Exhibit 2
Page 9 of 11 Pages
AMENDMENT NO. 1 TO
CONTRIBUTION AND EXCHANGE AGREEMENT
This AMENDMENT NO. 1 ("Amendment") made and entered into as of
the 19th day of August, 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.
RECITALS:
WHEREAS, the Parties have entered into that certain
Contribution and Exchange Agreement dated as of May 30, 1996 ("Agreement"); and
WHEREAS, the Parties wish to amend the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the premises and the
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 that the term
"Termination Date" defined in Section 1.1 of the Agreement shall be amended in
its entirety to read as follows:
"Termination Date" means November
15, 1996, or a mutually agreeable
earlier date.
IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement as of the day and year first above written.
PEGASUS COMMUNICATIONS HOLDINGS,
INC.
By:/s/ Xxx X. Lodge
----------------------------
Xxx X. Lodge
Senior Vice President
XXXXXX COMMUNICATIONS CORP.
By:/s/ Xxxx X. Xxxxxxx, III
-----------------------------
Xxxx X. Xxxxxxx, III
Vice President and Chief
Financial Officer
