TYPE OF REPORTING PERSON*
IN
- --------- ======================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 7 of 11 Pages
Explanatory Note: Mary Anselmo, Reverge Anselmo, Frederick A.Landman and
Lourdes Saralegui are joint trustees (the "Joint
Trustees") under the Article VII Trust Created Under the
Rene Anselmo Revocable Trust dated June 10, 1994, which
was created by Rene Anselmo (the former Chairman of the
Board and Chief Executive Officer of PanAmSat
International Systems, Inc., formerly known as PanAmSat
Corporation) and succeeded to all of the stock owned by
him on the date of his death. Mrs. Anselmo has the sole
power to require or prohibit the sale of the shares owned
by this trust and is the principal beneficiary of these
shares. Mrs. Anselmo claims beneficial ownership of the
shares held by the Article VII Trust. Mr. Anselmo, Mr.
Landman and Ms. Saralegui disclaim beneficial ownership of
the shares held by the Article VII Trust.
Item 1. Security and Issuer
(a) The security to which this statement relates is the common
stock, par value $.01 per share (the "Common Stock"), of
PanAmSat Corporation, a Delaware corporation (the
"Company"). Holders of the Common Stock are entitled to
cast one vote per share. The Common Stock is quoted on the
Nasdaq National Market System.
(b) PanAmSat Corporation, One Pickwick Plaza, Greenwich,
Connecticut 06830.
Item 2. Names of Persons Filing
(a) This statement is filed by the Article VII Trust, Mary
Anselmo, Reverge Anselmo, Frederick A. Landman and Lourdes
Saralegui, each of whom is sometimes referred to herein
individually as a "Reporting Person" and collectively as
the "Reporting Persons."
(b) The address for each Reporting Person is c/o PanAmSat
Corporation, One Pickwick Plaza, Greenwich, Connecticut,
06830.
(c) Frederick A. Landman is President and Chief Executive
Officer and a director of the Company and Lourdes
Saralegui is Executive Vice President of the Company. The
Company is a world leader in providing commercial
satellite-based communications services. The Company
operates a global network of 14 state-of-the-art
satellites supported by more than 400 professionals on
five continents. The Company provides broadcast
telecommunications and Internet access services worldwide.
Mary Anselmo is retired. Reverge Anselmo is a professional
writer and he is self-employed.
(d) During the last five years, none of the Reporting Persons
has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons
was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result
of which, was or is subject to a judgement, decree or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State
securities laws or finding any violation with respect of
such laws.
(f) Each Reporting Person who is a natural person is a U.S.
Citizen.
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 8 of 11 Pages
Item 3. Source and Amount of Funds or Other Consideration
On May 16, 1997, Hughes Communications, Inc. ("HCI") and
PanAmSat International Systems, Inc. (formerly known as
PanAmSat Corporation, "Old PanAmSat") combined their
satellite operations pursuant to an Agreement and Plan of
Reorganization, dated as of September 20, 1996, as amended
as of April 4, 1997 (the "Reorganization Agreement"),
between HCI and certain of its subsidiaries and Old
PanAmSat. The transaction was consummated through the
merger (the "Merger") of a wholly owned subsidiary of a
newly formed holding company (the "Company"), with and
into Old PanAmSat and a contribution of the satellite
services business of HCI to the Company, with the result
that Old PanAmSat became a wholly owned subsidiary of the
Company and the Company became the owner and operator of
the HCI satellite services business. Following the Merger,
Old PanAmSat was renamed PanAmSat International Systems,
Inc. ("PISI") and the Company was renamed PanAmSat
Corporation. Upon consummation of the Merger, each
outstanding share of (a) Class A Common Stock, par value
$0.01 per share of Old PanAmSat and (b) common stock, par
value $0.01 per share of Old PanAmSat, held by the
Reporting Persons (collectively, "Old PanAmSat Common
Stock") was converted into the right to receive, at the
holder's election (the "Elections"), (i) one share of
common stock, par value $0.01 per share of the Company
("Company Common Stock"), subject to proration, (ii) $15
in cash plus one-half share of Company Common Stock or
(iii) $30 in cash, subject to proration (a "Cash
Election"). Old PanAmSat retained Boston EquiServe to
serve as Exchange Agent in connection with the Elections.
The Elections were computed and in accordance with the
Reorganization Agreement, Cash Elections were prorated, so
that shares with respect to which Cash Elections had been
made received approximately $16.38 and 0.45 shares of
Company Common Stock in exchange for each share of Old
PanAmSat Common Stock. A Copy of the Reorganization
Agreement was filed with the Securities and Exchange
Commission as an exhibit to the Company's (under its
former name of Magellan International, Inc.) Form S-4
Registration Statement on April 16, 1997 and is
incorporated herein by reference.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Company's Common Stock
for investment purposes as consideration in the Merger
discussed in Item 3. For the information required by this
Item, see the discussion in Item 3.
Item 5. Interest in Securities of the Issuer
For the information required by Item 5 (a) and (b), see
Schedule I attached to this Schedule 13D. For the
information required by Item 5 (c), see the description of
the Merger discussed in Item 3. Items 5 (d) and (e) are
not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
For a description of the Reorganization Agreement, see the
discussion in Item 3. Concurrently with the consummation
of the Merger, (i) the Company, HCI and certain
stockholders of Old PanAmSat entered into an Amended and
Restated Stockholder Agreement, whereby such parties
agreed, among other things, (a) to certain restrictions
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 9 of 11 Pages
with respect to HCI, such stockholders and the Company
regarding the sale of shares of Company Common Stock and
additional restrictions on HCI and its affiliates
regarding the purchase of more than 81% of the outstanding
shares of Company Common Stock; (b) to designate directors
to the Company's Board of Directors; and (c) that Hughes
Electronics Corporation ("HE"), the indirect parent of
HCI, and any entity owned 50% or more by HE, would not
compete with the Company; (ii) the Company, HCI and
certain of its subsidiaries and the former holders of
Class A Common Stock of PISI (the "Class A Holders") also
entered into an Amended and Restated Registration Rights
Agreement pursuant to which HCI and such subsidiaries and
the Class A Holders will have, among other things, the
right, under certain circumstances and subject to certain
conditions and exceptions, to require the Company to
register all or any portion of the shares of Company
Common Stock held by them, provided that the aggregate
value of such shares is at least $100,000,000; and (iii)
the Company and Frederick A. Landman, its President and
Chief Executive Officer, entered into an Employment
Agreement under which if Mr. Landman's employment with the
Company terminates for any reason during the first year
following May 16, 1997, (a) Mr. Landman will have the
right under certain circumstances and subject to certain
conditions and exceptions to require the Company to
register all or a portion of the shares of Company Common
Stock held by him and (b) in the event that Mr. Landman
demands such registration of his Company Common Stock, the
Company will have the right to purchase any or all of the
shares of Company Common Stock covered by such a demand at
the trailing 30 day average closing price of such stock.
Copies of the Amended and Restated Stockholders Agreement,
the Amended and Restated Registration Rights Agreement and
the Employment Agreement are attached as exhibits 3, 4 and
5 respectively, and are incorporated herein by reference.
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 10 of 11 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 1. Agreement and Plan of Reorganization dated as of
September 20, 1996, by and among Hughes Communications,
Inc., Hughes Communications Galaxy, Inc., Hughes
Communications Satellite Services, Inc., Hughes
Communications Services, Inc., Hughes Communications
Carrier Services, Inc., Hughes Communications Japan, Inc.,
Magellan International, Inc., and PanAmSat Corporation.*
Exhibit 2. Amendment to Agreement and Plan of Reorganization
dated as of April 4, 1997, by and among Hughes
Communications, Inc., Hughes Communications Galaxy, Inc.,
Hughes Communications Satellite Services, Inc., Hughes
Communications Services, Inc., Hughes Communications
Carrier Services, Inc., Hughes Communications Japan, Inc.,
Magellan International, Inc., and PanAmSat Corporation.*
Exhibit 3. Amended and Restated Stockholder Agreement, dated as
of May 16, 1997, by and among Magellan International,
Inc., Hughes Communications, Inc., Satellite Company
L.L.C. and the former holders Class A Common Stock of
PanAmSat International Systems, Inc.**
Exhibit 4. Amended and Restated Registration Rights Agreement,
dated as of May 16, 1997, by and among Magellan
International, Inc., Hughes Communications, Inc., Hughes
Communications Galaxy, Inc., Hughes Communications
Satellite Services, Inc., Satellite Company, L.L.C. and
the former holders of Class A Common Stock of PanAmSat
International Systems, Inc.**
Exhibit 5. Employment Agreement, dated as of May 15, 1997, by and
between Magellan International, Inc. and Frederick A.
Landman.**
- ----------------------
* Filed with the Securities and Exchange Commission as an
exhibit to Magellan International, Inc.'s Form S-4
Registration Statement (No. 333-25293) on April 16, 1997
and incorporated herein by reference.
** Filed herewith.
<PAGE>
SCHEDULE 13D
CUSIP No. 697933-10-9 Page 11 of 11 Pages
Signature:
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: May 27, 1997
Name: /s/ Mary Anselmo
--------------------------------------
Mary Anselmo, individually and as a
trustee of the Article VII Trust
created by the RENE ANSELMO REVOCABLE
TRUST DATED JUNE 10, 1994.
Name: /s/ Frederick A. Landman
--------------------------------------
Frederick A. Landman, as a trustee of
the Article VII Trust created by the
RENE ANSELMO REVOCABLE TRUST DATED
JUNE 10, 1994.
Name: /s/ Lourdes Saralegui
--------------------------------------
Lourdes Saralegui, as a trustee of the
Article VII Trust created by the RENE
ANSELMO REVOCABLE TRUST DATED JUNE 10,
1994.
Name: /s/ Reverge Anselmo
--------------------------------------
Reverge Anselmo, as a trustee of the
Article VII Trust created by the RENE
ANSELMO REVOCABLE TRUST DATED JUNE 10,
1994.
<PAGE>
<TABLE>
<CAPTION>
Schedule I
----------
<S> <C> <C> <C> <C> <C> <C>
---------------------------- -------------------
Power to Vote or Direct Vote Power to Dispose
- ------------------------------------------------------------------------------------------------------------------------------------
/ \ / \
Amount of Percentage
Common Stock Ownership of
Name and Address Beneficially Owned Common Stock Sole Shared Sole Shared
- ------------------------------------------------------------------------------------------------------------------------------------
Article VII Trust(1)(2) 12,829,296 8.6% 0 12,829,296 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
Mary Anselmo(1)(2)(3) 13,667,003 9.2% 837,707 12,829,296 13,667,003 0
- ------------------------------------------------------------------------------------------------------------------------------------
Reverge Anselmo(1)(2)(3) 307,826 * 307,826 12,829,296 307,826 0
- ------------------------------------------------------------------------------------------------------------------------------------
Lourdes Saralegui(1)(2)(3) 187,049 * 187,049 12,829,296 187,049 0
- ------------------------------------------------------------------------------------------------------------------------------------
Frederick A. Landman (1)(2)(3) 2,476,529 1.7% 2,476,529 12,829,296 2,476,529 0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------------
* Less than 1%.
1 The address for such person is c/o PanAmSat Corporation, One Pickwick
Plaza, Greenwich, CT 06830.
2 Mary Anselmo, Reverge Anselmo, Frederick A. Landman and Lourdes Saralegui
are joint trustees (the "Joint Trustees") under the Article VII Trust
Created Under the Rene Anselmo Revocable Trust dated June 10, 1994, which
was created by Rene Anselmo (the former Chairman of the Board and Chief
Executive Officer of PanAmSat International Systems, Inc., formerly known
as PanAmSat Corporation) and succeeded to all of the stock owned by him on
the date of his death. Mrs. Anselmo has the sole power to require or
prohibit the sale of the shares of Company Common Stock owned by this trust
and is the principal beneficiary of the trust. The shares of Company Common
Stock shown to be owned by Mrs. Anselmo include 12,829,296 shares of
Company Common Stock held by the Article VII Trust for which Mrs. Anselmo
claims beneficial ownership. The shares of Company Common Stock shown to be
owned by Mr. Anselmo, Ms. Saralegui and Mr. Landman exclude the 12,829,296
shares of Company Common Stock held by the Article VII Trust for which Mr.
Anselmo, Ms. Saralegui and Mr. Landman each disclaim beneficial ownership.
3. The percentage ownership of Company Common Stock for Mrs. Anselmo includes
the shares of Company Common Stock held by the Article VII Trust for which
she claims beneficial ownership. The percentage ownership of Company Common
Stock for Mr. Anselmo, Ms. Saralegui and Mr. Landman exclude the shares of
Company Common Stock held by the Article VII Trust for which they each
disclaim beneficial ownership.
EXHIBIT 3
AMENDED AND RESTATED STOCKHOLDER AGREEMENT
This AMENDED AND RESTATED STOCKHOLDER AGREEMENT (this "Agreement"),
---------
dated as of May 16, 1997, is entered into by and among MAGELLAN INTERNATIONAL,
INC., a Delaware corporation ("Holding Company" or the "Company"), HUGHES
--------------- -------
COMMUNICATIONS, INC., a California corporation ("HCI"), the Class A Holders
listed on the signature page hereof (the "Class A Holders"), and SATELLITE
---------------
COMPANY, L.L.C., a Nevada limited liability company ("S Company").
---------
RECITALS
A. Pursuant to that certain Agreement and Plan of Reorganization by
and among Panamsat Corporation, HCI and Hughes Communications Galaxy, Inc. and
certain other subsidiaries of HCI (as such agreement may be hereafter amended
from time to time, the "Reorganization Agreement"), HCI has organized Holding
------------------------
Company to acquire the Galaxy Business (as defined in the Reorganization
Agreement) and cause a subsidiary of Holding Company to merge with and into
Panamsat Corporation in each case upon the terms and conditions set forth in the
Reorganization Agreement.
B. Pursuant to that certain Stock Contribution and Exchange Agreement
by and among HCI, Hughes Communications Galaxy, Inc., S Company and Grupo
Televisa, S.A. (as such agreement may be hereafter amended from time to time,
the "Univisa Contribution Agreement"), HCI and Hughes Communications Galaxy,
------------------------------
Inc. have agreed to cause Holding Company to acquire from S Company all of the
outstanding shares of capital stock of Univisa, Inc., a Delaware corporation
which indirectly owns all of the shares of Class B Common Stock, par value $.01
per share, of Panamsat Corporation.
C. Pursuant to the Reorganization Agreement and the Univisa
Contribution Agreement, Panamsat Corporation will become a subsidiary of Holding
Company and Holding Company will acquire the Galaxy Business, and HCI, the Class
A Holders and S Company will become stockholders of Holding Company.
D. The parties desire to enter into this Agreement to regulate certain
aspects of their relationships with regard to each other and Holding Company.
AGREEMENT
In consideration of the foregoing and the mutual promises contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto, intending to be legally
bound thereby, agree as follows:
1. Certain Defined Terms. Capitalized terms used and not defined
---------------------
herein have the respective meanings ascribed to them in the Reorganization
Agreement. For purposes of this Agreement:
<PAGE>
"Affiliate" means with respect to any person or entity (i) any other
---------
person or entity directly or indirectly controlling or controlled by or under
direct or indirect common control with that person or entity, (ii) any spouse,
immediate family member or other relative who has the same principal residence
of any person (in the case of an individual), (iii) any trust in which any
person or entity has a beneficial interest and (iv) any corporation or other
organization of which any such persons or entities described in clause (i) or
(ii) above collectively own more than 50% of the equity of such entity.
"Closed Periods" means the total of (a) the number of days prior to
--------------
Closing during which PanAmSat Corporation Common Stock could not be sold as a
result of notices given by HCI pursuant to the last sentence of Section 3(a) of
the Principal Stockholders Agreement, and (b) any Delay Periods, Hold Back
Periods or Interruption Periods (each as defined in the Registration Rights
Agreement) which occur after the Commencement Date (as defined in Section
2(b)(i)) and result in a delay or suspension of a Demand Registration or a
Piggyback Registration (as defined in the Registration Rights Agreement) by the
Minority Stockholders or their Permitted Transferees.
"Ending Date" means the date when restrictions on the ability of HCI
-----------
and its Affiliates to sell or transfer Shares under Section 2(b) end. That date
shall be the earliest of (a) a Termination Event or (b) twelve (12) months after
the Commencement Date plus Closed Periods, if any.
"Exempt Transfer" means any transfer of Shares by HCI or its
---------------
Affiliates to any of its or their Affiliates (other than the Company or any of
its Subsidiaries).
"Holding Company Common Stock" means the common stock, $.01 par value,
----------------------------
of Holding Company.
"HCI Sale" means any sale, exchange or other disposition by HCI or its
--------
Affiliates of Shares, other than an Exempt Transfer or a sale of Shares pursuant
to a registration statement under the Securities Act, which at the time of
determination represent more than 5% of the outstanding Holding Company Common
Stock. "HCI Sale" shall not include, in the case of Holding Company or any of
its Subsidiaries, any sale of Holding Company Common Stock. Nothing in this
Agreement shall limit any rights the Stockholders may have to participate in any
such offering under the Registration Rights Agreements, nor shall the definition
"HCI Sale" limit the restrictions contained in Section 2(b) in any way.
"HCI Total Sale" means, as of any date of determination, the sale,
--------------
exchange or other disposition by HCI and each of its Affiliates other than in an
Exempt Transfer of 100% of their Shares.
"Low Ownership Event" means, as of any date of determination, any
-------------------
sale, exchange or other disposition of Shares by the Minority Stockholders which
causes the Minority Stockholders to beneficially own, in the aggregate, less
than the Requisite Level.
"Minority Stockholders" means, each of the Class A Holders, S Company
---------------------
and their respective Permitted Transferees, which collectively shall be the
"Minority Stockholders".
- ----------------------
2
<PAGE>
"Permitted Transfers" means a sale, transfer or assignment or other
-------------------
disposition to a Permitted Transferee.
"Permitted Transferees" means, as to HCI, any transferee in an Exempt
---------------------
Transfer or any Permitted Transferee; as to S Company, Grupo Televisa, S.A., any
controlled Affiliate of Grupo Televisa, S.A., or any Permitted Transferee; as to
the Class A Holders, (A) any other Class A Holder, (B) any person who is the
spouse or former spouse of, or any lineal descendent of, or any spouse of such
lineal descendant of, or the grandparent, parent, brother or sister of, or
spouse of such brother or sister of, a Class A Holder or Permitted Transferee of
such person; (C) upon the death of any Class A Holder or any Permitted
Transferee of such person, the executors of the estate of such Class A Holder or
Permitted Transferee, any of such Class A Holder's or such Permitted
Transferee's heirs, testamentary trustees, devisees, or legatees; (D) any trust
principally for the benefit of one or more of the foregoing Class A Holders or
Permitted Transferees; (E) upon the disability of any Class A Holder or
Permitted Transferee, any guardian or conservator of such Class A Holder or
Permitted Transferee; or (F) any corporation, partnership or other entity if all
of the beneficial ownership is held by Class A Holders or any Permitted
Transferees; and as to any Stockholders, any person to whom a transfer may be
made pursuant to the provisions of Section 8(e); provided that in each of the
foregoing cases such transferee assumes and agrees to perform and becomes a
party to this Agreement.
"Registration Rights Agreement" means the agreement of that name of
-----------------------------
even date among the parties.
"Requisite Level" means 5% or more of the number of shares of Holding
---------------
Company Common Stock outstanding immediately after the consummation of the
transactions contemplated by the Reorganization Agreement and the Univisa
Contribution Agreement and prior to any further issuances for refinancing or
other purposes, as such total number is adjusted to reflect stock splits,
combinations, stock dividends, recapitalizations, reclassifications, and similar
transactions.
"Shares" means the shares of Holding Company Common Stock owned by the
------
Stockholders at the time of determination.
"Stockholders" means, collectively, HCI, and its Affiliates who
-------------
own Shares, the Class A Holders, S Company, and their respective Permitted
Transferees, each of which shall individually be a "Stockholder".
-----------
"Termination Event" means a Low Ownership Event or an HCI Total Sale.
-----------------
3
<PAGE>
2. Certain Restrictions on the Purchase and Sale of Shares.
-------------------------------------------------------
(a) Take-Along Right. HCI on behalf of itself and its Affiliates
----------------
hereby agrees:
(i) With respect to any proposed HCI Sale, each Minority Stockholder
(each a "Take-Along Stockholder"), shall have the right (the "Take-Along Right")
---------------------- ----------------
to join in such sale and to sell a number of whole Shares equal to the number
derived by multiplying the total number of Shares proposed to be transferred by
a fraction, the numerator of which is the total number of Shares owned by such
Take-Along Stockholder and the denominator of which is the total number of
Shares owned by HCI and its Affiliates and all Take-Along Stockholders proposing
to so join.
(ii) Any Shares purchased from Take-Along Stockholders pursuant to
this Section 2(a) shall be paid for at the same price per Share and (to the
extent applicable) upon the same terms and conditions as such proposed transfer
by HCI and its Affiliates.
(iii) HCI shall (on its own behalf and on behalf of any of its
Affiliates effecting an HCI Sale), not less than 30 days prior to such proposed
HCI Sale, notify each Take-Along Stockholder in writing of such HCI Sale (the
"Sale Notice"). Such notice shall: (A) state the number of Shares proposed to
- ------------
be transferred, (B) identify the proposed purchaser(s), (C) state the proposed
amount and form of consideration and terms and conditions of payment, and (D)
confirm that each proposed purchaser has been informed of the Take-Along Right
provided for in this Section 2(a) and has agreed to purchase Shares in
accordance with the terms thereof.
(iv) The Take-Along Right may be exercised by any Take-Along
Stockholder by delivery of a written notice to HCI proposing to sell Shares (the
"Take-Along Notice") within 30 days following the Sale Notice, which Take-Along
-----------------
Notice shall state the amount of Shares that such Take-Along Stockholder
proposes to include in such transfer. If no Take-Along Notice is received during
such 30-day period, HCI and its Affiliates shall have the right, for a 30-day
period after the expiration of such 30-day period, to transfer the Shares
specified in the Sale Notice on terms and conditions no more favorable than
those stated in such notice.
(v) In the event that a purchaser refuses to purchase Shares from the
Take-Along Stockholders on the same terms and conditions as specified in the
Sale Notice, then HCI and its Affiliates shall not sell any Shares to that
purchaser in the HCI Sale.
(b) Certain Sale Restrictions.
-------------------------
(i) Neither HCI nor its Affiliates may, directly or indirectly, issue,
sell, exchange or otherwise dispose of, or offer or agree, directly or
indirectly, to issue, sell, exchange or otherwise dispose (including through
purchase by the Company or any of its Affiliates) of Shares or common equity of
the Company or any of its Subsidiaries, or any interest therein, or securities
convertible into or exercisable or exchangeable for Shares or such common equity
interests, or offer or enter into any contract, option or other arrangement or
understanding
4
<PAGE>
to effect any such transactions, during the period (A) beginning on the Closing
and (B) ending on the Ending Date, provided, however, that restrictions on sales
by the Company shall not commence (the "Commencement Date") until the earlier of
-----------------
(x) the first anniversary of the Closing (eighteen months following the Closing
in the event the Minority Stockholders or their Affiliates sell more than five
million Panamsat Shares (other than to Permitted Transferees) between the date
of the Reorganization Agreement and the Closing) and (y) the date the Company
shall notify the Minority Stockholders that it has completed the refinancing of
up to $1.725 billion of indebtedness incurred by the Company in connection with
the transactions contemplated by the Reorganization Agreement and the Univisa
Contribution Agreement (it being agreed that the exemption from the restriction
on sales by the Company pursuant to this clause shall only apply to sales, the
net proceeds of which are entirely used to refinance such indebtedness); and
provided further that the foregoing restrictions shall not apply to reasonable
issuances by the Company for employee plans, in acquisitions from non-
Affiliates, pursuant to a dividend reinvestment plan, or upon exercise or
conversion of previously issued options, warrants or convertible securities.
(ii) Each of the Minority Stockholders agrees severally and not
jointly and solely with respect to itself and the Shares owned beneficially or
of record by it, not to offer, sell or transfer the Shares, or any interest
therein, or securities convertible into Shares, or offer or enter into any
contract, option or other arrangement or understanding to effect any sale or
transfer of Shares or interests therein or securities convertible into or
exercisable or exchangeable for Shares, to any person that is not a Permitted
Transferee, after the Closing and prior to the Commencement Date.
Notwithstanding the foregoing, Minority Stockholders may offer and sell or
transfer Shares, or interests therein, or securities convertible into or
exercisable or exchangeable for Shares, to persons other than Permitted
Transferees in private transactions with the consent of HCI, which consent will
be granted if, in HCI's reasonable judgment, such transfer will not materially
and adversely affect Holding Company's financing plans or on the price of or
demand for Holding Company Common Stock, and the purchaser provides assurances
satisfactory to HCI that it will not prior to the Commencement Date sell any of
such Shares at a time or with an effect which may materially and adversely
affect such financing plans of Holding Company or the price of or demand for
Holding Company Common Stock. Further notwithstanding the foregoing, the
Minority Stockholders may pledge their Shares as collateral for a bona fide
loan, provided that the lender, on terms reasonably acceptable to HCI and the
Company, agrees that upon liquidation of such collateral the lender or any
transferee will assume and agree to perform this Agreement or, if requested by
HCI or the Company, waive all rights under this Agreement.
(c) Standstill Right. HCI agrees that HCI and its Affiliates shall
----------------
not acquire or come to hold beneficially or otherwise, whether by purchase,
exchange or otherwise, more than 81% of the outstanding common equity interests
in Holding Company, except (i) pursuant to a merger which is approved by the
holders of a majority of the shares of Holding Company Common Stock not owned by
HCI and its Affiliates, (ii) pursuant to a tender offer recommended by a
majority of the Disinterested Directors of the Holding Company and second-step
merger which offers the same per share consideration to all holders of Holding
Company Common Stock and in which more than half the outstanding Holding Company
Common Stock not owned by HCI and its Affiliates at the inception of the
transaction is either tendered or voted in favor of the transaction, and (iii)
except pursuant to such other transaction as shall provide
5
<PAGE>
for parity of treatment of holders of Holding Company Common Stock and is
approved by the holders of a majority of the shares of Holding Company Common
Stock not owned by HCI and its Affiliates and by a majority of the Disinterested
Directors of Holding Company.
3. Governance and Business Operations.
----------------------------------
(a) Board of Directors. The Stockholders, on behalf of themselves and
------------------
their Affiliates and Permitted Transferees, hereby agree to take all necessary
action (including, without limitation, voting the Common Stock of the Company
beneficially owned by them, calling special meetings of stockholders of the
Company and executing and delivering written consents) such that the Board of
Directors of the Company shall consist of ten (10) members designated as herein
provided. HCI shall designate all members of the Board of Directors not
designated by the Minority Stockholders. For so long as Mr. Frederick A. Landman
is Chief Executive Office of the Company, he shall be one of HCI's designees.
The Minority Stockholders shall be entitled to initially designate two (2)
directors of the Company, one (1) of whom may be designated by the Class A
Holders and one (1) of whom may be designated by S Company. For so long as the
Class A Holders and their Permitted Transferees, as a group (the "A Group"),
-------
beneficially own a number of Shares which is greater than the number of shares
comprising 4% of the outstanding Common Stock of the Company immediately after
the consummation of the transactions contemplated by the Reorganization
Agreement and the Univisa Contribution Agreement and prior to any further
issuances for refinancing or other purposes (as such Shares may be adjusted to
reflect stock splits, combinations, stock dividends, recapitalizations,
reclassifications, and similar transactions, the "Director Minimum Shares"), at
------------------------
each subsequent meeting of stockholders of the Company (or action by consent in
lieu thereof), the A Group shall be entitled to designate one director, to be
selected by a majority vote of the Shares beneficially owned by the A Group. For
so long as S Company and its Permitted Transferees, as a group (the "B Group"),
-------
beneficially own a number of Shares greater than the Director Minimum Shares, at
each subsequent meeting of stockholders of the Company (or action by consent in
lieu thereof), the B Group shall be entitled to designate one director, to be
selected by a majority vote of the Shares beneficially owned by the B Group. Any
vacancy of an available A Group or B Group director position will be filled
promptly without holding a meeting of stockholder's of the Company at the
request of the A Group or B Group, as applicable, with their designee; provided
that the A Group or B Group, as applicable, shall beneficially own a number of
shares greater than the Director Minimum Shares at the time of filling such
vacancy.
(b) Transactions with Affiliates. HCI and its Affiliates (other than
----------------------------
the Company and its Subsidiaries) shall not propose or approve any loan, advance
or guarantee to, from, or for the benefit of, or sell, lease, transfer or
otherwise dispose of any of their properties or assets to, or for the benefit
of, or purchase or lease any property or assets from, or enter into or amend any
contract, agreement or understanding with, Holding Company or any Subsidiary of
Holding Company, except on terms that are no less favorable to Holding Company
or such Subsidiary than those (including, without limitation, prices) ordinarily
entered into in comparable transactions by HCI or the relevant Affiliate on an
arms' length basis with an unrelated party. All material transactions (and all
other transactions which the Chief Executive Officer of the Holding Company may
designate) between HCI and its Affiliates on the one hand, and Holding Company
or its Subsidiaries on the other, shall be reviewed by a committee comprised of
6
<PAGE>
Disinterested Directors, and approval of such transactions by such committee
shall be conclusive evidence of compliance with the provisions of this Section
3(b). Upon such approval, unless required by such directors after due
consideration, Holding Company or such Subsidiaries may enter into and perform
the approved transactions with HCI and its Affiliates without competitive
bidding or other special procedures.
(c) HE Covenant Not to Compete. HCI agrees:
--------------------------
(i) Until the fifth anniversary after the Closing Date, HE and any
entity owned 50% or more by HE (excluding Holding Company and its Subsidiaries)
(the "Committing Companies") shall not compete with Holding Company or any of
--------------------
its Subsidiaries after the Closing in the "Galaxy Business" (as defined below)
in any geographic area except as allowed under subsection (iii) below.
(ii) As used herein, the "Galaxy Business" shall mean: (A) the sale
---------------
or lease of, or the provision of satellite services via, transponder capacity on
satellites operating in geostationary earth orbit in the C-band, Ka-band and Ku-
band frequencies for the transmission of video, audio and data signals; and (B)
the provision of telemetry, tracking and control services for such satellites
and for other satellites operating in geostationary earth orbit in the C-band,
Ka-band, Ku-band, L-band and UHF-band frequencies or other frequency bands that
may be utilized in the future; but in each case excluding the sale or lease of
transponder capacity and telemetry, tracking and control services provided on or
for any satellite that has both (x) multiple (six or more) receive and transmit
beams and (y) an on-board satellite payload processor which can switch uplink
signals in one beam to a downlink signal in one of multiple beams.
(iii) The Committing Companies shall not be restricted from conducting
any business that falls within the following categories (the "Exclusivity
-----------
Exceptions"):
- -----------
(A) All aspects of the direct-to-home satellite business, whether done
through Galaxy Latin America, DIRECTV International, Inc., DIRECTV USA or any
other entity owned 50% or more by HE including, but not limited to, (x) the
provision of services directly to consumers via satellite; (y) the sale or lease
of transponders or channels therein to third parties engaging in the direct-to-
home satellite business in which any of the Committed Companies is involved
(whether by ownership of an interest in a satellite or any part of the capacity
thereof or in any related or associated business), whether in the FSS or BSS
bands; and (z) the provision of programming to cable head ends, which in each of
cases (y) and (z) is ancillary to any direct-to-home satellite business in which
the Committing Companies have an interest; provided that if there is excess
capacity available on a satellite used primarily in the direct-to-home satellite
business, the sale or lease of such excess capacity shall not be precluded by
the foregoing restriction;
(B) All aspects of value added services, i.e., the sale of business
services which include the provision of transponder capacity that is ancillary
to the provision of such services by the Committing Companies including, but not
limited to, shared hub VSAT business or DIRECPC or distance learning or any
similar type of services that may now or in the future be provided or developed
by HE or any of its Affiliates (other than Holding Company and its
Subsidiaries);
7
<PAGE>
(C) All aspects of the business of providing satellite or transponder
capacity or portions thereof of any type or kind to the United States
government, or any department or agency thereof;
(D) The provision by the Committing Companies of project financing, or
the acceptance by any of them of a minority equity position in any other
satellite operating or service company, as part of a satellite sale;
(E) All aspects of the business of manufacturing and selling or
leasing satellites in their entirety, other than the sale or lease of individual
transponders or portions thereof (except with respect to such sale or lease of
transponders as otherwise provided for in this Section (iii)); and
(F) As part of the acquisition of a third party where the competing
business is not a substantial part of such acquired business provided that such
competing business shall be disposed of in a commercially reasonable manner as
soon as commercially reasonable after such acquisition.
(iv) The parties acknowledge that the Galaxy Business does not
include, and the Committing Companies are retaining, the following: all aspects
of the business of providing mobile satellite services and all aspects of the
satellite-based business commonly referred to by HE as the "Spaceway" business.
(d) Holding Company's Covenant Not to Compete. Holding Company and
-----------------------------------------
its controlled Affiliates shall not engage in any aspect of the direct broadcast
satellite business other than through the sale or lease of transponders or
channels therein or the provision of transponder services and the provision of
other value added services ancillary thereto to third parties engaged in the
direct broadcast satellite business, provided that Holding Company and its
Subsidiaries shall not be precluded from providing project financing to such
third parties or the acceptance of a minority equity position in a third party
in connection with the sale or lease of transponders or channels therein or the
provision of transponder services. For so long as Grupo Televisa, S.A. and its
controlled Affiliates own any Holding Company Common Stock, neither Holding
Company nor any of its controlled Affiliates will own an equity interest in a
direct-to-home enterprise offering predominantly Spanish language programming in
the Americas or the Iberian Peninsula.
(e) First Offer Rights. In the event that Holding Company determines
------------------
to launch a satellite with the following frequencies: Ku BSS frequencies (11.7
- - 12.5 Ghz in Region 1, 12.2 - 12.7 Ghz in Region 2 and 11.7 - 12.2 Ghz in
Region 3) (the "BSS Band") into any of the following orbital slots as such
--------
orbital slots may be modified in the FCC authorization process, the ITU
registration process, or in the course of frequency coordination with other
systems: East Longitude: 36 degrees, 40 degrees, 48 degrees, 54 degrees, 101
degrees, 124.5 degrees, 132 degrees, 149 degrees, 164 degrees and 173 degrees;
and West Longitude: 49 degree and 67 degree (the "BSS Satellites"), the Company
--------------
shall give HE or its designated Subsidiaries (referred to herein as the "HE
Designee") notice of such determination and the HE Designee shall have the
opportunity (the "First Opportunity") to enter into a full life service
-----------------
agreement with respect to some or all, but not less than half of the available
capacity in the BSS Band on the applicable BSS Satellite, of the BSS
transponders (the "BSS Transponders")
----------------
8
<PAGE>
on the first BSS Satellite that the Company intends to place into each such slot
on terms and conditions to be negotiated in good faith and consistent with
normal business practice. The negotiation period with respect to capacity on
each such BSS Satellite shall be for three months (the "Negotiation Period").
------------------
The Negotiation Period may be initiated by either party on notice to the other
at any time within the time period set forth below. Applied separately to each
BSS Satellite, the Negotiation Period shall begin on the date on which the
Company notifies the HE Designee of a firm commitment to construct a BSS
Satellite; and shall commence not more than thirty months prior to the proposed
launch of the BSS Satellite and end not later than fifteen (15) months prior to
the date that the BSS Satellite is scheduled to be launched. If negotiations are
not initiated by either party by such date or successfully concluded with a
binding service agreement within the Negotiation Period, unless HE has given
Company a final offer (as defined below), neither party shall have any further
obligation pursuant to this Section 3(e), with respect to the BSS Satellite in
question. The conclusion or failure to conclude such an agreement as to one
orbital slot shall not, however, affect the parties' rights and obligations
hereunder as to the remaining BSS Satellites for other orbital slots referenced
in this Section, if still extant.
At any time prior to the end of the applicable negotiation period
specified above, HE shall have the right to make to the Company HE's "best and
final offer" (a "Final Offer") of the price at which it is willing to enter into
-----------
an end of life service agreement for a stated number of BSS Transponders on the
BSS Satellite, which must be on terms and conditions that are otherwise
acceptable to the Company.
If HE makes the Final Offer, for as long as it is held open (i.e.,
that it may be accepted by the Company without HE's subsequent right to withdraw
it), the Company will not, without first offering HE the opportunity to do so,
enter into a purchase or long term transponder service agreement for the same
number or fewer BSS Band transponders than proposed by HE at a lower price per
BSS Transponder (which, for the purposes of comparison, will be calculated on a
net present value basis as determined by the Company, but notified to HE so that
HE may make an adjustment in its offer to reflect this net present value) than
the price stated in the Final Offer. The Company may condition its offer to HE
on HE's acceptance of such other price, quantity, length of term and other terms
and conditions that the Company would offer a third party at the time (the
"Revised Offer"). HE shall have ten (10) days to accept the Company's Revised
- --------------
Offer or it shall be deemed to have been rejected. For the avoidance of doubt,
the previous sentence shall not apply to the Company's acceptance of the Final
Offer, as to which no further acceptance or rejection by HE is required or
permitted. The Company shall also notify HE at such time as the Company lowers
its price for long term transponder agreements on the applicable BSS satellite
for the number of transponders and for the service terms which had been included
in the Final Offer, which notice shall be given not fewer than ten (10) business
days before the reduced price is offered to any third party, during which period
HE will have the right to accept such revised offer. As used in this Section
3(e), "Company" or "Holding Company" includes its Subsidiaries or any of them.
4. Representations and Warranties of Minority Stockholders. Each
-------------------------------------------------------
Minority Stockholder hereby severally and not jointly (and solely with respect
to itself and the Shares owned of record or beneficially by such Stockholder)
represents and warrants to HCI and the Company as follows:
9
<PAGE>
(a) Ownership of Shares. Such Minority Stockholder is the record and
-------------------
beneficial owner of the Shares set forth on Exhibit A hereto, and such shares
constitute all of the Shares owned of record or beneficially by such Minority
Stockholder. With respect to the number of shares set forth opposite such
Minority Stockholder's name on Exhibit A hereto, and with the exceptions noted
thereon, such Minority Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Sections 2 and 3 hereof,
sole power of disposition, sole power of conversion, sole power to demand
appraisal rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with no limitations, qualifications or restrictions on
such rights, subject to applicable securities laws and the terms of this
Agreement.
(b) Due Authorization. Such Minority Stockholder is, as applicable,
-----------------
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all requisite capacity, power and
authority to execute and deliver this Agreement and perform its obligations
hereunder. The execution and delivery by such Minority Stockholder of this
Agreement and the performance by such Minority Stockholder of its obligations
hereunder have been duly and validly authorized by such Minority Stockholder and
no other proceedings on the part of such Minority Stockholder are necessary to
authorize the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by such Minority Stockholder and
constitutes a valid and binding agreement enforceable against such Stockholder
in accordance with its terms except to the extent (i) such enforcement may be
limited by applicable bankruptcy, insolvency or similar laws affecting creditors
rights and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.
(c) No Conflicts. Except for filings, authorizations, consents and
------------
approvals as contemplated by the Reorganization Agreement or the Univisa
Contribution Agreement and necessary for the consummation of the transactions
contemplated thereby which have been obtained, (i) no filing with, and no
permit, authorization, consent or approval of, any state or federal public body
or authority is necessary for the execution of this Agreement by such Minority
Stockholder and the consummation by such Minority Stockholder of the
transactions contemplated hereby and (ii) none of the execution and delivery of
this Agreement by such Minority Stockholder, the consummation by such Minority
Stockholder of the transactions contemplated hereby or compliance by such
Minority Stockholder with any of the provisions hereof shall (A) conflict with
or result in any breach of the organizational documents of such Minority
Stockholder, (B) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, loan agreement,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to which
such Minority Stockholder is a party or by which such Minority Stockholder or
any of its properties or assets may be bound, or (C) violate any order, writ,
injunction, decree, judgment, statute, rule or regulation applicable to such
Minority Stockholder or any of its properties or assets.
10
<PAGE>
5. Representations and Warranties of HCI. The Company and HCI
-------------------------------------
jointly and severally represent and warrant to each Minority Stockholder as
follows:
(a) Organization. Each such corporation is a corporation duly
------------
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all requisite corporate power or other
power and authority to execute and deliver this Agreement and perform its
obligations hereunder. The execution and delivery by such corporation of this
Agreement and the performance by such corporation of its obligations hereunder
have been duly and validly authorized by all necessary corporate action of such
corporation.
(b) Agreement. This Agreement has been duly and validly executed and
---------
delivered by such corporation and constitutes a valid and binding agreement of
such corporation enforceable against it in accordance with its terms, except
that (i) such enforcement may be subject to applicable bankruptcy, insolvency,
or other similar laws, now or hereafter in effect, affecting creditors' rights
generally, and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceedings therefor may be brought.
(c) No Conflicts. Except for filings, authorizations, consents, and
------------
approvals as contemplated by the Reorganization Agreement or the Univisa
Contribution Agreement and necessary for the consummation of the transactions
contemplated thereby which have been obtained, (i) no filing with, and no
permit, authorization, consent or approval of, any state or federal public body
or authority is necessary for the execution of this Agreement by such
corporation and the consummation by such corporation of the transactions
contemplated hereby, and (ii) none of the execution and delivery of this
Agreement by such corporation, the consummation by such corporation of the
transaction contemplated hereby or compliance by such corporation with any of
the provisions hereof shall (A) conflict with or result in any breach of the
charter or bylaws of such corporation, (B) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third-party right of termination, cancellation, material
modifications or acceleration) under any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which such corporation is a party or by which such
corporation of its properties or assets may be bound, or (C) violate any order,
writ, injunction, decree, judgment, statute, rule or regulation applicable to
such corporation or its properties or assets.
6. Legend.
------
(a) Each Stockholder severally and not jointly agrees that it will not
request Holding Company to register the transfer (by book-entry or otherwise) of
any certificate or uncertificated interest representing any of the Shares,
unless such transfer is made in compliance with this Agreement.
(b) Each Stockholder severally and not jointly agrees that it shall
promptly after the date hereof surrender to Holding Company all certificates
representing the Shares held by such Stockholder, and Holding Company shall
place the following legend on such
11
<PAGE>
certificates, which legend shall remain on such certificates until the sale of
such Shares to a person who is not a Stockholder or the termination of this
Agreement, whichever is earlier:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
AGREEMENT, DATED AS OF MAY 16, 1997 BETWEEN STOCKHOLDERS AND THE
COMPANY. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND
VOTING. A COPY OF SUCH AGREEMENT IS AVAILABLE AT THE PRINCIPAL
OFFICE OF THE COMPANY."
7. Term of Agreement. This Agreement has been entered into in
-----------------
connection with the transactions contemplated by the Reorganization Agreement
described in Recital A and the Univisa Contribution Agreement described in
Recital B and shall become effective upon the Closing. This Agreement shall
terminate upon the earlier of (i) five years from the Closing Date, or (ii) the
occurrence of a Termination Event. Notwithstanding the foregoing, the provisions
of Sections 2(c) (Standstill), 3(b) (Transactions with Affiliates), 3(c) and (d)
(covenants not to compete), 3(e) (first offer), and 8 (miscellaneous) shall
terminate five years after the Closing Date.
8. Miscellaneous.
-------------
(a) Expenses. All costs and expenses incurred in connection with this
--------
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expenses.
(b) Notices. All notices, requests, demands and other communications
-------
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when received if personally delivered;
when transmitted if transmitted by telecopy, electronic or digital transmission
method; the day after it is sent, if sent for next day delivery to a domestic
address by recognized overnight delivery service (e.g., Federal Express); and
upon receipt, if sent by certified or registered mail, return receipt requested.
In each case notice shall be sent to:
i. if to the Company, to:
PanAmSat Corporation
One Pickwick Plaza
Greenwich, Connecticut 06830
Attention: Frederick A. Landman
Telephone: (203) 622-6664
Telecopy: (203) 622-9163
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
12
<PAGE>
New York, New York 10112
Attention: Denis J. Friedman, Esq.
Telephone: (212) 408-5200
Telecopy: (212) 541-5369
ii. if to HCI, to:
Hughes Communications, Inc.
P.O. Box 9712
Long Beach, CA 90810-9928
Attention: President
Telephone: (310) 525-5010
Telecopy: (310) 525-5015
with a copy to:
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
Attention: Bruce R. Lederman, Esq.
Telephone: (213) 485-1234
Telecopy: (213) 891-8763
iii. if to the Class A Holders, to:
Patrick J. Costello
c/o PanAmSat Corporation
One Pickwick Plaza
Greenwich, Connecticut 06830
Attention: Frederick A. Landman
Telephone: (203) 622-6664
Telecopy: (203) 622-9163
with a copy to:
Cummings & Lockwood
4 Stamford Plaza, CT 06904
Attn: John Musicaro
Telephone: (203) 351-4370
Telecopy: (203) 351-4499
iv. if to S Company, to:
Satellite Company, LLC
Fonovisa Centroamerica, S.A.
De Popa de Curridabat 25 Mts. Este
Edificio Galerias del Este
13
<PAGE>
Local 8
San Jose, Costa Rica
Attention: Jorge Suarez
Telephone: 011-506-253-0758
Telecopy: 011-506-224-0836
with a copy to:
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attention: Joseph A. Stern, Esq.
Telephone: (212) 859-8000
Telecopy: (212) 859-4000
(c) Interpretation. When a reference is made in this Agreement to
--------------
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. Headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the word "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation". This Agreement shall not be construed for or against either party
by reason of the authorship or alleged authorship of any provision hereof or by
reason of the status of the respective parties. All terms defined in this
Agreement in the singular shall have comparable meanings when used in the
plural, and vice versa, unless otherwise specified.
(d) Entire Agreement; No Third-Party Beneficiaries. This Agreement
----------------------------------------------
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.
(e) Assignment. Except to a Permitted Transferee, neither this
----------
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned (whether by operation of law or otherwise) by any Minority Stockholder
without the consent of HCI or by HCI or its Affiliates without the consent of
Minority Stockholders holding 66 2/3% of the Shares held by Minority
Stockholders, which consent may be granted or withheld in such party's
discretion. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns. No person who is not a Stockholder or
Permitted Transferee who acquires Shares shall have any rights under this
Agreement except to the extent that the assignment thereof has been approved as
required by Section 8(e), nor any obligations hereunder except to the extent
expressly assumed.
(f) Governing Law. This Agreement shall be construed, interpreted and
-------------
the rights of the parties determined in accordance with the laws of the State of
Delaware (without reference to the choice of law provisions), except with
respect to matters of law concerning the internal corporate affairs of any
corporate entity which is a party to or the subject
14
<PAGE>
of this Agreement, and as to those matters the law of the jurisdiction under
which the respective entity derives its powers shall govern.
(g) Severability. Each party agrees that, should any court or other
------------
competent authority hold any provision of this Agreement or part hereof to be
null, void or unenforceable, or order any party to take any action inconsistent
herewith or not to take an action consistent herewith or required hereby, the
validity, legality and enforceability of the remaining provisions and
obligations contained or set forth herein shall not in any way be affected or
impaired thereby. Upon any such holding that any provision of this Agreement is
null, void or unenforceable, the parties will negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
by this Agreement are consummated to the extent possible. Except as otherwise
contemplated by this Agreement, to the extent that a party hereto took an action
inconsistent herewith or failed to take action consistent herewith or required
hereby pursuant to an order or judgment of a court or other competent authority,
such party shall incur no liability or obligation unless such party did not in
good faith seek to resist or object to the imposition or entering of such order
or judgment.
(h) Injunctive Relief. The parties acknowledge that it will be
-----------------
impossible to measure in money the damages that would be suffered if the parties
fail to comply with any of the obligations herein imposed on them and that in
the event of any such failure, an aggrieved person or entity will be irreparably
damaged and will not have an adequate remedy at law. Any such person or entity
shall, therefore, be entitled to injunctive relief, including specific
performance, to enforce such obligations, and if any action should be brought in
equity to enforce any of the provisions of this Agreement, none of the parties
shall raise the defense that there is an adequate remedy at law.
(i) Attorneys' Fees. If any party to this Agreement brings an action
---------------
to enforce its rights under this Agreement, the prevailing party shall be
entitled to recover its costs and expenses, including without limitation
reasonable attorneys' fees, incurred in connection with such action, including
any appeal of such action.
(j) Cumulative Remedies. All rights and remedies of either party
-------------------
hereto are cumulative of each other and of every other right or remedy such
party may otherwise have at law or in equity, and the exercise of one or more
rights or remedies shall not prejudice or impair the concurrent or subsequent
exercise of other rights or remedies.
(k) Counterparts. This Agreement may be executed in two or more
------------
counterparts, all of which shall be considered one and the same instrument and
shall become effective when executed and delivered by each of the parties.
(l) Amendments, Waivers, Etc. This Agreement may not be amended,
-------------------------
changed, supplemented, or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the parties hereto;
provided that performance hereof by any Minority Stockholder may be waived by
HCI and performance hereof by HCI, its Affiliates or the Company may be waived
by Minority Stockholders holding 66 2/3 % of the Shares held by Minority
Stockholders.
15
<PAGE>
(m) Obligations of Stockholders. The liabilities and obligations of
---------------------------
each Stockholder under any provision of this Agreement are several and not joint
and apply solely to such Stockholder and to the Shares held of record or
beneficially owned by such Stockholder. No Stockholder shall have any liability
or obligation under this Agreement for any act, omission or breach by any other
Stockholder.
(n) Service of Process. Each of the parties hereto irrevocably
------------------
consents to the service of any process, pleading, notices or other papers by the
mailing of copies thereof by registered, certified or first class mail, postage
prepaid, to such party at such party's address set forth herein, or by any other
method provided or permitted under Delaware law. Additionally, each party hereby
appoints RL&F Service Corp., One Rodney Square, Wilmington, Delaware 19810, as
agent for service of process in Delaware.
(o) Consent and Jurisdiction. Each party irrevocably and
------------------------
unconditionally agrees and consents that any suit, action or other legal
proceeding arising out of or related to this Agreement shall be brought and
heard in New Castle County, State of Delaware, and each party irrevocably
consents to personal jurisdiction in any and all tribunals in said County.
16
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amended and
Restated Stockholder Agreement as of the date first above written.
MAGELLAN INTERNATIONAL, INC.
By: /s/ Charles H. Noski
-------------------------------
Name: Charles H. Noski
Title: President
HUGHES COMMUNICATIONS, INC.
By: /s/ Jerald F. Farrell
-------------------------------
Name: Jerald F. Farrell
Title: President
SATELLITE COMPANY, L.L.C.
By: /s/ Jorge Suarez Barbosa
-------------------------------
Name: Jorge Suarez Barbosa
Title: General Manager
S-1
<PAGE>
CLASS A STOCKHOLDERS
/s/ Mary Anselmo
------------------------------------------------------------
Name: MARY ANSELMO, individually and as a trustee of the
Article VII Trust created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust Agreement
dated as of February 28, 1995 and as a co-trustee of
RAYCE ANSELMO TRUST DATED DECEMBER 23, 1991
/s/ Frederick A. Landman
------------------------------------------------------------
Name: FREDERICK A. LANDMAN, individually and as a trustee
of the Article VII Trust created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust Agreement
dated as of February 28, 1995
/s/ Lourdes Saralegui
------------------------------------------------------------
Name: LOURDES SARALEGUI, individually and as a trustee of
the Article VII Trust created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust Agreement
dated as of February 28, 1995
/s/ Pier Landman
------------------------------------------------------------
Name: PIER LANDMAN, individually and as the sole trustee of
the CHLOE LANDMAN TRUST DATED JUNE 10, 1988 and the
sole trustee of the RISSA LANDMAN TRUST DATED JUNE
10, 1988
/s/ Patrick J. Costello
------------------------------------------------------------
Name: PATRICK J. COSTELLO, as trustee of the FREDERICK A.
LANDMAN IRREVOCABLE TRUST DATED DECEMBER 22, 1995 and
as a successor trustee of the RAYCE ANSELMO TRUST
DATED DECEMBER 23, 1991
S-2
<PAGE>
/s/ Reverge Anselmo
------------------------------------------------------------
Name: REVERGE ANSELMO, individually and as a trustee of the
Article VII Trust created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust Agreement
dated as of February 28, 1995
S-3
<PAGE>
EXHIBIT 4
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
"Agreement"), dated as of May 16, 1997, is entered into by and among MAGELLAN
INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the persons
-------
listed on the signature pages hereof (the "Stockholders").
------------
RECITALS
A. The Company and the Stockholders desire to enter into this
Agreement for the purpose of granting to the Stockholders certain rights with
respect to registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $.01 per share, of the Company.
B. The Common Stock is being acquired by the Stockholders pursuant
to the transactions (the "Transactions") contemplated by the Agreement and Plan
------------
of Reorganization, dated as of September 20, 1996, among Panamsat Corporation,
Hughes Communications, Inc., and the Company, among others (the "Plan of
-------
Reorganization"), and the Stock Contribution and Exchange Agreement, dated as of
- --------------
September 20, 1996, among Satellite Company, L.L.C., Hughes Communications,
Inc., and the Company, among others (the "Exchange Agreement").
------------------
C. The Stockholders are also parties to a Stockholder Agreement of
even date (the "Stockholder Agreement").
---------------------
AGREEMENT
In consideration of the Recitals and mutual promises contained herein,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms
-----------
shall have the following meanings:
"Advice" shall have the meaning set forth in Section 5 hereof.
------
"Affiliate" means, with respect to any specified person, any other
---------
person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified person. For the purposes of this
definition, "control" when used with respect to any specified person, means the
power to direct the management and policies of such person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Business Day" means any day that is not a Saturday, a Sunday or a
------------
legal holiday on which banking institutions in the State of New York are not
required to be open.
1
<PAGE>
"Capital Stock" means, with respect to any person, any and all shares,
-------------
interests, participations or other equivalents (however designated) of corporate
stock issued by such person, including each class of common stock and preferred
stock of such person.
"Class A Holder" means a Holder whose Common Stock was received in the
--------------
Transactions in respect of the Class A Common Stock or common stock of Panamsat
Corporation into which such Class A Common Stock has been converted.
"Class B Holder" means a Holder whose Common Stock was received in the
--------------
Transactions pursuant to the Exchange Agreement.
"Common Stock" means the Common Stock, par value $0.01 per share, of
------------
the Company issued to any Holder named on the signature pages hereof in the
Transactions or any other shares of capital stock or other securities of the
Company into which such shares of Common Stock shall be reclassified or changed,
including, by reason of a merger, consolidation, reorganization or
recapitalization. If the Common Stock has been so reclassified or changed, or if
the Company pays a dividend or makes a distribution on the Common Stock in
shares of capital stock or subdivides (or combines) its outstanding shares of
Common Stock into a greater (or smaller) number of shares of Common Stock, a
share of Common Stock shall be deemed to be such number of shares of stock and
amount of other securities to which a holder of a share of Common Stock
outstanding immediately prior to such change, reclassification, exchange,
dividend, distribution, subdivision or combination would be entitled.
"Company" shall have the meaning set forth in the heading hereof.
-------
"Delay Period" shall have the meaning set forth in Section 2(d)
------------
hereof.
"Demand Notice" shall have the meaning set forth in Section 2(a)
-------------
hereof.
"Demand Registration" shall have the meaning set forth in Section 2(b)
-------------------
hereof.
"Effectiveness Period" shall have the meaning set forth in Section
--------------------
2(d) hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
------------
and the rules and regulations of the SEC promulgated thereunder.
"Hold Back Period" shall have the meaning set forth in Section 4
----------------
hereof.
"Holder" means a person who owns Registrable Shares and is either (i)
------
a Stockholder or (ii) a Permitted Transferee.
"Inclusion Notice" shall have the meaning set forth in Section 2(a).
----------------
"Hughes Communications, Inc. Holder" means Hughes Communications, Inc.
----------------------------------
and any Holder whose Common Stock was issued to Hughes Communications, Inc. in
the Transactions.
"Interruption Period" shall have the meaning set forth in Section 5
-------------------
hereof.
2
<PAGE>
"Permitted Assignee" means a Holder who acquires (a) more than $ 15
------------------
million in value of Common Stock at the date of transfer from a Holder, or (b)
Common Stock from a Holder in a transfer in which consent to assignment of this
Agreement is granted pursuant to Section 10(e), in either case in a transfer
exempt pursuant to Rule "4(1-1/2)" (or any similar private transfer exemption),
provided that in each case the transferee assumes and agrees to perform and
becomes a party to this Agreement.
"Permitted Transferees" means, as to any Hughes Communications, Inc.
---------------------
Holder, any controlled Affiliate of GM or any Permitted Transferee; as to S
Company, Grupo Televisa, S.A., any controlled Affiliate of Grupo Televisa, S.A.,
or any Permitted Transferee; and as to the Class A Holders, (A) any other Class
A Holder, (B) any person who is the spouse or former spouse of, or any lineal
descendent of, or any spouse of such lineal descendant of, or the grandparent,
parent, brother or sister of, or spouse of such brother or sister of, a Class A
Holder or Permitted Transferee of such person; (C) upon the death of any Class A
Holder or any Permitted Transferee of such person, the executors of the estate
of such Class A Holder or Permitted Transferee, any of such Class A Holder's or
such Permitted Transferee's heirs, testamentary trustees, devisees, or legatees;
(D) any trust principally for the benefit of one or more of the foregoing Class
A Holders or Permitted Transferees; (E) upon the disability of any Class A
Holder or Permitted Transferee, any guardian or conservator of such Class A
Holder or Permitted Transferee; or (F) any corporation, partnership or other
entity if all of the beneficial ownership is held by Class A Holders or any
Permitted Transferees; and as to any Stockholders, any person who is a Permitted
Assignee; provided that in each case such transferee assumes and agrees to
perform and becomes a party to this Agreement.
"Person" means any individual, corporation, partnership, joint
------
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Piggyback Registration" shall have the meaning set forth in Section 3
----------------------
hereof.
"Prospectus" means the prospectus included in any Registration
----------
Statement (including a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Registrable Shares covered by such Registration Statement and all other
amendments and supplements to such prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such prospectus.
"Registrable Shares" means shares of Common Stock unless (i) they have
------------------
been effectively registered under Section 5 of the Securities Act and disposed
of pursuant to an effective Registration Statement, or (ii) all of such Common
Stock of a Holder can be freely sold and transferred without restriction under
Rule 144 or Rule 145 under the Securities Act or any successor rule such that,
after any such transfer referred to in this clause (ii), such securities may be
freely transferred without restriction under the Securities Act. Notwithstanding
the foregoing, any shares of Common Stock held by a Stockholder shall be
"Registrable Shares"
3
<PAGE>
until such Stockholder ceases to own at least 1% of the then outstanding Common
Stock, $ .01 par value, of the Company. Further, no Holder who is not a
Stockholder shall be deemed to own Registrable Shares after five years from the
date hereof.
"Registration" means registration under the Securities Act of an
------------
offering of Registrable Shares pursuant to a Demand Registration or a Piggyback
Registration.
"Registration Period" means, as to any Holder, the period beginning on
-------------------
the date hereof and ending on the date when such Holder no longer owns any
Registrable Shares.
"Registration Statement" means any registration statement under the
----------------------
Securities Act of the Company that covers any of the Registrable Shares pursuant
to the provisions of this Agreement, including the related Prospectus, all
amendments and supplements to such registration statement, including pre- and
post-effective amendments, all exhibits thereto and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.
"SEC" means the Securities and Exchange Commission.
---
"Securities Act" means the Securities Act of 1933, as amended, and the
--------------
rules and regulations of the SEC promulgated thereunder.
"Shelf Registration" shall have the meaning set forth in Section 2(b)
------------------
hereof.
"Stockholder Agreement" shall have the meaning set forth in Recital C.
---------------------
"Transactions" shall have the meaning set forth in Recital B.
------------
"Underwritten Registration or Underwritten Offering" means a
------------------------- ---------------------
registration under the Securities Act in which securities of the Company are
sold to an underwriter for reoffering to the public.
2. Demand Registration.
-------------------
(a) Subject to the last sentence of this Section 2(a), any Holder
shall have the right during the Registration Period, by written notice (the
"Demand Notice") given to the Company, to request the Company to register under
- --------------
and in accordance with the provisions of the Securities Act all or any portion
of the Registrable Shares designated by such Holders; provided, however, that
the aggregate value (at the respective dates of such notices) of Registrable
Shares requested to be registered pursuant to any Demand Notice and pursuant to
any related Inclusion Notices received pursuant to the following sentence shall
be at least $ 100 million. Upon receipt of any such Demand Notice, the Company
shall promptly notify all other Holders of the receipt of such Demand Notice and
allow them the opportunity to include Registrable Shares held by them in the
proposed registration by submitting their own written notice to the Company
requesting inclusion of a specified number of such Holders' Registrable
Securities (the "Inclusion Notice"). In connection with any Demand Registration
----------------
in which more
4
<PAGE>
than one Holder participates, in the event that such Demand Registration
involves an underwritten offering and the managing underwriter or underwriters
participating in such offering advise in writing the Holders of Registrable
Shares to be included in such offering that the total number of Registrable
Shares to be included in such offering exceeds the amount that can be sold in
(or during the time of) such offering without delaying or jeopardizing the
success of such offering (including the price per share of the Registrable
Shares to be sold), then the amount of Registrable Shares to be offered for the
account of such Holders shall be reduced pro rata on the basis of the number of
Registrable Shares to be registered by each such Holder; provided if the
registration of Registrable Shares held by Mary Anselmo is necessary in
connection with any payment of estate taxes by her estate, such registration by
the estate of Mary Anselmo shall have priority over any registration of
Registrable Shares by a Class B Holder or any Holder who acquired such
securities directly or indirectly from or through a Class B Holder. The Class A
Holders as a group and the Class B Holders as a group shall each be entitled to
three Demand Registrations pursuant to this Section 2; Hughes Communications,
Inc. shall be entitled to six Demand Registrations pursuant to this Section 2;
if any such Demand Registration does not become effective or is not maintained
for a period (whether or not continuous) of at least 180 days (or such shorter
period as shall terminate when all the Registrable Shares covered by such Demand
Registration (other than any shares reserved for issuance upon exercise of the
underwriters' overallotment option) have been sold pursuant thereto), the
affected Holders will be entitled to an addition Demand Registration pursuant
hereto. It is agreed that the registration of Registrable Shares pursuant to an
Inclusion Notice shall not be deemed to be a Demand Registration. Nothing in
this Section 2(a) shall limit any rights pursuant to Section 3 hereof. Nothing
in this Agreement shall limit the rights and obligations of the parties under
the Stockholder Agreement, including pursuant to Sections 2(a) and 2(b) thereof.
Notwithstanding anything herein to the contrary, the exercise of each Demand
Registration under this Section 2(a) by the Class A Holders shall require the
approval of the Class A Holders, and their Permitted Transferees, owning a
majority of the Registrable Shares then owned by all Class A Holders and their
Permitted Transferees.
(b) The Company, within 45 days of the date on which the Company
receives a Demand Notice given by Holders in accordance with Section 2(a)
hereof, shall file with the SEC, and the Company shall thereafter use
commercially reasonable efforts to cause to be declared effective, a
Registration Statement on the appropriate form for the registration and sale, in
accordance with the intended method or methods of distribution, of the total
number of Registrable Shares specified by the Holders in such Demand Notice,
which may include a "shelf" registration (a "Shelf Registration") pursuant to
------------------
Rule 415 under the Securities Act (a "Demand Registration").
-------------------
(c) The Company shall use commercially reasonable efforts to cause the
Registration Statement to be declared effective and to keep each Registration
Statement filed pursuant to this Section 2 continuously effective and usable for
the resale of the Registrable Shares covered thereby (i) in the case of a
Registration that is not a Shelf Registration, for a period of 90 days from the
date on which the SEC declares such Registration Statement effective and (ii) in
the case of a Shelf Registration, for a period of 180 days from the date on
which the SEC declares such Registration Statement effective, in either case (x)
until all the Registrable Shares covered by such Registration Statement (other
than any shares reserved for issuance upon
5
<PAGE>
exercise of the underwriters' overallotment option) have been sold pursuant to
such Registration Statement, and (y) as such period may be extended pursuant to
this Section 2.
(d) The Company shall be entitled to postpone the filing of any
Registration Statement otherwise required to be prepared and filed by the
Company pursuant to this Section 2, or suspend the use of any effective
Registration Statement under this Section 2, for a reasonable period of time,
but not in excess of 90 days (a "Delay Period"), if the chief executive officer
------------
or chief financial officer of the Company determines that in such executive
officer's reasonable judgment and good faith the registration and distribution
of the Registrable Shares covered or to be covered by such Registration
Statement would materially interfere with any pending material financing,
acquisition or corporate reorganization or other material corporate development
involving the Company or any of its subsidiaries or would require premature
disclosure thereof and promptly gives the Holders written notice of such
determination, containing a general statement of the reasons for such
postponement and an approximation of the period of the anticipated delay;
provided, however, that (i) the aggregate number of days included in all Delay
Periods during any consecutive 12 months shall not exceed the aggregate of (x)
120 days minus (y) the number of days occurring during all Hold Back Periods and
Interruption Periods during such consecutive 12 months and (ii) a period of at
least 60 days shall elapse between the termination of any Delay Period, Hold
Back Period or Interruption Period and the commencement of the immediately
succeeding Delay Period. If the Company shall so postpone the filing of a
Registration Statement, the Holders of Registrable Shares to be registered shall
have the right to withdraw the request for registration by giving written notice
from the Holders of a majority of the Registrable Shares that were to be
registered to the Company within 45 days after receipt of the notice of
postponement or, if earlier, the termination of such Delay Period (and, in the
event of such withdrawal, such request shall not be counted for purposes of
determining the number of requests for registration to which the Holders of
Registrable Shares are entitled pursuant to this Section 2). The time period for
which the Company is required to maintain the effectiveness of any Registration
Statement shall be extended by the aggregate number of days of all Delay
Periods, all Hold Back Periods and all Interruption Periods occurring during
such Registration and such period and any extension thereof is hereinafter
referred to as the "Effectiveness Period." The Company shall not be entitled to
--------------------
initiate a Delay Period unless it shall (A) to the extent permitted by
agreements with other security holders of the Company, concurrently prohibit
sales by such other security holders under registration statements covering
securities held by such other security holders and (B) in accordance with the
Company's policies from time to time in effect, forbid purchases and sales in
the open market by senior executives of the Company.
(e) The Company shall not include any securities that are not
Registrable Shares in any Registration Statement filed pursuant to this Section
2 without the prior written consent of (i) the Class A Holders of a majority in
number of the Registrable Shares held by Class A Holders covered by such
Registration Statement, and (ii) the Class B Holder(s) of a majority in number
of the Registrable Shares held by such Class B Holders covered by such
Registration Statement, and (iii) Hughes Communications, Inc. Holders with
respect to Registrable Shares held by such Hughes Communications, Inc. Holders
covered by such Registration Statement.
6
<PAGE>
(f) Holders of a majority in number of the Registrable Shares to be
included in a Registration Statement pursuant to this Section 2 may, at any time
prior to the effective date of the Registration Statement relating to such
Registration, revoke such request by providing a written notice to the Company
revoking such request. The Holders of Registrable Shares who revoke such request
shall reimburse the Company for all its out-of-pocket expenses incurred in the
preparation, filing and processing of the Registration Statement; provided,
however, that, if such revocation was pursuant to Section 2(d) (for a
postponement) or was based on the Company's failure to comply in any material
respect with its obligations hereunder, such reimbursement shall not be
required, and such registration shall not count against the maximum number of
Demand Registrations to which the applicable Holders are entitled under Section
2(a). In addition, if pursuant to the terms of this Section 2(f), the Holders
reimburse the Company for its out of pocket expenses incurred in the
preparation, filing and processing of any Registration Statement requested, and
subsequently revoked by such Holder(s), such registration shall not count
against the maximum number of Demand Registrations to which the applicable
Holder(s) are entitled under Section 2(a).
3. Piggyback Registration.
----------------------
(a) Right to Piggyback. If at any time during the Registration Period
------------------
the Company proposes to file a registration statement under the Securities Act
with respect to a public offering of securities of the same type as the
Registrable Shares pursuant to a firm commitment underwritten offering solely
for cash for its own account (other than a registration statement (i) on Form S-
8 or any successor forms thereto, or (ii) filed solely in connection with a
dividend reinvestment plan or employee benefit plan of the Company or its
Affiliates) or for the account of any holder of securities of the same type as
the Registrable Shares (to the extent that the Company has the right to include
Registrable Shares in any registration statement to be filed by the Company on
behalf of such holder), then the Company shall give written notice of such
proposed filing to the Holders at least 15 days before the anticipated effective
date. Such notice shall offer the Holders the opportunity to register such
amount of Registrable Shares as they may request (a "Piggyback Registration").
----------------------
Subject to Section 3(b) hereof, the Company shall include in each such Piggyback
Registration all Registrable Shares with respect to which the Company has
received written requests for inclusion therein within 10 days after notice has
been given to the Holders. Each Holder shall be permitted to withdraw all or any
portion of the Registrable Shares of such Holder from a Piggyback Registration
at any time prior to the effective date of such Piggyback Registration;
provided, however, that if such withdrawal occurs after the filing of the
Registration Statement with respect to such Piggyback Registration, the
withdrawing Holders shall reimburse the Company for the portion of the
registration expenses payable with respect to the Registrable Shares so
withdrawn.
(b) Priority on Piggyback Registrations. The Company shall permit the
-----------------------------------
Holders to include all such Registrable Shares on-the-same terms and conditions
as any similar securities, if any, of the Company included therein.
Notwithstanding the foregoing, if the Company or the managing underwriter or
underwriters participating in such offering advise the Holders in writing that
the total amount of securities requested to be included in such Piggyback
Registration exceeds the amount which can be sold in (or during the time of)
such offering without delaying or jeopardizing the success of the offering
(including the price per
7
<PAGE>
share of the securities to be sold), then the amount of securities to be offered
for the account of the Holders and other holders of securities who have
piggyback registration rights with respect thereto shall be reduced (to zero if
necessary) pro rata on the basis of the number of common stock equivalents
requested to be registered by each such Holder or holder participating in such
offering.
(c) Right to Abandon. Nothing in this Section 3 shall create any
----------------
liability on the part of the Company to the Holders if the Company in its sole
discretion should decide not to file a registration statement proposed to be
filed pursuant to Section 3(a) hereof or to withdraw such registration statement
subsequent to its filing and prior to the later of its effectiveness or the
release of the Registrable Shares for public offering by the managing
underwriter, in the case of an underwritten public offering, regardless of any
action whatsoever that a Holder may have taken, whether as a result of the
issuance by the Company of any notice hereunder or otherwise.
4. Holdback Agreement. If (i) the Company shall file a registration
------------------
statement with respect to the Common Stock or similar securities or securities
convertible into, or exchangeable or exercisable for, such securities and (ii)
the Company (in the case of a nonunderwritten public offering by the Company
pursuant to such registration statement) advises the Holders in writing that a
public sale or distribution of Registrable Shares would materially adversely
affect such offering or the managing underwriter or underwriters (in the case of
an underwritten public offering by the Company pursuant to such registration
statement) advises the Company in writing (in which case the Company shall
notify the Holders) that a public sale or distribution of Registrable Shares
would have material adverse impact on such offering, then each Holder shall, to
the extent not inconsistent with applicable law, refrain from effecting any
public sale or distribution of Registrable Shares during the 10 days prior to
the effective date of such registration statement and until the earliest of (A)
the abandonment of such offering, (B) 90 days from the effective date of such
registration statement and (C) if such offering is an underwritten offering, the
termination of any "hold back" period obtained by the underwriter or
underwriters in such offering from the Company in connection therewith (each
such period, a "Hold Back Period").
----------------
5. Registration Procedures. In connection with the registration
-----------------------
obligations of the Company pursuant to and in accordance with Sections 2 and 3
hereof (and subject to Sections 2 and 3 hereof), the Company shall use
commercially reasonable efforts to effect such registration to permit the sale
of such Registrable Shares in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Company shall as expeditiously as
possible (but subject to Sections 2 and 3 hereof):
(a) At least ten (10) business days before filing a Registration
Statement or prospectus or any amendments or supplements thereto, furnish to the
Holders who are participating in such Registration Statement and the
underwriters, if any, copies of all such documents proposed to be filed, which
documents will be subject to the review of such Holders and such underwriters
(and their respective counsel), and, in the case of a Demand Registration, the
Company will not file any Registration Statement or amendment thereto or any
prospectus
8
<PAGE>
or any supplement thereof to which the Registering Holders or the underwriters,
if any, shall reasonably object;
(b) prepare and file with the SEC a Registration Statement for the
sale of the Registrable Shares on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate in accordance with such
Holders' intended method or methods of distribution thereof, subject to Section
2(b) hereof, and, subject to the Company's right to terminate or abandon a
registration pursuant to Section 3(c) hereof, use commercially reasonable
efforts to cause such Registration Statement to become effective and remain
effective as provided herein;
(c) prepare and file with the SEC such amendments (including
post-effective amendments) to such Registration Statement, and such supplements
to the related Prospectus, as may be required by the rules, regulations or
instructions applicable to the Securities Act during the applicable period in
accordance with the intended methods of disposition specified by the Holders of
the Registrable Shares covered by such Registration Statement, make generally
available earnings statements satisfying the provisions of Section 11(a) of the
Securities Act (provided that the Company shall be deemed to have complied with
this clause if it has complied with Rule 158 under the Securities Act), and
cause the related Prospectus as so supplemented to be filed pursuant to Rule 424
under the Securities Act; provided, however, that before filing a Registration
Statement or Prospectus, or any amendments or supplements thereto (other than
reports required to be filed by it under the Exchange Act), the Company shall
furnish to the Holders of Registrable Shares covered by such Registration
Statement and their counsel for review and comment, copies of all documents
required to be filed;
(d) notify the Holders of any Registrable Shares covered by such
Registration Statement promptly and (if requested) confirm such notice in
writing, (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to such Registration Statement or
any post-effective amendment, when the same has become effective, (ii) of any
request by the SEC for amendments or supplements to such Registration Statement
or the related Prospectus or for additional information regarding such Holders,
(iii) of the issuance by the SEC of any stop order suspending the effectiveness
of such Registration Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (v) of the happening of any
event that requires the making of any changes in such Registration Statement,
Prospectus or documents incorporated or deemed to be incorporated therein by
reference so that they will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading:
(e) use commercially reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of such Registration Statement, or the
lifting of any suspension of the qualification or exemption from qualification
of any Registrable Shares for sale in any jurisdiction in the United States;
9
<PAGE>
(f) furnish to the Holder of any Registrable Shares covered by such
Registration Statement, each counsel for such Holders and each managing
underwriter, if any, without charge, one conformed copy of such Registration
Statement, as declared effective by the SEC, and of each post-effective
amendment thereto, in each case including financial statements and schedules and
all exhibits and reports incorporated or deemed to be incorporated therein by
reference; and deliver, without charge, such number of copies of the preliminary
prospectus, any amended preliminary prospectus, each final Prospectus and any
post-effective amendment or supplement thereto, as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Shares of such
Holder covered by such Registration Statement in conformity with the
requirements of the Securities Act;
(g) prior to any public offering of Registrable Shares covered by such
Registration Statement, use commercially reasonable efforts to register or
qualify such Registrable Shares for offer and sale under the securities or Blue
Sky laws of such jurisdictions as the Holders of such Registrable Shares shall
reasonably request in writing; provided, however, that the Company shall in no
event be required to qualify generally to do business as a foreign corporation
or as a dealer in any jurisdiction where it is not at the time so qualified or
to execute or file a general consent to service of process in any such
jurisdiction where it has not theretofore done so or to take any action that
would subject it to general service of process or taxation in any such
jurisdiction where it is not then subject;
(h) upon the occurrence of any event contemplated by paragraph 5(d)(v)
above, prepare a supplement or post-effective amendment to such Registration
Statement or the related Prospectus or any document incorporated or deemed to be
incorporated therein by reference and file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Shares being sold
thereunder (including upon the termination of any Delay Period), such Prospectus
will not contain an untrue statement of a material fact or omit to state any
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;
(i) use commercially reasonable efforts to cause all Registrable
Shares covered by such Registration Statement to be listed on each securities
exchange or automated interdealer quotation system, if any, on which similar
securities issued by the Company are then listed or quoted;
(j) use commercially reasonable efforts to comply with all applicable
rules and regulations of the SEC and any securities exchange or regulatory body;
(k) on or before the effective date of such Registration Statement,
provide the transfer agent of the Company for the Registrable Shares with
printed certificates for the Registrable Shares covered by such Registration
Statement which are in a form eligible for deposit with The Depository Trust
Company;
(l) if such offering is an underwritten offering, make available for
inspection by any Holder of Registrable Shares included in such Registration
Statement, any underwriter participating in any offering pursuant to such
Registration Statement, and any
10
<PAGE>
attorney, accountant or other agent retained by any such Holder or underwriter
(collectively, the "Inspectors"), such financial and other records and other
information, pertinent corporate documents and properties of any of the Company
and its subsidiaries and affiliates (collectively, the "Records"), as shall be
reasonably necessary to enable them to exercise their due diligence
responsibilities; provided, however, that the Records that the Company
determines, in good faith, to be confidential and which it notifies the
Inspector in writing are confidential shall not be disclosed to any Inspector
unless such Inspector signs a confidentiality agreement reasonably satisfactory
to the Company, which agreement shall permit the disclosure of such Records in
such Registration Statement or the related Prospectus if either (i) the
disclosure of such Records is necessary to avoid or correct a misstatement or
omission in such Registration Statement or (ii) the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction; provided however, that (A) any decision regarding the disclosure
of information pursuant to subclause (i) shall be made only after consultation
with counsel for the applicable Inspectors and the Company and (B) with respect
to any release of Records pursuant to subclause (ii), each Holder of Registrable
Shares agrees that it shall, promptly after learning that disclosure of such
Records is sought in a court having jurisdiction, give notice to the Company so
that the Company, at the Company's expense, may undertake appropriate action to
prevent disclosure of such Records; and
(m) if such offering is an underwritten offering, enter into such
agreements (including an underwriting agreement in form, scope and substance as
is customary in underwritten offerings) and take all such other appropriate and
reasonable actions requested by the Holders of a majority of the Registrable
Shares being sold in connection therewith (including those reasonably requested
by the managing underwriters) in order to expedite or facilitate the disposition
of such Registrable Shares, and in such connection, (i) use commercially
reasonable efforts to obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters and counsel to the Holders
of the Registrable Shares being sold), addressed to each selling Holder of
Registrable Shares covered by such Registration Statement and each of the
underwriters as to the matters customarily covered in opinions requested in
underwritten offerings and such other matters may be reasonably requested by
such counsel and underwriters, (ii) use commercially reasonable efforts to
obtain "cold comfort" letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial data are,
or are required to be, included in the Registration Statement), addressed to
each selling Holder of Registrable Shares covered by the Registration Statement
(unless such accountants shall be prohibited from so addressing such letters by
applicable standards of the accounting profession) and each of the underwriters,
such letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with underwritten
offerings (iii) if requested and if an underwriting agreement is entered into,
provide indemnification provisions and procedures substantially to the effect
set forth in Section 8 hereof with respect to all parties to be indemnified
pursuant to said Section. The above shall be done at each closing under such
underwriting or similar agreement, or as and to the extent required thereunder.
In addition, the Company agrees (i) not to effect any public sale or
distribution of its Common Stock, par value $.01 per share, or any securities
convertible into or exchangeable
11
<PAGE>
or exercisable for such securities, during the 10 days prior to the effective
date of any underwritten Demand or Piggyback Registration and until the earliest
of (A) the abandonment of such offering, or (B) the termination of any "hold
back" period reasonably requested by the underwriters (with exceptions for
issuances pursuant to outstanding options, warrants, and convertible or
exchangeable securities, pursuant to employee and dividend reinvestment plans,
and such other exceptions as are customary or agreed with the managing
underwriter).
The Company may require each Holder of Registrable Shares covered by a
Registration Statement to furnish such information regarding such Holder and
such Holder's intended method of disposition of such Registrable Shares as it
may from time to time reasonably request in writing. If any such information is
not furnished within a reasonable period of time after receipt of such request,
the Company may exclude such Holder's Registrable Shares from such Registration
Statement.
Each Holder of Registrable Shares covered by a Registration Statement
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 5(d)(ii), 5(d)(iii), 5(d)(iv) or 5(d)(v)
hereof, that such Holder shall forthwith discontinue disposition of any
Registrable Shares covered by such Registration Statement or the related
Prospectus until receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 5(h) hereof, or until such Holder is advised in writing
(the "Advice") by the Company that the use of the applicable Prospectus may be
------
resumed, and has received copies of any amended or supplemented Prospectus or
any additional or supplemental filings which are incorporated, or deemed to be
incorporated, by reference in such Prospectus (such period during which
disposition is discontinued being an "Interruption Period") and, if requested by
-------------------
the Company, the Holder shall deliver to the Company (at the expense of the
Company) all copies then in its possession, other than permanent file copies
then in such holder's possession, of the Prospectus covering such Registrable
Shares at the time of receipt of such request.
Each Holder of Registrable Shares covered by a Registration Statement
further agrees not to utilize any material other than the applicable current
preliminary prospectus or Prospectus in connection with the offering of such
Registrable Shares.
6. Registration Expenses. Whether or not any Registration Statement
---------------------
is filed or becomes effective, the Company shall pay all costs, fees and
expenses incident to the Company's performance of or compliance with this
Agreement, including (i) all registration and filing fees, including NASD filing
fees, (ii) all fees and expenses of compliance with securities or Blue Sky laws,
including reasonable fees and disbursements of counsel in connection therewith,
(iii) printing expenses (including expenses of printing certificates for
Registrable Shares and of printing preliminary and final prospectuses if the
printing of prospectuses is requested by the Holders or the managing
underwriter, if any), (iv) messenger, telephone and delivery expenses, (v) fees
and disbursements of counsel for the Company, (vi) fees and disbursements of all
independent certified public accountants of the Company (including expense of
any "cold comfort" letters required in connection with this Agreement) and all
other persons retained by the Company in connection with this Agreement and the
Registration Statement, and (vii) all other costs, fees and expenses incident to
the Company's performance or compliance
12
<PAGE>
with this Agreement. Notwithstanding the foregoing, the fees and expenses of any
persons retained by any Holder, including counsel for such Holders, and any
discounts, commissions or brokers' fees or fees of similar securities industry
professionals and any transfer taxes relating to the disposition of the
Registrable Shares by a Holder, will be payable by such Holder and the Company
will have no obligation to pay any such amounts.
7. Underwriting Requirements.
-------------------------
(a) Subject to Section 7(b) hereof, any Holder giving a Demand Notice
shall have the right, by written notice, to request that any Demand Registration
provide for an underwritten offering.
(b) In the case of any underwritten offering pursuant to a Demand
Registration, the Holders of a majority of the Registrable Shares covered by the
Demand Notice to be disposed of in connection therewith shall select the
institution or institutions that shall manage or lead such offering, which
institution or institutions shall be reasonably satisfactory to the Company. In
the case of any underwritten offering pursuant to a Piggyback Registration, the
Company shall select the institution or institutions that shall manage or lead
such offering.
8. Indemnification.
---------------
(a) Indemnification by the Company. The Company shall, without
------------------------------
limitation as to time, indemnify and hold harmless, to the full extent permitted
by law, each Holder of Registrable Shares whose Registrable Shares are covered
by a Registration Statement or Prospectus, the officers, directors and agents
and employees of each of them, each Person who controls each such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, agents and employees of each such controlling
person, to the fullest extent lawful, from and against any and all losses,
claims, damages, liabilities, judgment, costs (including, without limitation,
costs of preparation and reasonable attorneys' fees) and expenses (collectively,
"Losses"), as incurred, arising out of or based upon any untrue or alleged
------
untrue statement of a material fact contained in such Registration Statement or
Prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or based upon any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are based upon
information furnished in writing to the Company by or on behalf of such Holder
expressly for use therein or by any underwriter in a Demand Registration;
provided, however, that the Company shall not be liable to any such Holder to
the extent that any such Losses arise out of or are based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any preliminary prospectus if (i) having previously been furnished by or on
behalf of the Company with copies of the Prospectus, such Holder failed to send
or deliver a copy of the Prospectus with or prior to the delivery of written
confirmation of the sale of Registrable Shares by such Holder to the person
asserting the claim from which such Losses arise and (ii) the Prospectus would
have corrected in all material respects such untrue statement or alleged untrue
statement or such omission or alleged omission; and provided further, however,
that the Company shall not be liable in any such case to the extent that any
such Losses arise out of or are based upon an untrue statement
13
<PAGE>
or alleged untrue statement or omission or alleged omission in the Prospectus,
if (x) such untrue statement or alleged untrue statement, omission or alleged
omission is corrected in all material respects in an amendment or supplement to
the Prospectus and (y) having previously been furnished by or on behalf of the
Company with copies of the Prospectus as so amended or supplemented, such Holder
thereafter fails to deliver such Prospectus as so amended or supplemented, prior
to or currently with the sale of Registrable Shares. In connection with any
Underwritten Offering, the Company will also indemnify underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of Section 15 of the Securities
Act) to the same extent as provided above with respect to Indemnification of
Holders of Registrable Shares, or on such other terms as are reasonable and
customary and requested by the managing underwriter.
(b) Indemnification by Holder of Registrable Shares. In connection
-----------------------------------------------
with any Registration Statement in which a Holder is participating, such Holder
shall furnish to the Company in writing such information as the Company
reasonably requests for use in connection with such Registration Statement or
the related Prospectus and agrees to indemnify, to the full extent permitted by
law, the Company, its directors, officers, agents or employees, each Person who
controls the Company (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act) and the directors, officers, agents or employees
of such controlling Persons, from and against all Losses arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in such
Registration Statement or the related Prospectus or any amendment or supplement
thereto, or any preliminary prospectus, or arising out of or based upon any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue or alleged untrue statement or omission or
alleged omission is based upon any information so furnished in writing by or on
behalf of such Holder to the Company expressly for use in such Registration
Statement or Prospectus.
(c) If any Person shall be entitled to indemnity hereunder (an
"Indemnified Party"), indemnified party shall give prompt notice to the party
- ------------------
from which such indemnity is sought (the "Indemnifying Party") of any claim or
------------------
of the commencement of any proceeding with respect to indemnitee party seeks
indemnification or contribution pursuant hereto; provided, however, that the
delay or failure to so notify the indemnifying party shall not relieve the
indemnifying party from any obligation or liability except to the extent that
the indemnifying party has been prejudiced by such delay or failure. The
indemnifying party shall have the right, exercisable by giving written notice to
an indemnified party promptly after the receipt of written notice from such
indemnified party of such claim or proceeding, to assume, at the indemnifying
party's expense, the defense of any such claim or proceeding, with counsel
reasonably satisfactory to such indemnified party; provided, however, that (i)
an indemnified party shall have the right to employ separate counsel in any such
claim or proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless: (1) the indemnifying party agrees to pay such fees and expenses; (2) the
indemnifying party fails promptly to assume the defense of such claim or
proceeding or fails to employ counsel reasonably satisfactory to such
indemnified party; or (3) the named parties to any proceeding (including
impleaded parties) include both such indemnified
14
<PAGE>
party and the indemnifying party, and such indemnified party shall have been
advised by counsel that there may be one or more legal defenses available to it
that are inconsistent with those available to the indemnifying party or that a
conflict of interest is likely to exist among such indemnified party and any
other indemnified parties (in which case the indemnifying party shall not have
the right to assume the defense of such action on behalf of such indemnified
party); and (ii) subject to clause (3) above, the indemnifying party shall not,
in connection with any one such claim or proceeding or separate but
substantially similar or related claims or proceedings in the same jurisdiction,
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one firm of attorneys (together with appropriate
local counsel) at any time for all of the indemnified parties, or for fees and
expenses that are not reasonable. Whether or not such defense is assumed by the
indemnifying party, such indemnified party shall not be subject to any liability
for any settlement made without its consent. The indemnifying party shall not
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release, in form and substance reasonably
satisfactory to the indemnified party, from all liability in respect of such
claim or litigation for which such indemnified party would be entitled to
indemnification hereunder.
(d) Contribution. If the indemnification provided for in this Section
------------
8 is unavailable to an indemnified party in respect of any Losses (other than in
accordance with its terms), then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Losses, 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 hand, in connection with
the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such indemnifying
party, on the one hand, and indemnified party, on the other hand, shall be
determined by reference to, among other things, whether any action in question,
including any untrue statement of a material fact or omission or alleged
omission to state a material fact, has been taken by, or relates to information
supplied by, such indemnifying party or indemnified party, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent any such action, statement or omission. The amount paid or payable by a
party as a result of any Losses shall be deemed to include any legal or other
fees or expenses incurred by such party in connection with any investigation or
proceeding. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the this Section 8(d).
Notwithstanding the provision of this Section 8(d), an indemnifying party that
is a Holder shall not be required to contribute any amount which is in excess of
the amount by which the total proceeds received by such Holder from the sale of
the Registrable Shares sold by such Holder (net of all underwriting discounts
and commissions) exceeds the amount of any damages that such indemnifying party
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 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.
15
<PAGE>
9. Rule 144. If the Company shall have filed a registration
--------
statement pursuant to the requirements of Section 12 of the Exchange Act or a
registration statement pursuant to the requirements of the Securities Act, the
Company covenants that it will timely file the reports required to be filed by
it under the Securities Act or the Exchange Act (including but not limited to
the reports under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the SEC under the Securities Act) and
the rules and regulations adopted by the SEC thereunder (or if the Company is
not required to file such reports, the Company will, upon the request of any
Holder of Registrable Shares, make publicly available other information), and
will take such further action as any Holder of Registrable Shares may reasonably
request, all to the extent required from time to time to enable such Holder of
Registrable Shares to sell Registrable Shares within the exemption provided by
(i) Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon
the request of any Holder of Registrable Shares, the Company will deliver to
such Holder a written statement as to whether it has complied with such
requirements.
10. Miscellaneous.
-------------
(a) Termination. This Agreement and the obligations of the Company
-----------
and the Holders hereunder (other than Section 8 hereof) shall terminate on the
first date on which no Registrable Shares remain outstanding.
(b) Notices. All notices, requests, demands and other communications
-------
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when received if personally delivered;
when transmitted if transmitted by telecopy, electronic or digital transmission
method; the day after it is sent, if sent for next day delivery to a domestic
address by recognized overnight delivery service (e.g., Federal Express); and
upon receipt, if sent by certified or registered mail, return receipt requested.
In each case notice shall be sent to:
i. if to the Company, to:
PanAmSat Corporation
One Pickwick Plaza
Greenwich, Connecticut 06830
Attention: Frederick A. Landman
Telephone: (203) 622-6664
Telecopy: (203) 622-9163
16
<PAGE>
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
Attention: Denis J. Friedman, Esq.
Telephone: (212) 408-5200
Telecopy: (212) 541-5369
ii. if to Hughes Communications, Inc., Hughes Communications Galaxy,
Inc. or Hughes Communications Satellite Services, Inc., to:
Hughes Communications, Inc.
P.O. Box 9712
Long Beach, CA 90810-9928
Attention: President
Telephone: (310) 525-5010
Telecopy: (310) 525-5015
with a copy to:
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
Attention: Bruce R. Lederman, Esq.
Telephone: (213) 485-1234
Telecopy: (213) 891-8763
iii. if to any of the Class A Stockholders listed
on the signature pages hereto, to:
Patrick J. Costello
c/o PanAmSat Corporation
One Pickwick Plaza
Greenwich, Connecticut 06830
Attention: Frederick A. Landman
Telephone: (203) 622-6664
Telecopy: (203) 622-9163
with a copy to:
Cummings & Lockwood
4 Stamford Plaza, CT 06904
Attn: John Musicaro
Telephone: (203) 351-4370
Telecopy: (203) 351-4499
17
<PAGE>
iv. if to Satellite Company, L.L.C., to:
Satellite Company, L.L.C.
Fonovisa Centroamerica, S.A.
De Popa de Curridabat 25 Mts. Este
Edificio Galerias del Este
Local 8
San Jose, Costa Rica
Attention: Jorge Suarez
Telephone: 011-506-253-0758
Telecopy: 011-506-224-0836
with a copy to:
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attention: Joseph A. Stern, Esq.
Telephone: (212) 859-8000
Telecopy: (212) 859-4000
(c) Interpretation. When a reference is made in this Agreement to
--------------
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. Headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the word "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation". This Agreement shall not be construed for or against either party
by reason of the authorship or alleged authorship of any provision hereof or by
reason of the status of the respective parties. All terms defined in this
Agreement in the singular shall have the same comparable meanings when used in
the plural and vice versa, unless otherwise specified.
(d) Entire Agreement; No Third-Party Beneficiaries. This Agreement
----------------------------------------------
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.
(e) Assignment. Neither this Agreement nor any of the rights,
----------
interests, or obligations hereunder shall be assigned (whether by operation of
law or otherwise) by any Holder without the consent of the Company, or by the
Company without the consent of Holders of at least a majority in number of the
Registrable Shares then outstanding provided that any Holder can assign its
rights hereunder to a Permitted Transferee or Permitted Assignee of $15 million
or more in value of Common Stock without the consent of the Company. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns. In no event shall any transferee of Common Stock be entitled, solely as
a result of such transfer, to any of the benefits of this Agreement or to
enforce the same.
18
<PAGE>
(f) Governing Law. This Agreement shall be construed, interpreted and
-------------
the rights of the parties determined in accordance with the laws of the State of
Delaware (without reference to the choice of law provisions), except with
respect to matters of law concerning the internal corporate affairs of any
corporate entity which is a party to or the subject of this Agreement, and as to
those matters the law of the jurisdiction under which the respective entity
derives its powers shall govern.
(g) Severability. Each party agrees that, should any court or other
------------
competent authority hold any provision of this Agreement or part hereof to be
null, void or unenforceable, or order any party to take any action inconsistent
herewith or not to take an action consistent herewith or required hereby, the
validity, legality and enforceability of the remaining provisions and
obligations contained or set forth herein shall not in any way be affected or
impaired thereby. Upon any such holding that any provision of this Agreement is
null, void or unenforceable, the parties will negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
by this Agreement are consummated to the extent possible. Except as otherwise
contemplated by this Agreement, to the extent that a party hereto took an action
inconsistent herewith or failed to take action consistent herewith or required
hereby pursuant to an order or judgment of a court or other competent authority,
such party shall incur no liability or obligation unless such party did not in
good faith seek to resist or object to the imposition or entering of such order
or judgment.
(h) Injunctive Relief. The parties acknowledge that it will be
-----------------
impossible to measure in money the damages that would be suffered if the parties
fail to comply with any of the obligations herein imposed on them and that in
the event of any such failure, an aggrieved person or entity will be irreparably
damaged and will not have an adequate remedy at law. Any such person or entity
shall, therefore, be entitled to injunctive relief, including specific
performance, to enforce such obligations, and if any action should be brought in
equity to enforce any of the provisions of this Agreement, none of the parties
shall raise the defense that there is an adequate remedy at law.
(i) Attorneys' Fees. If any party to this Agreement brings an action
---------------
to enforce its rights under this Agreement, the prevailing party shall be
entitled to recover its costs and expenses, including without limitation
reasonable attorneys' fees, incurred in connection with such action, including
any appeal of such action.
(j) Cumulative Remedies. All rights and remedies of any party hereto
-------------------
are cumulative of each other and of every other right or remedy such party may
otherwise have at law or in equity, and the exercise of one or more rights or
remedies shall not prejudice or impair the concurrent or subsequent exercise of
other rights or remedies.
(k) Counterparts. This Agreement may be executed in two or more
------------
counterparts, all of which shall be considered one and the same instrument and
shall become effective when executed and delivered by each of the parties.
19
<PAGE>
(l) Amendments and Waivers. Except as otherwise provided herein, the
----------------------
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders of at least a
majority in number of the Registrable Shares then outstanding, or the Holders
have obtained the written consent of the Company.
(m) Other Agreements. Without the approval of Holders owning at least
----------------
two-thirds in interest of each of the Hughes Communications, Inc. Holders, the
Class A Holders, and the Class B Holders of the Registrable Shares, the Company
shall not enter into any registration rights agreement ranking pari passu or
---- -----
senior to this Agreement.
20
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amended and
Restated Registration Rights Agreement as of the date first above written.
MAGELLAN INTERNATIONAL, INC.
By: /s/ Charles H. Noski
--------------------------------
Name: Charles H. Noski
Title: President
STOCKHOLDERS
------------
HUGHES COMMUNICATIONS, INC.
HUGHES COMMUNICATIONS GALAXY, INC.
HUGHES COMMUNICATIONS
SATELLITE SERVICES, INC.
By: /s/ Jerald F. Farrell
-------------------------------
Name: Jerald F. Farrell
Title: President
SATELLITE COMPANY, L.L.C.
By: /s/ Jorge Suarez Barbosa
-------------------------------
Name: Jorge Suarez Barbosa
Title: General Manager
S-1
<PAGE>
CLASS A STOCKHOLDERS
/s/ Mary Anselmo
---------------------------------------------------------
Name: MARY ANSELMO, individually and as a trustee of the
Article VII Trust created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust Agreement
dated as of February 28, 1995 and as a co-trustee
of RAYCE ANSELMO TRUST DATED DECEMBER 23, 1991
/s/ Frederick A. Landman
---------------------------------------------------------
Name: FREDERICK A. LANDMAN, individually and as a
trustee of the Article VII Trust created by the
RENE ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994
and as a successor trustee under the Voting Trust
Agreement dated as of February 28, 1995
/s/ Lourdes Saralegui
---------------------------------------------------------
Name: LOURDES SARALEGUI, individually and as a trustee
of the Article VII Trust created by the RENE
ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994 and as
a successor trustee under the Voting Trust
Agreement dated as of February 28, 1995
/s/ Pier Landman
---------------------------------------------------------
Name: PIER LANDMAN, individually and as the sole trustee
of the CHLOE LANDMAN TRUST DATED JUNE 10, 1988 and
the sole trustee of the RISSA LANDMAN TRUST DATED
JUNE 10, 1988
/s/ Patrick J. Costello
---------------------------------------------------------
Name: PATRICK J. COSTELLO, as trustee of the FREDERICK
A. LANDMAN IRREVOCABLE TRUST DATED DECEMBER 22,
1995 and as a successor trustee of the RAYCE
ANSELMO TRUST DATED DECEMBER 23, 1991
S-2
<PAGE>
/s/ Reverge Anselmo
---------------------------------------------------------
Name: REVERGE ANSELMO, individually and as a trustee of
the Article VII Trust created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust Agreement
dated as of February 28, 1995
S-3
EXHIBIT 5
EMPLOYMENT AGREEMENT
--------------------
This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 15, 1997,
is by and between Magellan International, Inc. (the "Company") and Frederick A.
Landman (the "Executive").
In consideration of the promises in this Agreement, the mutuality and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Employment. The Company hereby employs the Executive and the
----------
Executive hereby accepts employment by the Company under the terms and
conditions set forth in this Agreement.
2. Term. The term of the Executive's employment under this Agreement
----
(the "Employment Term") will commence at the Effective Time of the Merger, as
such terms are defined in the Agreement and Plan of Merger (the "Agreement and
Plan of Merger") dated September 20, 1996 between Hughes Communications Inc.,
certain of its affiliates, and PanAmSat Corporation, and will end three years
later; unless the Executive's employment is terminated under Paragraph 7, in
which event the Agreement will terminate on the date of termination pursuant to
Paragraph 7. After the expiration of the Employment Term, it is anticipated that
no employment agreement will be required to define the employment status of
<PAGE>
the Executive. However, if the term of this Agreement is extended by the Company
and the Executive, in writing, the period of time during which the Executive is
actively employed by the Company pursuant to this Agreement shall be referred to
herein as the "Employment Period."
3. Title and Duties. The Executive will serve as the President and
----------------
Chief Executive Officer of the Company and be based at the Company's
headquarters in Greenwich, Connecticut. The Executive shall be responsible for,
among other things, the profitability and total performance of the Company,
maintenance of all legal and statutory requirements applicable to the Company,
and, in accordance with the by-laws of the Company, the management of all
personnel of the Company, selection of management staff, outside consultants and
counsel, and such other duties and responsibilities that may be assigned to him
from time to time by the Board of Directors of the Company that are consistent
with his position. The Executive agrees to devote his full business attention,
skill and energy to the duties set forth herein and to the business of the
Company, to use his efforts to promote the success of the Company's business,
and to cooperate with the Board of Directors in the advancement of the best
interests of the Company. The Executive will serve, without additional
compensation, as a director of the Company. Nothing in this Agreement prevents
Executive from engaging in
2
<PAGE>
additional activities in connection with personal investments and community
affairs that are not inconsistent with the Executive's duties hereunder.
4. Compensation and Benefits. During the Employment Period,
-------------------------
Executive shall receive the following compensation and benefits:
(a) Base Salary. In consideration for Executive's services to the
-----------
Company during the Employment Term, Executive shall receive a base salary at the
annual rate of Six Hundred Thousand Dollars (U.S. $600,000) ("Base Salary"). The
Base Salary shall be payable in accordance with the Company's customary payroll
practices for other executive employees, from which the Company shall withhold
and deduct all federal and state income, social security and disability taxes
and other deductions as required by applicable laws. During the Employment
Period, the Base Salary will be reviewed by the Board of Directors on an annual
basis and may be adjusted upward to reflect the Executive's performance and the
scope and success of the Company.
(b) Incentive Bonuses. The Executive shall be eligible to receive
-----------------
incentive bonuses (the "Incentive Bonus") on an annual basis, based on meeting
financial performance criteria ("Financial and Business Goals") for the Company
with respect to revenue growth, cash flow and other financial criteria agreed
upon in advance each year by the Executive and
3
<PAGE>
the Company. The Incentive Bonus shall be based on a target dollar amount. The
target dollar amount for calendar year 1997 shall be $400,000 and shall not be
prorated. The Executive shall receive an Incentive Bonus equal to the target
dollar amount if the Financial and Business Goals are met. To the extent the
Company exceeds the Financial and Business Goals by up to 25%, the Board of
Directors will increase the target dollar amount by up to 50%, or, if the
Company fails to meet the Financial and Business Goals by no more than 20%, the
Board of Directors may reduce the target dollar amount to a number no lower than
80% of such target dollar amount. If more than two of the Financial and Business
Goals are missed by more than 20%, the Company shall not be required to pay any
award. If an award is earned, the Executive shall receive an Incentive Bonus
equal to the adjusted target dollar amount.
(c) Employee Benefits. The Executive shall be entitled to participate
-----------------
in the Company's employee benefit plans and policies in effect from time to
time, including but not limited to medical benefits, life insurance and other
fringe benefits, as may be in effect from time to time, under the same terms and
conditions as similarly situated executive employees.
(d) Vacation and Holidays. The Executive shall be entitled to paid
---------------------
vacation time and paid holidays to the same extent as similarly situated
executive employees of
4
<PAGE>
the Company may be entitled in accordance with the policies of the Company in
effect from time to time.
(e) Housing Allowance. The Company agrees that, if Executive's duties
-----------------
require him to spend 30% of his working time in California, the Company will pay
for the costs of renting suitable housing for the Executive and his family and
will provide a reasonable allowance for related expenses.
5. Stock Options.
-------------
(a) In addition to the Base Salary and other benefits provided above,
the Company shall promptly grant stock options (the "Options") to the Executive
to purchase 93,750 shares of common stock of the Company at an exercise price
equal to fair market value of the stock of the Company on the date of the grant
pursuant to the Company's Long term Stock Incentive Plan (the "Stock Option
Plan").
(b) The Options shall vest as follows:
. 1/3 of the Options shall vest on the first anniversary of the
date of the Merger, if the Executive is employed by the Company
on such date;
. 1/3 of the Options shall vest on the second anniversary of the
date of the Merger, if the Executive is employed by the Company
on such date; and
5
<PAGE>
. 1/3 of the Options shall vest on the third anniversary of the
date of the Merger, if the Executive is employed by the Company
on such date.
(c) The Company agrees that any shares purchased by the Executive will
be registered for resale on a Registration Statement filed on Form S-8 or S-3,
which Registration Statement will be duly filed with the Securities and Exchange
Commission.
(d) The Executive also shall be eligible for additional stock options
as may be granted to executive employees of the Company from time to time.
(e) Except as otherwise provided in this Agreement, the provisions of
the Stock Option Plan shall govern in respect of the Executive's rights and
obligations relating to the Options.
6. Reimbursement of Expenses.
-------------------------
During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable and necessary expenses incurred
by him in performing services hereunder, provided that the Executive properly
accounts for such expenses in accordance with the Company's policy then in
effect.
7. Termination of Employment.
-------------------------
6
<PAGE>
(a) Death. The Executive's employment shall terminate
-----
immediately upon his death.
(b) Disability. The Employment Period shall be deemed to have expired
----------
upon the occurrence of a "Disability." For purposes of this Agreement,
"Disability" means a determination by the Company in accordance with applicable
law that, as a result of a physical or mental illness, the Executive is unable
to perform the essential functions of his job performance with or without
reasonable accommodation. The Company, by action of the Board of Directors of
the Company after giving the Executive and his medical and legal advisors an
opportunity to meet with the Board of Directors, may only render such
determination of disability if (i) the Executive is chemically dependent and
refuses or is unsuccessful in chemical dependency treatment or (ii) the
Executive has been unable to substantially perform his duties for one hundred
and twenty (120) consecutive days or for one hundred and fifty (150) days during
any twelve (12) month period because of physical or mental infirmity.
(c) Termination for Material Breach. Upon delivery of written notice
-------------------------------
of termination for "Material Breach" (as defined below) from the Company to the
Executive, the Employment Period shall be deemed to have expired. Termination
for "Material Breach" shall mean termination based on (i) the Executive's
material breach of this Agreement, (ii) the Executive's wilful contravention of
specific written
7
<PAGE>
lawful directions from the Board of Directors acting by majority action (and not
through a committee thereof) or (iii) conduct by the Executive in connection
with his employment that is fraudulent, felonious or grossly negligent.
Termination for "Material Breach" shall be by action of the Board of Directors
of the Company after giving the Executive and his legal advisors an opportunity
to meet with the Board of Directors, and, with respect to any termination based
upon clauses (i) or (ii) of the preceding sentence, after giving the Executive
30 days to cure any Material Breach if such Material Breach can be cured. In the
event of any Material Breach of this Agreement, the Executive shall be liable to
the Company for such damages as the law may allow.
(d) Resignation. The Executive may voluntarily resign his employment
-----------
hereunder (i) at any time during the first year following the Effective Date,
for any reason or no reason, upon no more than 90 and no fewer than 60 days
prior written notice to the Board of Directors and (ii) during the second and
third years following the Effective Date, (A) upon written notice to the Board
of Directors given at any time with immediate effect, for "Good Reason" (as
defined immediately below) or (B) upon no more than 90 and no fewer than 60 days
prior written notice to the Board of Directors given at any time, for any reason
or no reason, specifying in each case, whether resignation is pursuant to
subsection (A) or (B) above. The Executive shall have "Good
8
<PAGE>
Reason" to terminate his employment with the Company upon the occurrence of
either of the following events:
(x) the Company should fail to continue to employ the Executive
during the Employment Term in a manner consistent with Section 3 and in the same
executive capacity with the Company in which the Executive was employed by
PanAmSat Corporation immediately prior to the Merger, with materially the same
duties and responsibilities with the Company that the Executive had with
PanAmSat Corporation immediately prior to the Merger; provided, that the
Executive shall be required prior to the effectiveness of a constructive
termination pursuant to this subsection (x) to have given the Company twenty
(20) days notice and an opportunity to cure such failure. Without in any way
limiting the right of the Executive to elect to terminate his services under
Section 7(d)(ii)(A), it is understood that any change in the Executive's job
description, offices, perquisites or place of employment by more than 35 miles,
any reduction in the number of officers or other employees or diminishment in
the overall management responsibility of officers and other employees reporting
directly to the Executive, any diminishment in the decision making authority of
the Executive shall each be a change in his duties and responsibilities that
will give the Executive the right to elect to terminate his services under
Section 7(d)(ii)(A); or
9
<PAGE>
(y) the Company should reduce or fail to pay or award to the
Executive when due any Base Salary, Incentive Bonus or other amount payable to
the Executive or to provide the Executive with any benefits to which the
Executive is entitled.
(e) Discretionary Termination by the Company. Upon delivery of
----------------------------------------
written notice of termination of the Executive's employment for a reason other
than Material Breach, death or Disability from the Company to the Executive, the
Employment Period shall be deemed to have terminated 60 days after the written
notice is delivered to the Executive.
(f) Continuation of Salary and Benefits. In the event the Executive's
-----------------------------------
employment terminates during the Employment Period as of result of his death as
set forth in paragraph 7(a), or as a result of the Executive's Disability as set
forth in paragraph 7(b), the Company shall pay to the Executive or his estate,
as the case may be, his Base Salary and any employee benefits, including group
medical benefits, to which he would otherwise be entitled under this Agreement,
for 12 months from the date of termination of employment.
(g) Termination Payment. If the Executive's employment terminates
-------------------
during the Employment Term as a result of (i) termination by the Company in
accordance with paragraph (e) of this Section 7; or (ii) Resignation by the
Executive in accordance with paragraph (d)(i) or (ii)(A) of this Section 7,
10
<PAGE>
the Executive shall be entitled to a Termination Payment from the Company and
the continuation of certain employee benefits. The term "Termination Payment"
shall mean an amount that is equal to 3 times the sum of (1) Salary (as defined
below), plus (2) the Applicable Bonus (as defined below). The term "Salary"
----
herein shall mean the annual cash compensation payable to the Executive by the
Company and/or, during the first year hereunder, by PanAmSat Corporation, and
the term "Applicable Bonus" shall mean the annual amount awarded or paid under
any incentive or bonus plan or program of the Company and/or, during the first
year hereunder, by PanAmSat Corporation and any additional amounts (such
aggregate amounts, the "Bonus") paid to the Executive by the Company and/or,
during the first year hereunder, by PanAmSat Corporation, during the fiscal year
ending immediately prior to the fiscal year in which the termination occurred
(excluding, however, the special bonus in lieu of stock option of $950,000 paid
to Executive in September of 1996 by PanAmSat Corporation), or the Bonus
scheduled to be paid to the Executive during the fiscal year in which the
termination occurs, prorated to the date of termination, whichever is greater.
The Termination Payment shall be due and payable ten (10) days after the
Executive is or has been terminated from, or terminates, his employment with the
Company. The Executive and his dependents also shall be entitled to participate,
for a period of three years following termination, in all employee
11
<PAGE>
welfare benefit plans (as that term is defined in Section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended), and to receive or
----------
participate in all other benefit arrangements, policies or practice of the
Company to which and in which active executive employees are or shall be
entitled to receive or participate in during this period other than qualified
pension or profit sharing plans in which he would not legally be entitled to
participate.
(i) Vesting of Options. Upon termination of the Executive's
------------------
employment during the Employment Period for any reason other than as a result of
termination for Material Breach under Section 7(c) or Resignation by the
Executive under Section 7(d)(i) or (d)(ii)(B), all unvested Options granted to
Executive shall vest immediately and be exercisable for the remainder of their
original term. Upon termination of the Executive's employment for any reason,
all vested Options shall continue to be exercisable for their original term. The
provisions of this Section 7(i) shall survive the expiration of this Agreement
and shall be separately provided for in the relevant option agreement with
Executive provided in connection with the Option grant.
(j) Registration; Stock Repurchase Rights. In the event the
-------------------------------------
Executive's employment with the Company terminates for any reason during the
Employment Term, the Executive may, by written notice to the Company, demand
that the Company register all or any portion of the Common Stock of
12
<PAGE>
the Company held by him, beneficially or otherwise, and the Company shall
promptly (1) enter into a registration rights agreement (the "Registration
Rights Agreement") substantially similar to the amended and restated
registration rights agreement in the form of that attached as Exhibit F to the
Agreement and Plan of Merger; provided, that a demand registration pursuant to
such Registration Rights Agreement shall (i) cover a minimum of one-half of the
shares of Common Stock of the Company held, beneficially or otherwise, by the
Executive immediately following the Merger, and (ii) be effective for one demand
registration requested by the Executive during the first year after the Merger,
and (2) register said Common Stock in accordance with the provisions of the
Registration Rights Agreement; provided, that following any such demand, the
Company shall have the right, by written notice sent to the Executive within ten
(10) days of receipt of a Demand Notice (as defined in the Registration Rights
Agreement), to purchase at the Repurchase Price (as defined below) any or all
shares of Common Stock of the Company covered by the Demand Notice. The Company
shall purchase such shares from the Executive by making a lump sum payment to
the Executive (or his estate), within thirty (30) days of receiving the Demand
Notice. "Repurchase Price" means the average of the closing price of the Common
Stock for the thirty consecutive Trading Days (as defined below) ending the date
following the date on which the Company receives the
13
<PAGE>
Demand Notice. A "Trading Day" shall be any day on which the principal national
securities exchange on which the Common Stock is admitted to trading or listed
is open.
(k) Termination Date. The date upon which Executive's employment with
----------------
the Company terminates shall constitute the "Termination Date."
8. Confidential Information.
------------------------
The Executive agrees not to disclose, either while in the Company's
employ or at any time thereafter, to any person not employed by the Company, or
not engaged to render services to the Company, any confidential information
obtained by him while in the employ of the Company, including, without
limitation, information about any of the Company's finances, costs, profits,
markets, software, inventions, data lists, client lists, operational methods,
technical matters, pricing policies, business plans, or customer or trade
secrets; provided, however, that this provision shall not preclude the Executive
from use or disclosure of information which is in the public domain or from
disclosure required by law or court order (after notice to the Company to permit
it to contest the need for disclosure or to seek an appropriate protective
order).
14
<PAGE>
9. Non-Competition.
---------------
(a) Competition. The Executive agrees that for a period of three
-----------
years after the Termination Date, the Executive will not, without the prior
written approval of the Board of Directors, participate in the management of, be
employed by or own any interest in any business enterprise that engages in (A)
the sale or lease of, or the provision of satellite services via, transponder
capacity on satellites operating in geostationary earth orbit in the C-band, Ka-
band and Ku-band frequencies for the transmission of video, audio and data
signals; and (B) the provision of telemetry, tracking and control services for
such satellites and for other satellites operating in geostationary earth orbit
in the C-band, Ka-band, Ku-band, L-band and UHF-band frequencies or other
frequency bands that may be utilized in the future; but in each case excluding
the sale or lease of transponder capacity and telemetry, tracking and control
services provided on or for any satellite that has both (x) multiple (six or
more) receive and transmit beams and (y) an on-board satellite payload processor
which can switch uplink signals in one beam to a downlink signal in one of
multiple beams; provided, however, that nothing in this Section 9(a) shall
-------- -------
prohibit the Executive from owning less than 5% of the outstanding equity
securities of any enterprise whose equity securities are publicly traded.
Notwithstanding the above, in the event the Executive's employment ends as a
result of Disability under
15
<PAGE>
Section 7(b), the restrictions in this Section 9(a) shall continue only for the
period during which the Executive continues to receive salary and benefits from
the Company pursuant to this Agreement.
(b) Interference. The Executive hereby agrees that until such time as
------------
the restrictions contained in Section 9(a) lapse in accordance with their terms,
he will not intentionally interfere with the Company's relationship with, or
endeavor to entice away from the Company, any employee, person, firm,
corporation, or other business organization who or which was an employee,
customer or supplier of, or maintained a business relationship with, any
business of the Company which was conducted at any time prior to the Termination
Date. Nothing in this Section 9(b) prohibits the Executive from employing or
doing business with any employee, person, firm, corporation or other business
organization who, by his or its own choice, seeks to be employed or do business
with the Executive.
(c) The Executive expressly acknowledges and understands that the
remedy of law for any breach by him of this Section 9 will be inadequate, and
that the damages flowing from such breach are not readily susceptible to being
measured in monetary terms. Accordingly, it is acknowledged that upon the
Executive's violation of any provision of this Section 9, the Company shall be
entitled to immediate injunctive relief and may obtain a temporary order
restraining
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any threatened or further breach. Nothing in this Section 9 shall be deemed to
limit the Company's remedies at law or in equity for any breach by the Executive
of any of the provisions of this Section 9 which may be pursued or availed of by
the Company.
(d) If following termination of the Executive's employment any of the
restrictions pursuant to this Section 9 shall for any reason be held by to be
excessively broad as to duration, geographical scope, activity or subject, such
restrictions shall be construed so as to thereafter be limited or reduced to the
extent required to be enforceable in accordance with applicable law; it being
understood and agreed that by execution of this Agreement the parties hereto
regard such restrictions as reasonable and compatible with their respective
rights.
10. Excise Tax. In the event that the Termination Payment or any
----------
other amounts payable to the Executive, his designated beneficiary or his
dependents under this Agreement or under any plan, program or policy of the
Company, or any benefits provided to Executive or his dependents under this
Agreement or under any option or other plan, program or policy of the Company,
should become subject to the excise tax imposed under Section 4999 of the
Internal Revenue Code or any similar tax or assessment (collectively, "Excise
Taxes"), the Company shall pay to the Executive, his designated beneficiary
17
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or his dependents, as the case may be, on demand, the amount (the "Excise Tax
Reimbursement Amount"), necessary fully to reimburse the Executive, his
designated beneficiary or his dependents for (i) all Excise Taxes that may be
imposed on the Executive, his designated beneficiary or his dependents and (ii)
any and all income and other taxes, including additional Excise Taxes, that may
be imposed on the Executive, his designated beneficiary or his dependents in
respect of any of the amounts to be paid to the Executive, his designated
beneficiary or his dependents under clause (i) above or under this clause (ii).
The determination of the Excise Tax Reimbursement Amount shall initially be made
by the accounting firm that is serving as the Company's independent public
accountants immediately prior to the date of termination of the Executive's
employment, or, if such accounting firm is no longer in existence, by its
successor. All costs and expenses of such accounting firm in connection with
making such determination shall be paid by the Company. If it is subsequently
determined (as a result of an assessment of additional Excise Taxes by the
Internal Revenue Service or otherwise) that the Excise Tax Reimbursement Amount
is not sufficient fully to reimburse the Executive, his designated beneficiary
or his dependents as contemplated above, the Company shall pay to the Executive,
his designated beneficiary or his dependents, as the case may be, on demand, the
amount (the "Additional Excise Tax Reimbursement Amount") necessary
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<PAGE>
fully to reimburse the Executive, his designated beneficiary or his dependents
for (i) any and all additional Excise Taxes, income taxes and other taxes that
may be imposed on the Executive, his designated beneficiary or his dependents,
(ii) any and all interest, fines and penalties that may be imposed on the
Executive, his designated beneficiary or his dependents in connection with any
such additional Excise Taxes, income taxes or other taxes, and (iii) any and all
income and other taxes, including additional Excise Taxes, that may be imposed
on the Executive, his designated beneficiary or his dependents in respect of any
of the amounts to be paid to Executive, his designated beneficiary or his
dependents under clause (i) or (ii) above or under this clause (iii). If it is
subsequently determined that the Executive has received a sum greater than
necessary to pay any such Excise Taxes, the Executive shall promptly return such
overage to the Company. The purpose of this paragraph 10 is to place the
Executive, his designated beneficiary and his dependents in the same position on
an after-tax basis that each of them would have been in if the Termination
Payment and all other amounts payable to the Executive, his designated
beneficiary or his dependents under this Agreement or under any plan, program or
policy of the Company, and all benefits provided to the Executive or his
dependents under this Agreement or under any plan, program or
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policy of the Company, had not been subject to any Excise Taxes.
11. Attorneys' Fees and Other Costs and Expenses. The Executive, his
--------------------------------------------
designated beneficiary and his dependents (and their respective heirs,
executors, administrators and personal representatives) shall each be entitled
to recover from the Company (and shall be reimbursed by the Company when
incurred and upon demand) all attorneys' fees and other costs and expenses, if
any, that may be incurred in connection with enforcing or defending the rights
of the Executive, his designated beneficiary or his dependents under this
Agreement, regardless of the outcome of any litigation or other proceeding
relating to such enforcement or defense. The Executive, his designated
beneficiary and his dependents (and their respective heirs, executors,
administrators and personal representatives) also shall be entitled to recover
from the Company interest on the Termination Payment and any other amounts that
may be payable to the Executive, his designated beneficiary or his dependents
under this Agreement, including, without limitation, amounts required to be
reimbursed under the first sentence of this Section, any Excise Tax
Reimbursement Amount or Additional Excise Tax Reimbursement Amount under
paragraph 10 hereof that are not paid when due, at an annual rate equal to 4%
over the corporate base rate as announced from time to time by Citibank, N.A. or
its successor
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(changing as and when such announced corporate base rate changes), compounded
monthly, from the date due until paid. Payments received by the Executive, his
designated beneficiary or his dependents (or any of their respective heirs,
executors, administrators and personal representatives) shall be credited first
against accrued interest until all accrued interest is paid in full before any
such payment is credited against the Termination Payment or any other amounts
that may be payable to the Executive, his designated beneficiary or his
dependents under this Agreement.
12. Governing Law. This Agreement will be governed by and construed
-------------
in accordance with the laws of the State of Connecticut, without giving effect
to the principles of conflicts of laws.
13. Binding Effect; Delegation of Duties Prohibited. This Agreement
-----------------------------------------------
will inure to the benefit of and will be binding upon the parties and their
respective successors, heirs and legal representatives. The Executive may not
assign or delegate his performance of this Agreement.
14. Ownership of Company Property. All written materials, records
-----------------------------
and documents made by the Executive or coming into his possession during the
Employment Period concerning the Company (other than personal tax and similar
information provided by the Company for personal use by the
21
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Executive) and all tangible items provided to Executive by the Company during
the Employment Period (other than gifts, fringe benefits and other items of
compensation) shall be the sole property of the Company, and, upon the
Termination Date or upon the request of the Company during the Employment
Period, the Executive shall promptly deliver the same to the Company.
15. Waiver of Breach. The waiver by the Company of a breach of any
----------------
provision of this Agreement by the Executive shall not operate or be construed
as a waiver of any subsequent breach by the Executive. The waiver by the
Executive of a breach of any provision of this Agreement by the Company shall
not operate or be construed as a waiver of any subsequent breach by the Company.
16. Headings. The headings contained in this Agreement are for
--------
reference purposes only and shall not affect the construction or interpretation
of this Agreement.
17. Severability. The invalidity of all or any part of any section
------------
of this Agreement shall not render invalid the remainder of this Agreement or
the remainder of such section. If any provision of this Agreement is so broad as
to be unenforceable, such provision shall be interpreted to be only so broad as
is enforceable.
18. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall, when
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<PAGE>
executed, be deemed to be an original, but all of which together shall
constitute one and the same instrument.
19. Notices. All notices and other communications that are required
-------
or may be given under this Agreement must be in writing and will be deemed to
have been duly given when delivered in person, when received by telecopy
(provided that the sender has retained a copy of the notice showing the date and
time of receipt), upon delivery by a nationally recognized overnight courier
service, or three days after being mailed by registered or certified first class
mail, postage prepaid, return receipt requested, to the party to whom the notice
is being given, as follows:
If to the Company:
-----------------
Magellan International, Inc.
(Following the Merger, to
PanAmSat Corporation)
One Pickwick Plaza
Suite 270
Greenwich, CT 06830
Telephone: (203) 622-6664
Facsimile: (203) 622-9163
If to the Executive:
-------------------
Frederick A. Landman
146 Clapboard Ridge Road
Greenwich, CT 06830
Telephone: (203) 625-9667
Facsimile: (203) 861-8682
20. Entire Agreement. This Agreement may be amended only by an
----------------
agreement in writing signed by both parties. This Agreement contains the entire
agreement between
23
<PAGE>
the parties or their affiliates with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, oral or
written, between the parties or their affiliates with respect to the subject
matter of this Agreement including, specifically, the employment agreement
between Executive and PanAmSat Corporation dated December 31, 1992, as amended
and the severance agreement between Executive
24
<PAGE>
and PanAmSat Corporation dated as of May 15, 1996.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
MAGELLAN INTERNATIONAL, INC.
By: /s/ Kenneth N. Heintz
---------------------
Name: Kenneth N. Heintz
Title:
FREDERICK A. LANDMAN
By: /s/ Frederick A. Landman
------------------------
HUGHES COMMUNICATIONS, INC.
(Waiving any potential restrictions of applicable
agreements and consenting to the actions of the
Executive and the obligations of the Company
specified in Section 7(j))
By: /s/ Jerald Farrell
------------------
PANAMSAT CORPORATION
(With respect to the termination of the Severance
Agreement and Employment Agreement described in
Section 20)
By: /s/ James W. Cuminale
---------------------
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