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:
1. 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.
2. 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.
3. 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.
PEGASUS COMMUNICATIONS HOLDINGS, INC.
By: /s/ Xxx X. Lodge
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XXXXXX COMMUNICATIONS CORP.
By: /s/ Xxxx X. Xxxxxxx, III
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