FIRST AMENDMENT TO
AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED COLLATERAL TRUST
AGREEMENT (the "Amendment"), dated as of April 30, 1998, is entered into by and
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among PanAmSat Corporation (formerly known as "Magellan International, Inc."), a
Delaware corporation ("Newco"), Xxxxxx Communications, Inc., a California
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corporation ("HCI," and together with Newco, the "Newco Group"), Satellite
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Company, LLC, a Nevada limited liability company ("Contributor"), Grupo
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Televisa, S.A., a corporation (Sociedad Anonima) organized under the laws of
Mexico ("Parent"), and IBJ Xxxxxxxx Bank & Trust Company, a New York banking
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corporation with offices at Xxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as
Collateral Trustee for Newco Group (the "Trustee").
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RECITALS
A. The parties have entered into that certain Collateral Trust Agreement,
dated as of May 16, 1997 and that certain Amended and Restated Collateral Trust
Agreement, dated as of June 13, 1997 (the "Amended Trust Agreement"), and
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Contributor, Parent and the Trustee have entered into that certain Pledge and
Security Agreement, dated as of May 16, 1997 (the "Pledge and Security
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Agreement").
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B. The Original Trust Agreement was entered into in connection with that
certain Stock Contribution and Exchange Agreement, dated as of September 20,
1996 by and among Newco Group, Contributor and Parent (the "Stock Contribution
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and Exchange Agreement"), which provided, among other things, for the transfer
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by Contributor of all of the stock of Univisa, Inc. ("Univisa"), a Delaware
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corporation, to Newco.
C. The Stock Contribution and Exchange Agreement provides that
Contributor and Parent, jointly and severally, shall indemnify, save and hold
harmless Newco Group, its affiliates and Subsidiaries, with respect to certain
matters upon the terms and subject to the conditions provided in the Stock
Contribution and Exchange Agreement and that as security therefor (and not in
lieu thereof) a trust estate shall be established for the protection of Newco
Group, its affiliates and Subsidiaries. This trust estate was established
pursuant to the Original Trust Agreement, and was continued pursuant to the
Amended Trust Agreement.
D. Concurrently with entering into this Amendment, HCI, Parent and
Contributor are entering into a Stock Purchase Agreement (the "Stock Purchase
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Agreement") pursuant to which HCI will purchase (the "Purchase") from
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Contributor 11,239,594 shares of Newco (the "Shares"), including 5,000,000
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Shares currently held by the Trustee pursuant to the Amended Trust Agreement
(the "Pledged Shares").
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E. In connection with consummating the Purchase, HCI, Contributor and
Parent desire to substitute $150,000,000.00 in cash for the Pledged Shares. The
parties to this Amendment are willing to amend the Amended Trust Agreement in
accordance with the terms and provisions contained herein.
AGREEMENT
In consideration of the foregoing 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. Capitalized terms used but not defined in this Amendment shall have
the meanings set forth in the Amended Trust Agreement.
2. Notwithstanding anything to the contrary in the Amended Trust
Agreement or the Pledge and Security Agreement, immediately following payment to
Contributor of the purchase price for the Shares under the Stock Purchase
Agreement, Contributor shall cause to be delivered to the Trustee, and the
Trustee shall accept receipt of, $150,000,000.00 in cash (the "Substituted
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Cash") (which amount shall represent a portion of the purchase price paid by HCI
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for the Shares) and, immediately upon confirmation of the Trustee's receipt of
the Substituted Cash, the Trustee shall deliver to HCI the certificate or
certificates representing all the Pledge Shares.
3. Upon the Trustee's receipt of the Substituted Cash, each of the
Trustee, Contributor and Parent shall cease to have any interest in or rights
with respect to the Pledged Shares, and thereafter Fund B shall be comprised
solely of (i) the Substituted Cash and (ii) the Initial Letter of Credit issued
on June 13, 1997 (and any replacement or substitution thereof).
4. Following the Trustee's receipt of the Substituted Cash, neither
Contributor nor Parent shall be entitled at any time to resubstitute any or all
of the Substituted Cash for shares of Common Stock or any other securities other
than Cash Equivalents (it being understood that the foregoing shall not prohibit
the substitution or resubstitution of Letters of Credit pursuant to the terms of
the Amended Trust Agreement).
5. References in the Amended Trust Agreement to "the date hereof" shall,
except in the definition of "Initial Letters of Credit," be deemed references to
"May 16, 1997."
6. Neither entry into this Amendment nor consummation of any of the
transactions contemplated hereby shall adversely affect in any respect the
security interest granted to Secured Party in the Collateral not released hereby
(as such terms are defined in the Pledge and Security Agreement).
7. The Trustee shall not be liable for actions taken hereunder, and shall
be indemnified by Newco Group, Contributor and Parent, jointly and severally,
for any loss, liability or expense incurred as a result of actions taken
hereunder without bad faith, gross negligence or willful misconduct on the part
of the Trustee, to the full extent set forth in Sections 13 and 14 of the
Amended Trust Agreement.
8. Except as expressly set forth herein, none of the rights of the
parties under the Amended Trust Agreement shall be affected in any respect by
this Amendment.
9. This Amendment may be executed in two or more counterparts, each of
which will 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 Amendment to
be signed by their respective officers and other representatives thereunto duly
authorized, as of the date first written above.
PANAMSAT CORPORATION, a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Executive Vice President
XXXXXX COMMUNICATIONS, INC., a California corporation
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
SATELLITE COMPANY, LLC, a Nevada limited liability
company
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Vice President & General Counsel
GRUPO TELEVISA, S.A., a corporation (Sociedad Anonima)
organized under the laws of Mexico
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY, a New York banking
corporation
By: /s/ Xxxxxx XxXxxxxxxx
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Name: Xxxxxx XxXxxxxxxx
Title: Assistant Vice President
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