Exhibit 4
Page 10 of 11 Pages
AMENDMENT NO. 3
TO CONTRIBUTION AND EXCHANGE AGREEMENT
This AMENDMENT NO. 3 ("Amendment") made and entered into as of
the 8th day of October, 1996, by and between Pegasus Communications Holdings,
Inc. ("Pegasus"), a Delaware corporation, and Xxxxxx Communications Corp.
("Xxxxxx"), a New York corporation. Pegasus and Xxxxxx are collectively referred
to herein as the "Parties."
R E C I T A L S:
WHEREAS, the Parties have entered into that certain
Contribution and Exchange Agreement dated as of May 30, 1996, as amended by
Amendment No. 1 dated as of August 19, 1996 and Amendment No. 2 dated as of
September 3, 1996 ("Agreement"); and
WHEREAS, the Parties wish to amend the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the premises and mutual
promises made herein and in the Agreement, and in consideration of the
representations, warranties and covenants contained herein and in the Agreement,
and intending to be legally bound hereby, the Parties agree as follows:
The definition of "NRTC Patronage Capital" set forth in
Section 1.1 of the Agreement shall be amended in its
entirety to read as follows:
"NRTC Patronage Capital" means any equity interest in
NRTC allocated to Xxxxxx, or if such equity interest is
not transferrable to Pegasus at Closing, the right to
receive any distributions on account of such equity
interest.
The following clause shall be added to Section 9.4 of
the Agreement:
(c) Xxxxxx shall have an ongoing obligation after
Closing to make or pay to Pegasus any distributions on
account of NRTC Patronage Capital.
The following clause shall be added to the beginning
of the last sentence of Section 11.1: "Except as otherwise
provided in this Agreement,".
This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have duly executed this
Amendment as of the day and year first above written.
Page 11 of 11 Pages
PEGASUS COMMUNICATIONS HOLDINGS, INC.
By: /s/ Xxx X. Lodge
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Xxx X. Lodge, Senior Vice President
XXXXXX COMMUNICATIONS CORP.
By: /s/ Xxxx X. Xxxxxxx, III
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Xxxx X. Xxxxxxx, III, Chief Financial
Officer
