EXHIBIT 4.2.2
AGREEMENT
This Agreement, dated as of May 1, 1998 (this "Agreement") is
entered into by and among PanAmSat Corporation (formerly known as Magellan
International, Inc., the "Company"), and the persons listed on the signature
pages hereof (the "Former Class A Stockholders").
RECITALS
A. The Company and the Former Class A Stockholders are parties
to the Amended and Restated Registration Rights Agreement (the "Registration
Rights Agreement"), dated as of May 16, 1997 by and among Company and the
Stockholders (as defined therein). Capitalized terms which are not otherwise
defined herein shall have the meanings set forth in the Registration Rights
Agreement.
B. Pursuant to the Registration Rights Agreement, the Company
granted to Former Class A Stockholders certain rights with respect to
registering shares of Common Stock, par value $.01 per share, of the Company
(the "Common Stock") under the Securities Act of 1933, as amended (the
"Securities Act").
C. The Former Class A Stockholders desire to dispose of a
substantial part, up to all of their shares of Common Stock (the "Registrable
Shares") over a period of time.
D. The Company wishes to work with the Former Class A
Stockholders to effect an orderly sale of Registrable Shares in a manner that
maximizes value for the Former Class A Stockholders yet is coordinated with the
Company's needs.
AGREEMENT
In consideration of the Recitals and the mutual promises
contained herein, and for 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. Shelf Registration Statement. Subject to Section 3 hereof,
the Company agrees to promptly register under and in accordance with the
provisions of Rule 415 promulgated under the Securities Act, all of the
Registrable Shares (a "Shelf Registration"). Within 45 days hereof, the Company
shall file with the Securities and Exchange Commission (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
registration and sale (the "Registration Statement") of all of the
Registrable Shares. The Company shall use commercially reasonable efforts to
cause the Registration Statement to be kept continuously effective and usable
for the resale of the Registrable Shares for a period of 180 days from the date
on which the SEC declares the Registration Statement effective. The Shelf
Registration shall be separate from any registration statement filed pursuant to
the Registration Rights Agreement, and it is expressly agreed that the Shelf
Registration is not and shall not be deemed to be a Demand Registration under
the Registration Rights Agreement.
2. Registration Procedures. Section 5 of the Registration
Rights Agreement is hereby incorporated by reference in its entirety, except
that (a) references to Sections 2 and 3 shall mean references to Section 1
hereof, (b) references to Sections 2(b) and 3(c) shall be deleted, and (c)
references to Holder therein shall mean the Former Class A Stockholders.
Furthermore, the Company's obligations under Section 5(h) of the Registration
Rights Agreements shall be subject to Section 3(c) hereof.
3. Agreements of Stockholders. Each of the Former Class A
Stockholders hereby jointly and severally agree as follows:
(a) it will not give or cause any of its lawful
representatives to give, any Demand Notice or take
any other action that might cause the Company to be
obligated to commence a Demand Registration of all
or any part of the Registrable Shares for a period
commencing on the date hereof and terminating 90
days hereafter; notwithstanding anything contained
in this agreement to the contrary, nothing
precludes a demand for an underwritten demand
registration under the Registration Rights
Agreement more than 90 days of the date hereof;
(b) it will not take or cause its lawful
representatives to take such actions and make such
statements that, in the reasonable opinion of the
Company, will communicate to the public securities
markets that it will, in the immediate future,
solicit bids for the Registrable Shares;
(c) it will not take or cause its lawful
representatives to take actions which are
inconsistent with the letter dated May 1, 1998,
which states that it intends to diversify its
portfolios, the diversification of which is
presently expected to include the sale of a
substantial part of the shares of Common Stock
currently held;
(d) prior to soliciting bids for or agreeing to any
sale of the Registrable Shares during the
effectiveness of the Registration Statement, each
Former Class A Stockholder or their lawful
representative shall notify the Company, in
writing, of its intention to consummate a sale, and
if the Chief Executive Officer or the Chief
Financial Officer of the Company determines that in
such officer's reasonable judgment and good faith
the sale 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 Former
Class A Stockholders 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, then the Former Class A Stockholders agree
to delay such sale until such time as is reasonably
determined by the Company;
(e) it will not request the conversion of the Shelf
Registration to a firm, underwritten offering until
such time it is jointly determined by the Former
Class A Stockholders, on the one hand, and the
Company, on the other hand, that an underwritten
offering would be advisable; and
(f) nothing in this agreement shall prevent the Former
Class A Stockholders from exercising their demand
registration rights under the Registration Rights
Agreement following 90 days of the date hereof.
4. Registration Expenses. Section 6 of the Registration Rights
Agreement is hereby incorporated by reference in its entirety except that
references to Holder contained therein shall mean the Former Class A
Stockholders.
5. Underwritten Offering. If at any time during the
effectiveness of the Shelf Registration, it is determined by the Former Class A
Stockholders that an underwritten offering would be advisable, then the Former
Class A Stockholders holding a majority of the Registrable Shares shall select
the institution or institutions that shall manage or lead such offering.
6. Indemnification. Section 8 of the Registration Rights
Agreement is hereby incorporated by reference in its entirety except that
references to each Holder contained therein shall mean each Former Class A
Stockholder.
7. Miscellaneous.
a) Sections 10(b), (c), (d), (e), (f), (g), (h), (i),
(j), (k) and (l) of the Registration Rights
Agreement are hereby incorporated by reference in
their entirety except that references to Holders
contained therein shall mean the Former Class A
Stockholders; and
(b) this Agreement is not intended and in no way amends
the Registration Rights Agreement which will remain
in full force and effect among the parties thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
PANAMSAT CORPORATION
By_____________________________________
Name:
Title:
FORMER CLASS A STOCKHOLDERS
---------------------------------------
Name: Xxxx Xxxxxxx,
individually and 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
---------------------------------------
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
---------------------------------------
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
---------------------------------------
Name: Pier Xxxxxxx, individually
and 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
---------------------------------------
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
---------------------------------------
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
Pursuant to Section 10(m) of the Registration Rights Agreement, the undersigned
hereby consents as of the date first written above to the execution and delivery
of this Agreement. In addition, the undersigned hereby designates that all
notices to be delivered pursuant to Section 10(b) of the Registration Rights
Agreement or the Stockholders Agreement, dated as of May 16, 1997 (among the
same parties), be delivered to Xxxxxx Electronics Corporation, in the place of
Xxxxxx Communications, Inc. as follows:
Xxxxxx Electronics Corporation
000 Xxxxx Xxxxxxxxx Xxxxxxxxx
X.X. Xxx 000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxx
Assistant General Counsel
Facsimile: (000) 000-0000
XXXXXX COMMUNICATIONS, INC.
By_______________________________
Name:
Title:
