AMENDMENT NO. 2 TO
CONTRIBUTION AND EXCHANGE AGREEMENT
This AMENDMENT NO. 2 ("Amendment") made and entered into as of the 3rd
day of September, 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 ("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 that Section 2.2 of the Agreement
shall be amended in its entirety as follows:
Section 2.2. Consideration. In exchange for Xxxxxx'x
contribution of the Assets to PCC, Pegasus shall cause PCC to pay to
Xxxxxx the following consideration ("Consideration"):
(a) Cash in an amount equal to $17,894,319 minus the
amount of the Current Liabilities ("Cash Consideration"),
subject to the Operating Adjustment.
(b) The number of shares of Unregistered Class A
Common Stock that could be purchased for $11,929,546 at the
price at which the Registered Class A Common Stock is first
sold to the public in the IPO ("Stock Consideration").
IN WITNESS WHEREOF, the Parties hereto 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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Xxx X. Lodge, Senior Vice President
XXXXXX COMMUNICATIONS CORP.
By: /s/ Xxxx X. Xxxxxxx, III
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Xxxx X. Xxxxxxx, III, Vice President
and Chief Financial Officer
