EXHIBIT 6
THIRD AMENDMENT
OF
STANDSTILL AGREEMENT
--------------------
The Third Amendment of Standstill Agreement (the "Third Amendment") is
made effective as of the 31st day of December, 1997, by and among Pan Am
Corporation, a Florida corporation ("Pan Am"), Xxxxx Xxxxxx ("Xxxxxx"), JMD
Delaware, Inc., as trustee of the Xxxxx Xxxxxx 1994 "B" Trust (the "B Trust"),
JMD Delaware, Inc., as trustee for the Xxxxx Xxxxxx 1995 Air Holdings Trust (the
"Air Holdings Trust"), MA 1997 Holdings, L.P., a Delaware limited partnership
("MA 1997, L.P."), and MA 1994 B Shares, L.P., a Delaware limited partnership
("B Shares, L.P.").
W I T N E S S E T H:
WHEREAS, Pan Am, the Air Holdings Trust and the B Trust are parties to
that certain Standstill Agreement, dated as of March 20, 1997, as amended on
August 29, 1997 and November 30, 1997 (the "Standstill Agreement");
WHEREAS, the Air Holdings Trust desires to transfer 696,429 of its
shares (the "Air Holdings Shares") of the common stock, par value $.0001 per
share, of Pan Am (the "Common Stock") to XX 0000, L.P.;
WHEREAS, the B Trust desires to transfer 8,232,142 of its shares (the
"B Trust Shares" and, together with the Air Holdings Shares, the "Shares") of
Common Stock to B Shares, L.P.;
WHEREAS, Pan Am is willing to accommodate the Air Holdings Trust and
the B Trust by permitting the foregoing transfer of Shares to MA 1997, L.P. and
B Shares, L.P., upon the terms and subject to the conditions of this Amendment;
and
WHEREAS, the parties hereto desire to modify the Standstill Agreement
as hereinafter provided;
NOW, THEREFORE, in consideration of the foregoing and the sum of Ten
Dollars ($10.00) and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
amend the Standstill Agreement as follows:
1. Capitalized Terms. Unless otherwise defined herein all capitalized
terms used herein shall have the same meanings ascribed to such terms in the
Standstill Agreement.
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2. Amendment of Standstill Agreement.
(a) Consent to Transfer of the Shares. Pan Am hereby consents
to the transfer of the Air Holdings Shares to MA 1997, L.P. by the Air Holdings
Trust and the transfer of the B Trust Shares to B Shares, L.P. by the B Trust.
Notwithstanding any provision of the Third Amendment to the contrary, the
foregoing consent is given by Pan Am without prejudice to any rights which Pan
Am may have pursuant to the Standstill Agreement with respect to any future
transfer or proposed transfer of any Common Stock by any Shareholder.
(b) Addition of Parties to Standstill Agreement. The parties
hereto each agree that each of MA 1997, L.P. and B Shares, L.P. shall hereby be
added as a party to the Standstill Agreement, and each of MA 1997, L.P. and B
Shares, L.P. hereby agrees to be bound by all of the provisions thereof as if it
were an original signatory thereto.
(c) Transfers under Section 4.
(i) Each of MA 1997, L.P. and B Shares, L.P. shall be
deemed a Shareholder; provided, however, that all Transfers of Common Stock by
MA 1997, L.P. and B Shares, L.P. shall be aggregated and deemed made by a single
Shareholder for the purposes of Section 4 of the Standstill Agreement.
(ii) After the date hereof, neither the B Trust nor
the Air Holdings Trust shall be deemed to be a Shareholder.
3. Representation. Each of Arison, MA 1997, L.P. and B Shares, L.P.
jointly and severally represent and warrant to Pan Am that (i) all of the
outstanding shares of the general partner of MA 1997, L.P. are owned by the JMD
Delaware, Inc., as trustee for the Xxxxx Xxxxxx 1997 Holdings Trust (the "MA
1997 Trust"); (ii) all of the outstanding shares of the general partner of B
Shares, L.P. are owned by the B Trust; and (iii) Arison, his spouse, their
descendants and their descendants' spouses are the current and direct
beneficiaries of the MA 1997 Trust and the B Trust and that the beneficiaries of
the MA 1997 Trust and the B Trust may not be changed during the life of Arison.
4. Entire Agreement. Except as provided for herein, the Standstill
Agreement shall in all other respects remain in full force and effect. The Third
Amendment, together with the Standstill Agreement, the First Amendment of
Standstill Agreement and Second Amendment of Standstill Agreement, represents
the entire understanding and agreement between the parties hereto with respect
to the subject matter hereof and cannot be amended, supplemented or modified
except by an instrument in writing signed by the parties against whom
enforcement for such
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amendment, supplement or modification is sought. In the event of an
inconsistency between the terms of the Third Amendment and the terms of the
Standstill Agreement, the terms of the Third Amendment shall be controlling.
5. Counterparts. The Third Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
6. Governing Law. The Third Amendment shall be governed by, construed
and enforced in accordance with the laws of the State of Florida, both
substantive and remedial.
7. Intention of Third Amendment. The Third Amendment is made for the
sole purpose of accommodating Arison, the Air Holdings Trust, the B Trust, MA
1997, L.P. and B Shares, L.P. It is not the intention of the parties that Pan
Am's rights and obligations under the Standstill Agreement be adversely impacted
in any way by the Third Amendment, and the Third Amendment shall be construed
accordingly.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
PAN AM CORPORATION
By: /s/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.,
Title: Chief Financial
Officer & General
Counsel
THE XXXXX XXXXXX 1995 AIR HOLDINGS
TRUST
By: JMD DELAWARE, INC., as Trustee
By: /s/ Xxxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
/s/ Xxxxx Xxxxxx
------------------------------
XXXXX XXXXXX
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MA 1997 HOLDINGS, L.P.
By: MA 1997 Holdings, Inc.,
as General Partner
By: /s/ Xxxxxxxx X. Xxxx
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Name: Xxxxxxxx X. Xxxx
Title: Vice President
THE XXXXX XXXXXX 1994 "B" TRUST
By: JMD DELAWARE, INC., as Trustee
By: /s/ Xxxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
MA 1994 B SHARES, L.P.
By: MA 1994 B Shares, Inc.,
as General Partner
By: /s/ Xxxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
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