EXHIBIT 4
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement, dated as of May 1, 1998 (this
"Agreement"), is made and entered into by Xxxxxx Communications, Inc., a
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California corporation ("HCI"), and the selling stockholders whose names appear
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on the signature pages to this Agreement (the "Sellers").
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WHEREAS, on May 16, 1997, HCI and certain of its subsidiaries,
Satellite Company, LLC, a Nevada limited liability company, and PanAmSat
International Systems, Inc. (formerly known as PanAmSat Corporation), a Delaware
corporation ("PAS"), consummated a reorganization of the respective satellite
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services businesses of HCI and PAS in which HCI and its subsidiaries and the
Sellers acquired shares of common stock, $.01 par value per share ("Common
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Stock"), of PanAmSat Corporation (formerly known as Magellan International,
Inc.), a Delaware corporation (the "Company").
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WHEREAS, each of the Sellers has offered to sell to HCI, and HCI
desires to purchase from each of the Sellers, the number of shares of Common
Stock set forth next to the name of such Seller on Annex A (collectively, the
"Shares") for the consideration and on the terms set forth in this Agreement.
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NOW, THEREFORE, the parties intending to be legally bound, agree as
follows:
1. Purchase of Shares.
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HCI hereby purchases from each of the Sellers, and each of the Sellers
hereby sells, assigns and transfers to HCI, the number of Shares set forth next
to the name of such Seller on Annex A. Concurrently with such assignment and
transfer, HCI is simultaneously paying to each Seller, by wire transfer of
immediately available funds to the account specified for such Seller on Annex B,
an amount equal to the number of Shares being sold by such Seller multiplied by
Sixty Dollars ($60.00). Concurrently with the payment of such funds, each
Seller is delivering to HCI certificates representing the Shares being sold by
such Seller with documentation satisfactory to HCI evidencing the transfer of
such Shares.
2. Representations and Warranties of the Sellers.
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Each of the Sellers hereby represents and warrants (but only as to
such Seller) as of the date hereof that:
Organization. If such Seller is not a natural person, it is duly
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organized, validly existing and (if applicable) in good standing under the laws
of its respective jurisdiction of formation; has not been dissolved, adopted
resolutions to dissolve or acted in any way to accomplish, request or approve
such dissolution; is not a party to any merger; and has not been declared
bankrupt and no action or request is pending to declare it bankrupt.
(b) Authorization. If such Seller is not a natural person, it has
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taken all action necessary for the authorization, execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby. This Agreement constitutes the valid and legally binding
obligation of such Seller, enforceable against such Seller in accordance with
its terms.
(c) Ownership of the Shares. Such Seller has good title to the
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Shares being sold by such Seller; has full, complete and unrestricted legal
right, power and authority to transfer and deliver such Shares pursuant to this
Agreement; and HCI is receiving good title thereto, free and clear of all liens,
claims, encumbrances, rights and restrictions of any kind other than
restrictions imposed by securities laws and restrictions applicable to such
Shares pursuant to agreements to which HCI is also a party.
(d) Non-Contravention. The execution and delivery of this Agreement
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by such Seller does not, and the performance of its obligations hereunder will
not, (i) if such Seller is not a natural person, contravene or conflict with any
provision of the respective organizational documents of such Seller, or (ii)
contravene or conflict with or constitute a violation of or default under or
give rise to a right of termination, cancellation or acceleration (with or
without notice or lapse of time, or both) of any right or obligation of such
Seller under any provision of applicable law or regulation of the United States
or any state thereof or any foreign jurisdiction, or of any agreement,
injunction, order, decree or other instrument binding upon such Seller if such
contravention, conflict, violation, default or rights could adversely affect
HCI's rights to the Shares being sold by such Seller.
(e) No Consent Required. No application, notice, order,
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registration, qualification, waiver, consent, approval or other action is
required to be filed, given, obtained or taken by such Seller by virtue of the
execution, delivery and performance of this Agreement or the sale of the Shares
by such Seller contemplated hereby.
(f) Compliance with Securities Laws. Such Seller acknowledges that
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the Shares are being sold to HCI in a private transaction that is exempt from
registration under the Securities Act of 1933, as amended. Such Seller, either
on its own or through Xxxxxxx Xxxxxxxx, acting as a Representative for such
Seller, (i) believes that it has received all the information that it considers
necessary or appropriate for deciding whether to sell the Shares being sold by
such Seller, and (ii) represents that it has had an opportunity to ask questions
of, and has received answers from, representatives of the Company regarding
material developments affecting the Company and its prospects. Such Seller has
not taken any action with respect to the Shares being sold by such Seller that
would constitute a violation of federal securities laws.
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3. HCI's Representations and Warranties.
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HCI hereby represents and warrants as of the date hereof that:
(a) Organization. HCI is a corporation duly organized, validly
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existing and in good standing under the laws of the state of California. HCI has
all requisite power and authority to carry on its business as now conducted. HCI
has not been dissolved, adopted resolutions to dissove or acted in any way to
accomplish, request or approve such dissolution; is not a party to any merger;
and has not been declared bankrupt and no action or request is pending to
declare it bankrupt.
(b) Authorization. HCI has taken all action necessary for the
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authorization, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement
constitutes HCI's valid and legally binding obligation, enforceable in
accordance with its terms.
(c) Non-Contravention. The execution and delivery by HCI of this
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Agreement does not, and the performance of its obligations hereunder will not,
(i) contravene or conflict with the certificate of incorporation or bylaws of
HCI, or (ii) contravene or conflict with or constitute a violation of or default
under or give rise to a right of termination, cancellation or acceleration (with
or without notice or lapse of time, or both) of any right or obligation of HCI
under any provision of applicable law or regulation of the United States or any
state thereof or any foreign jurisdiction, or of any agreement, contract,
judgment, injunction, order, decree or other instrument binding upon HCI.
(d) No Consent Required. No application, notice, order,
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registration, qualification, waiver, consent, approval or other action is
required to be filed, given, obtained, or taken by HCI by virtue of the
execution, delivery and performance of this Agreement or the purchase of the
Shares contemplated hereby.
(e) Compliance with Securities Laws. HCI acknowledges that the
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Shares are being purchased by HCI in a private transaction that is exempt from
registration under the Securities Act of 1933, as amended, HCI is acquiring the
Shares as an investment and not with a view toward distribution, and HCI
believes that it has received all the information that it considers necessary or
appropriate for deciding whether to purchase the Shares. HCI acknowledges that
it has not relied on any information with respect to the Company from any of the
Sellers or from any representative or agent of any of the Sellers. HCI has not
taken and will not take any action with respect to the Shares that would
constitute a violation of federal or state securities laws.
4. Miscellaneous.
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(a) Expenses. All costs and expenses incurred in connection with
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this Agreement and the purchase of the Shares contemplated hereby shall be paid
by the party incurring such expenses.
(b) Entire Agreement. This Agreement constitutes the entire
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Agreement among the parties hereto and supercedes all prior agreements and
understandings, both written and oral, among them with respect to the subject
matter hereof. This Agreement is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(c) Governing Law. This Agreement shall be construed and
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interpreted, and the rights of the parties determined, in accordance with the
laws of the State of New York (without reference to the choice of law
provisions).
(d) Counterparts. This Agreement may be executed in two or more
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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.
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IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be signed as of the date first written above.
XXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Its: Senior Vice President
SELLERS
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxxxxxx X. Xxxxxxx
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Xxxxxxxxx X. Xxxxxxx
/s/ Pier Xxxxxxx
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Pier Xxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
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FORMER CLASS A STOCKHOLDERS
/s/ Xxxx Xxxxxxx
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Name: XXXX XXXXXXX, as a trustee of the Article VII
Trust created by the XXXX XXXXXXX REVOCABLE
TRUST DATED JUNE 10, 1994 and as successor
trustee under the Voting Trust Agreement
dated as of February 28, 1995 and as a co-
trustee of the XXXXX XXXXXXX TRUST DATED
DECEMBER 23, 1991
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Name: XXXXXXXXX X. XXXXXXX, as trustee of the
Article VII Trust created by the XXXX XXXXXXX
REVOCABLE TRUST DATED JUNE 10, 1994 and as
successor trustee under the Voting Trust
Agreement dated as of February 28, 1995
/s/ Xxxxxxx Xxxxxxxxx
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Name: XXXXXXX XXXXXXXXX, as trustee of the Article
VII Trust created by the XXXX XXXXXXX
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust
Agreement dated as of February 28, 1995
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/s/ Pier Xxxxxxx
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Name: PIER XXXXXXX, as the sole trustee of the
XXXXX XXXXXXX TRUST DATED JUNE 10, 1988 and
the sole trustee of the XXXXX XXXXXXX TRUST
DATED JUNE 10, 1988
/s/ Xxxxxxx X. Xxxxxxxx
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Name: XXXXXXX X. XXXXXXXX, as trustee of the
XXXXXXXXX X. XXXXXXX IRREVOCABLE TRUST DATED
DECEMBER 22, 1995 and as a successor trustee
of the XXXXX XXXXXXX TRUST DATED DECEMBER 23,
1991
/s/ Xxxxxxx Xxxxxxx
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Name: XXXXXXX XXXXXXX, as trustee of the Article
VII Trust created by the XXXX XXXXXXX
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust
Agreement dated as of February 28, 1995
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