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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
------------
PANAMSAT CORPORATION
--------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
697933-10-9
-----------
(CUSIP Number)
EMILIO ROMANO
AV. VASCO DE QUIROGA 2000
COLONIA SANTA FE
C.P. 01210 MEXICO, D.F.
(525) 261-2414
-------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices 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 13d-
1(b)(3) or (4), check the following box [ ].
* 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 disclosures
provided in a prior cover page.
The information required on 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 otherwise
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).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GRUPO TELEVISA, S.A.
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 ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MEXICO
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,239,594 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,239,594 SHARES
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,239,594 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SATELLITE COMPANY, LLC
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 ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,239,594 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,239,594 SHARES
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,239,594 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. SECURITY AND ISSUER
-------------------
This statement relates to shares of common stock, par value
$.01 per share (the "Common Stock"), of PanAmSat Corporation, a
Delaware corporation (the "Company" or "New PanAmSat"). The
principal executive offices of the Company are located at One Pickwick
Plaza, Greenwich, Connecticut 06830.
Item 2. IDENTITY AND BACKGROUND
-----------------------
This statement is being filed jointly by Grupo Televisa,
S.A., a Mexican corporation ("Televisa") and Satellite Company,
LLC, a Nevada limited liability company and a directly and
indirectly wholly-owned subsidiary of Televisa ("Satellite," and
together with Televisa, the "Reporting Persons"). The Reporting
Persons are filing this Statement jointly pursuant to a Joint
Filing Agreement attached hereto as Exhibit 1.
The address of Televisa's principal office is Av. Vasco
de Quiroga 2000, Colonia Santa Fe, C.P. 01210 Mexico, D.F. The
address of Satellite's principal office is c/o Fonovisa Centroamerica,
S.A., De Popa de Curridabat 25 Mts. Este, Edificio Galerias del
Este, Local 8, San Jose, Costa Rica. The names, business addresses,
principal businesses and citizenship of each of the directors and
executive officers of Televisa and the manager of Satellite are set
forth on Schedule 1 hereto and incorporated by reference herein.
Televisa is the world's leading producer and broadcaster
of Spanish-language television. As the largest media company in
the Spanish-speaking world, Televisa has interests in television
production and broadcasting, international distribution of
television programming, direct-to-home satellite programming
publishing, music recording, radio production and broadcasting,
cable television, professional sports and special events
promotion, feature film production and distribution, outdoor
advertising, paging services and dubbing. The principal business
of Satellite is to serve as a holding company.
During the last five years, none of the Reporting Persons nor, to
the best of their knowledge, any of the executive officers,
directors or managers, as the case may be, of any of the Reporting
Persons, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the last five years, none of the Reporting
Persons nor, to the best of their knowledge, any of the executive
officers or directors of any of the Reporting Persons, has been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding was
or is subject to a judgment, 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 to such laws.
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 of a directly and indirectly wholly-owned
subsidiary of a newly formed holding company, New PanAmSat, with
and into Old PanAmSat and a contribution of the satellite services
business of HCI to New PanAmSat, with the result that Old PanAmSat
became a wholly-owned subsidiary of New PanAmSat and New PanAmSat
became the owner and operator of the HCI satellite services
business (the "Merger"). Immediately prior to the Merger, in a
separate but related transaction (the "Univisa Contribution"),
pursuant to the Stock Contribution and Exchange Agreement, dated
as of September 20, 1996 (the "Univisa Contribution Agreement"),
among Televisa, Satellite, New PanAmSat and HCI, New PanAmSat
acquired from Satellite all of the capital stock of Univisa, Inc.
("Univisa"), which was the indirect holder of all of the
outstanding shares of the Class B Common Stock, par value $.01 per
share of Old PanAmSat (the "PAS Class B Common Stock"). Following
the Merger and related transactions, Old PanAmSat was renamed PanAmSat
International Systems, Inc. and New PanAmSat was renamed PanAmSat
Corporation. In connection with the Univisa Contribution,
Satellite received for each share of PAS Class B Common Stock,
indirectly owned by Univisa, $16.38 and 0.45 shares of Common
Stock. Prior to the Merger, each of the Reporting Persons owned
shares of PAS Class B Common Stock. The Reporting Persons
acquired their respective shares of Common Stock as a result of
Satellite's receipt of the consideration described above under the
Univisa Contribution Agreement and related transactions. Copies
of the Reorganization Agreement and the Univisa Contribution
Agreement were filed with the Securities and Exchange Commission
as part of the Company's (under its former name of Magellan
International, Inc.) Form S-4 Registration Statement on April 16,
1997 and are incorporated herein by reference.
Item 4. PURPOSE OF TRANSACTION
----------------------
The Reporting Persons acquired the securities of the
issuer as consideration in the Univisa Contribution discussed in
Item 3. They acquired these shares for investment purposes.
Concurrently with the execution and delivery of the Reorganization
Agreement, Satellite entered into a Principal Stockholders
Agreement with HCI and certain stockholders of Old PanAmSat,
whereby such stockholders agreed, among other things, to vote in
favor of the Merger, the Reorganization Agreement and the other
transactions contemplated thereby and to vote against certain
actions which would be inconsistent with the Principal
Stockholders Agreement, the Reorganization Agreement and the other
transactions contemplated thereby. A copy of the Principal
Stockholders Agreement was filed with the Securities and Exchange
Commission as part of the Company's (under its former name of
Magellan International, Inc.) Form S-4 Registration Statement on
April 16, 1997 and is incorporated by reference herein.
Concurrently with the consummation of the reorganization of Old
PanAmSat, HCI, Satellite 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 on HCI, such stockholders and the Company regarding
sales of shares of Common Stock; and (b) to designate directors of
the Company's Board of Directors. In addition, the Company, HCI,
Satellite and certain stockholders of Old PanAmSat entered into an
Amended and Restated Registration Rights Agreement pursuant to
which Satellite and such stockholders will have, among other
things, the right under certain circumstances and subject to
certain exceptions, to require the Company to register all or any
portion of the shares of Common Stock held by them, provided that
the aggregate value of such shares is at least $100,000,000. The
Amended and Restated Stockholders Agreement and the Amended and
Restated Registration Rights Agreement, attached hereto as
Exhibits 5 and 6 respectively, are incorporated by reference herein.
The Reporting Persons intend to review their investment
in the Company from time to time and, depending upon the price
and availability of the Common Stock, subsequent developments
affecting the Company, the Company's business and prospects,
other investment and business opportunities available to the
Reporting Persons, general stock market and economic conditions
and other factors deemed relevant, may decide to increase or
decrease the size of their investment in the Company.
Except as described herein, none of the Reporting
Persons has any present plan or proposal which relates to, or
could result in, any of the events referred to in paragraphs (a)
through (j), inclusive, of Item 4 of Schedule 13D. However, the
Reporting Persons will continue to review the business of the
Company and, depending upon one or more of the factors referred
to above, may in the future propose that the Company take one or
more of such actions.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) For the information required by Item 5(a), see
items 11 and 13 on the cover page for each of Televisa and
Satellite.
(b) For the information required by Item 5(b), see
items 7, 8, 9 and 10 on the cover page for each of Televisa and
Satellite.
(c) For the information required by Item 5(c), see the
description of the Merger discussed in Item 3.
(d) Item 5(d) is not applicable.
(e) Item 5(e) is not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
------------------------------------------------------
Under the Pledge and Security Agreement, dated as of May
16, 1997 among Satellite, Televisa and IBJ Schroder Bank & Trust
Company (the "Pledge Agreement") and the Collateral Trust
Agreement, dated as of May 16, 1997 among Magellan International,
Inc., HCI, Satellite, Televisa and IBJ Schroder Bank & Trust
Company (the "Trust Agreement" together with the "Pledge
Agreement" collectively, the "Collateral Agreements") Televisa and
Satellite agreed to deposit five million shares of Common Stock,
among other things, in trust to secure their indemnification
obligations under the Univisa Contribution Agreement. For
additional information required by Item 6, See Item 4.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Exhibit 1. Joint Filing Agreement dated as of
May 22, 1997.*
Exhibit 2. Agreement and Plan of Reorganization,
dated as of September 20, 1996, as
amended, 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. Stock Contribution and Exchange Agreement,
dated as of September 20, 1996, among
Grupo Televisa, S.A., Satellite Company,
LLC, Magellan International, Inc. and
Hughes Communications, Inc.**
Exhibit 4. Principal Stockholders Agreement, dated
September 20, 1996, by and among Hughes
Communications, Inc., Hughes
Communications Galaxy, Inc., Satellite
Company, LLC, Univisa Satellite Holdings,
Inc., and certain stockholders of PanAmSat
Corporation.**
Exhibit 5. Amended and Restated Stockholder
Agreement, dated as of May 16, 1997, by
and among Magellan International, Inc.,
Hughes Communications, Inc., Satellite
Company, LLC and certain stockholders of
PanAmSat Corporation.*
Exhibit 6. Amended and Restated Registration Rights
Agreement, dated as of May 16, 1997, by
and among Magellan International, Inc. and
certain stockholders of PanAmSat
Corporation.*
Exhibit 7. Pledge and Security Agreement, dated as of
May 16, 1997, among Satellite, Televisa and
IBJ Schroder Bank & Trust Company. (P)
Exhibit 8. Collateral Trust Agreement, dated as of May
16, 1997, among Magellan International
Inc., HCI, Satellite, Televisa and IBJ
Schroder Bank & Trust Company. (P)
- -----------------
* Filed herewith.
** Filed with the Securities and Exchange Commission as an
appendix to Magellan International, Inc.'s Form S-4
Registration Statement (No. 333-25293) on April 16, 1997
and incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: May 27, 1997
By: GRUPO TELEVISA, S.A.
By: /s/ Emilio Romano
--------------------------
Name: Emilio Romano
Title: Authorized Signatory
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: May 27, 1997
By: SATELLITE COMPANY, LLC
By: Fonovisa Centroamerica, S.A.
Title: Manager
By: /s/ Jorge Suarez Barbosa
--------------------------
Name: Jorge Suarez Barbosa
Title: Attorney-in-Fact
SCHEDULE 1
DIRECTORS AND PRINCIPAL OFFICERS OF GRUPO TELEVISA, S.A.
The name, business address, present principal
occupation or employment, and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, as well as the citizenship of each of
the directors and principal officers of Grupo Televisa, S.A. is
set forth below.
Principal
Occupation, If
Other Than As
Position with Principal Officer
Name and Business Grupo of Grupo Citizen-
Address Televisa, S.A. Televisa, S.A. ship
- ----------------- ----------- ------------- -------
Emilio Azcarraga Chairman of Mexico
Jean the Board,
c/o Grupo President,
Televisa, S.A. Chief
Av. Vasco de Executive
Quiroga 2000 Officer and
Colonia Santa Fe Director
C.P. 01210 Mexico,
D.F.
Guillermo Canedo Executive Vice Mexico
White President -
c/o Grupo Chief
Televisa, S.A. Corporate
Av. Vasco de Officer,
Quiroga 2000 President of
Colonia Santa Fe Executive
C.P. 01210 Mexico, Committee and
D.F. Director
Miguel Aleman Vice-Chairman Mexico
Velasco of the Board,
c/o Grupo President of
Televisa, S.A. DTH Division
Av. Vasco de and Director
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Miguel Aleman Executive Vice Mexico
Magnani President of
c/o Grupo Engineering
Televisa, S.A. and
Av. Vasco de Technological
Quiroga 2000 Development,
Colonia Santa Fe Vice President
C.P. 01210 Mexico, of Executive
D.F. Committee and
Director
Alejandro Burillo Director Private Investor Mexico
Azcarraga
c/o Grupo
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Jose Antonio Canedo Director President of Grupo Mexico
White Televicentro and
c/o Grupo President of
Televisa, S.A. Desarrollo Axis
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Juan Abello Gallo Director President of Grupo Spain
c/o Grupo Torreal, Spain
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Luis Maria Anson Director Managing Director Spain
c/o Grupo of Diario ABC,
Televisa, S.A. Spain
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Antonio Ariza Director Chief Executive Mexico
Alduncin Officer of Pedro
c/o Grupo Domecq
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Julio Barba Hurtado Director Director of Grupo Mexico
c/o Grupo Televicentro
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Ricardo Claro Director President of Chile
Valdes Megavision
c/o Grupo
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Manuel Jorge Director President and Cuba
Cutillas Covani Chairman of the
c/o Grupo Board of Bacardi
Televisa, S.A. International
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Jaime Davila Executive Vice Mexico
Urcullu President -
c/o Grupo Chief
Televisa, S.A. Operating
Av. Vasco de Officer, Vice
Quiroga 2000 President of
Colonia Santa Fe Executive
C.P. 01210 Mexico, Committee and
D.F. Director
David Evans Director Executive Vice United
c/o Grupo President, News States
Televisa, S.A. Corporation, and
Av. Vasco de President and CEO
Quiroga 2000 of SKY
Colonia Santa Fe Entertainment
C.P. 01210 Mexico, Services Latin
D.F. America, Inc.
Ruben Fuentes Colin Director Director of Grupo Mexico
c/o Grupo Televicentro
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Claudio X. Gonzalez Director Chairman and Chief Mexico
c/o Grupo Executive Officer
Televisa, S.A. of Kimberly-Clark
Av. Vasco de de Mexico
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Rafael de Haro Vice President Mexico
Lebrija of Sales
c/o Grupo
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Roberto Hernandez Director President of Grupo Mexico
Ramirez Financiero Banamex
c/o Grupo Accival
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Enrique Krauze Chief Executive Mexico
Kleinbort Officer of
c/o Grupo Editorial Clio
Televisa, S.A. and Director
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Alfonso Romo Garza Director President of Pulsar Mexico
c/o Grupo Internacional
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Fernando Senderos Director President and Chief Mexico
Mestre Executive Officer
c/o Grupo of DESC
Televisa, S.A.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
Jaime E Yordan Director Managing Director, United
c/o Grupo Goldman, Sachs & States
Televisa, S.A. Co.
Av. Vasco de
Quiroga 2000
Colonia Santa Fe
C.P. 01210 Mexico,
D.F.
MANAGER OF SATELLITE COMPANY, LLC
The name and business address as well as the
jurisdiction of organization of the manager of Satellite Company,
LLC is set forth below.
Name: Fonovisa Centroamerica, S.A.
Business Address: De Popa de Curridabat 25 Mts. Este
Edificio Galerias del Este
Local 8
San Jose, Costa Rica
Jurisdiction of
Organization: Costa Rica
EXHIBIT INDEX
Exhibit 1. Joint Filing Agreement dated as of May 22,
1997.*
Exhibit 2. Agreement and Plan of Reorganization,
dated as of September 20, 1996, as
amended, 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. Stock Contribution and Exchange Agreement,
dated as of September 20, 1996, among Grupo
Televisa, S.A., Satellite Company, LLC,
Magellan International, Inc. and Hughes
Communications, Inc.**
Exhibit 4. Principal Stockholders Agreement, dated
September 20, 1996, by and among Hughes
Communications, Inc., Hughes
Communications Galaxy, Inc., Satellite
Company, LLC, Univisa Satellite Holdings,
Inc., and certain stockholders of PanAmSat
Corporation.**
Exhibit 5. Amended and Restated Stockholder
Agreement, dated as of May 16, 1997, by
and among Magellan International, Inc.,
Hughes Communications, Inc., Satellite
Company, LLC and certain stockholders of
PanAmSat Corporation.*
Exhibit 6. Amended and Restated Registration Rights
Agreement, dated as of May 16, 1997, by
and among Magellan International, Inc. and
certain stockholders of PanAmSat
Corporation.*
Exhibit 7. Pledge and Security Agreement, dated as of
May 16, 1997, among Satellite, Televisa and
IBJ Schroder Bank & Trust Company. (P)
Exhibit 8. Collateral Trust Agreement, dated as of May
16, 1997, among Magellan International
Inc., HCI, Satellite, Televisa and IBJ
Schroder Bank & Trust Company. (P)
- -----------------
* Filed herewith.
** Filed with the Securities and Exchange Commission as an
appendix to Magellan International, Inc.'s Form S-4
Registration Statement (No. 333-25293) on April 16, 1997
and incorporated herein by reference.
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly file a
statement on Schedule 13D, together with any amendments thereto,
with the Securities and Exchange Commission pursuant to the
requirements of Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended.
This Joint Filing Agreement and Power of Attorney may
be signed in counterpart copies.
(Signature Page Follows)
Date: May 27, 1997
By: SATELLITE COMPANY, LLC
By: Fonovisa Centroamerica, S.A.
Title: Manager
By: /s/ Jorge Suarez Barbosa
--------------------------
Name: Jorge Suarez Barbosa
Title: Attorney-in-Fact
Date: May 27, 1997
By: GRUPO TELEVISA, S.A.
By: /s/ Emilio Romano
---------------------------
Name: Emilio Romano
Title: Authorized Signatory
EXHIBIT 5
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
-------------------------------
Charles H. Noski
President
HUGHES COMMUNICATIONS, INC.
By: /s/ Jerald F. Farrell
-------------------------------
Jerald F. Farrell
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>
<PAGE>
EXHIBIT 6
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
--------------------------------
Charles H. Noski
President
STOCKHOLDERS
------------
HUGHES COMMUNICATIONS, INC.
HUGHES COMMUNICATIONS GALAXY, INC.
HUGHES COMMUNICATIONS
SATELLITE SERVICES, INC.
By: /s/ Jerald F. Farrell
-------------------------------
Jerald F. Farrell
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>
