EXHIBIT 6
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement, dated as of May 1, 1998 (this
"Agreement"), is made and entered into by Xxxxxx Communications, Inc., a
California corporation ("HCI"), and the selling stockholders whose names appear
on the signature pages to this Agreement (the ("Sellers").
WHEREAS, on May 16, 1997, HCI and certain of its subsidiaries,
Satellite Company, LLC a Nevada limited liability company, and PanAmSat
International Systems, Inc. (formerly known as PanAmSat Corporation), a Delaware
corporation ("PAS"), consummated a reorganization of the respective satellite
services businesses of HCI and PAS in which HCI and its subsidiaries and the
Sellers acquired shares of common stock, $.01 par value per share ("Common
Stock"), of PanAmSat Corporation (formerly known as Magellan International,
Inc.) a Delaware corporation (the "Company").
NOW THEREFORE, the parties intending to be legally bound, agree as
follows:
1. Purchase of Shares.
------------------
HCI hereby purchases from each of the Sellers, and each of the Sellers
hereby sells, assigns and transfers to HCI, the number of Shares set forth next
to the name of such Seller on Annex A. Concurrently with such assignment and
transfer, HCI is simultaneously paying to each Seller, by wire transfer if
immediately available funds to the account specified for such Seller on Annex B,
an amount equal to the number of Shares being sold by such Seller multiplied by
Sixty Dollars ($60.00). Concurrently with the payment of such funds, each Seller
is delivering to HCI certificates representing the Shares being sold by such
Seller with documentation satisfactory to HCI evidencing the transfer of such
Shares.
2. Representations and Warranties of the Sellers.
---------------------------------------------
Each of the Sellers hereby represents and warrants (but only as to such
Seller) as of the date hereof that:
(a) Organization. If such Seller is not a natural person, it is duly
organized, validly existing and (if applicable) in good standing under the laws
of its respective jurisdiction of formation; has not been dissolved, adopted
resolutions to dissolve or acted in any way to accomplish, request or approve
such dissolution; is not a party to any merger; and has not been declared
bankrupt and no action or request is pending to declare it bankrupt. (b)
Authorization. If such Seller is not a natural person, it has taken all action
necessary for the authorization, execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby. This
Agreement constitutes the valid
and legally binding obligation of such Seller, enforceable against such Seller
in accordance with its terms.
(c) Ownership of the Shares. Such Seller has good title to the
Shares being sold by such Seller; has full, complete and unrestricted legal
right, power and authority to transfer and deliver such Shares pursuant to this
Agreement; and HCI is receiving good title thereto, free and clear of all liens,
claims, encumbrances, rights and restrictions of any kind other than
restrictions applicable to such Shares pursuant to agreements to which HCI is
also a party.
(d) Non-Contravention. The execution and delivery of this Agreement
by such Seller does not, and the performance of its obligations hereunder will
not, (i) if such Seller is not a natural person; contravene or conflict with any
provision of the respective organizational documents of such Seller, or (ii)
contravene or conflict with or constitute a violation of or default under or
give rise to a right of termination, cancellation or acceleration (with or
without notice or lapse of time, or both) of any right or obligation of such
Seller under any provision of applicable law or regulation of the Untied States
or any state thereof or any foreign jurisdiction, or of any agreement,
injunction, order, decree or other instrument binding upon such Seller if such
contravention, conflict, violation, default or rights could adversely affect
HCI's rights to the Shares being sold by such Seller.
(e) No Consent Required. No application, notice, order,
registration, qualification, waiver, consent, approval or other action is
required to be filed, given, obtained or taken by such Seller by virtue of the
execution, delivery and performance of this Agreement or the sale of the Shares
by such Seller contemplated hereby.
(f) Compliance with Securities Laws. Such Seller acknowledges that
the Shares are being sold to HCI in a private transaction that is exempt from
registration under the Securities Act of 1933, as amended. Such Seller, either
on its own or through Xxxxxxx Xxxxxxxx, acting as a Representative for such
Seller, (i) believes that it has received all the information that it considers
necessary or appropriate for deciding whether to sell the Shares being sold by
such Seller, and (ii) represents that it has had an opportunity to ask questions
of, and has received answers from, representatives of the Company regarding
material developments affecting the Company and its prospects. Such Seller has
not taken any action with respect to the Shares being sold by such Seller that
would constitute a violation of federal securities laws.
3. HCI's Representations and Warranties.
------------------------------------
HCI hereby represents and warrants as of the date hereof that:
(a) Organization. HCI is a corporation duly organized, validly
existing and in good standing under the laws of the state of California. HCI has
all requisite power and authority to carry on its business as now conducted. HCI
has not been dissolved, adopted resolutions to dissolve or acted in any way to
accomplish, request or approve such dissolution; is not a party to any merger;
and has not been declared bankrupt and no action or request is pending to
declare it bankrupt.
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(b) Authorization. HCI has taken all action necessary for the
authorization, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement constitutes
HCI's valid and legally binding obligation, enforceable in accordance with its
terms.
(c) Non-Contravention. The execution an delivery
by HCI of this Agreement does not, and the performance of its obligations
hereunder will not (i) contravene or conflict with the certificate of
incorporation or bylaws of HCI, or (ii) contravene or conflict with or
constitute a violation of or default under or give rise to a right of
termination, cancellation or acceleration (with or without notice or lapse of
time, or both) of any right or obligation of HCI under any provision of
applicable law or regulation of the Untied States or any state thereof or any
foreign jurisdiction, or of any agreement, contract, judgment, injunction,
order, decree or other instrument binding upon HCI.
(d) No Consent Required. No application, notice, order,
registration, qualification, waiver, consent, approval or other action is
required to be filed, given, obtained, or taken by HCI by virtue of the
execution, delivery and performance of this Agreement or the purchase of the
Shares contemplated hereby.
(e) Compliance with Securities Laws. HCI acknowledges that the
Shares are being purchased by HCI in a private transaction that is exempt from
registration under the Securities Act of 1933, as amended, HCI is acquiring the
Shares as an investment and not with a view toward distribution, and HCI
believes that it has received all the information that it considers necessary or
appropriate for deciding whether to purchase the Shares. HCI acknowledges that
it has not relied on any information with respect to the Company from any of the
Sellers or from any representative or agent of any of the Sellers. HCI has not
taken and will not take any action with respect to the Shares that would
constitute a violation of federal or state securities laws.
4. Miscellaneous.
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(a) Expenses. All costs and expenses incurred in connection with
this Agreement and the purchase of the Shares contemplated hereby shall be paid
by the party incurring such expenses.
(b) Entire Agreement. This Agreement constitutes the entire
Agreement among the parties hereto and supersedes all prior agreements and
understandings, both written and oral, among them with respect to the subject
matter hereof. This Agreement is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(c) Governing Law. This Agreement shall be construed and
interpreted, and the rights of the parties determined, in accordance with the
laws of the State of New York (without reference to the choice of law
provisions).
(d) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same instrument and
shall become
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effective when executed and delivered by each of the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be signed as of the date first written above.
XXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Senior Vice President
SELLERS
/s/ Xxxx Xxxxxxx
-----------------------------------------
Xxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Xxxxxxxxx X. Xxxxxxx
By: Xxxxxxx Xxxxxxxxx
Attorney-in-Fact
Pier Xxxxxxx
-----------------------------------------
Pier Xxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Xxxxxxx Xxxxxxxxx
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FORMER CLASS A STOCKHOLDERS
/s/ Xxxx Xxxxxxx
--------------------------------------------
Name: XXXX XXXXXXX, as a trustee of
the Article VII Trust created by
the XXXX XXXXXXX REVOCABLE TRUST
DATED JUNE 10, 1994, and as
successor trustee under the
Voting Trust Agreement dated as
of February 28, 1995 and as a
co-trustee of the XXXXX XXXXXXX
TRUST DATED DECEMBER 23, 1991
--------------------------------------------
Name: XXXXXXXXX X. XXXXXXX, as trustee
of the Article VII Trust created
by the XXXX XXXXXXX REVOCABLE
TRUST DATED JUNE 10, 1994 and as
successor trustee under the
Voting Trust Agreement dated as
of February 28, 1995
--------------------------------------------
Name: XXXXXXX XXXXXXXXX, as Trustee of
the Article VII Trust created by
the XXXX XXXXXXX REVOCABLE TRUST
DATED JUNE 10, 1994 and as a
successor trustee under the
Voting Trust Agreement dated as
of February 28, 1995
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/s/ Pier Xxxxxxx
--------------------------------------------
Name: PIER XXXXXXX, as the sole
trustee of the XXXXX XXXXXXX
TRUST DATED JUNE 10, 1998 and
the sole trustee of the XXXXX
XXXXXXX TRUST DATED JUNE 10,
1988
/s/ Xxxxxxx Xxxxxxxx
--------------------------------------------
Name: XXXXXXX X. XXXXXXXX, as trustee
of the XXXXXXXXX X. XXXXXXX
IRREVOCABLE TRUST DATED DECEMBER
22, 1995 and as a successor
trustee of the XXXXX XXXXXXX
TRUST DATED DECEMBER 23, 1991
/s/ Xxxxxxx Xxxxxxx
--------------------------------------------
Name: XXXXXXX XXXXXXX, as trustee of
the Article VII Trust created by
the XXXX XXXXXXX REVOCABLE TRUST
DATED JUNE 10, 1994 and as a
successor trustee under the
Voting Trust Agreement dated as
of February 28, 1995
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Annex A
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Tax Identification
Number/Social Number of Purchase Price
Name and Address Security Number Shares
Article VII Trust Created by The Xxxx Xxxxxxx Revocable 00-0000000 2,110,708 $126,642,480
Trust dated June 10, 1994 c/o Northway Management
Company, LLC
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxx Xxxxxxx ###-##-#### 137,822 $8,269,320
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Pier Xxxxxxx ###-##-#### 39,376 $2,362,560
00 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxxxxx Xxxxxxx Irrevocable Trust dated December 22, 00-0000000 154,738 $9,284,280
1995 f/b/o Pier Xxxxxxx
c/o Northway Management Company, LLC
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxx Trust dated December 23, 1991 00-0000000 55,129 $3,307,740
c/o Northway Management Company, LLC
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
The Xxxxx Xxxxxxx Trust dated June 10, 1988 00-0000000 6,891 $413,460
c/o Northway Management Company, LLC
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
The Xxxxx Xxxxxxx Trust dated June 10, 1988 00-0000000 6,891 $413,460
c/o Northway Management Company, LLC
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxx Xxxxxxx - 407,445 $24,446,700
Xxxxxxx Xxxxxxxxx - 30,774 $1,846,440
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Annex B
-------
NAME WIRE INSTRUCTIONS
-------------------------------------------------- ----------------------------------------------------------
ARTICLE VII TRUST CREATED BY THE XXXX XXXXXXX Xxxxxx NYC; ABA #021000236; Private Banking Division;
REVOCABLE TRUST DATED JUNE 10, 1994 Credit Acct. T&I #000-00-000; For further credit to:
c/o Northway Management Company, LLC Article VII Trust created under Xxxx Xxxxxxx Revocable
000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Trust; Acct. # PBD73169
ID # 00-0000000
XXXX XXXXXXX, individually Mellon Bank, Pittsburgh, PA; ABA #000000000
000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Account of Xxxxxxx Xxxxx; Acct. # 1011730
ID # ###-##-#### For further credit to: Xxxx Xxxxxxx, Acct. # 832-33815
PIER XXXXXXX, individually Mellon Bank, Pittsburgh, PA; ABA # 000000000
00 Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 Account of Xxxxxxx Xxxxx; Acct. # 1011730
ID # ###-##-#### For further credit to: Pier X. Xxxxxxx, Acct. # 632-33756
XXXXXXXXX X. XXXXXXX IRREVOCABLE TRUST DATED The Bank of New York; ABA # 000000000
DECEMBER 22, 1995 F/B/O PIER XXXXXXX Account of Xxxxxx Trust; Acct. # GLA111-565
c/o Northway Management Company, LLC For further credit to: Xxxxxxxxx X. Xxxxxxx Trust,
000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Acct. # 123460
ID # 00-0000000
XXXXX XXXXXXX TRUST DATED DECEMBER 23, 0000 Xxx Xxxx xx Xxx Xxxx; ABA # 000000000
c/o Northway Management Company, LLC Account of Xxxxxx Trust; Acct. # GLA111-685
000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 For further credit to: Xxxxx Xxxxxxx Trust, Acct. # 297670
ID # 00-0000000
THE XXXXX XXXXXXX TRUST DATED JUNE 10, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, XX; ABA # 000000000
c/o Northway Management Company, LLC Account of Xxxxxxx Xxxxx; Acct. # 1011730
000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 For further credit to: Xxxxx Xxxxxxx Trust, Acct. # 832-36072
ID # 00-0000000
THE XXXXX XXXXXXX TRUST DATED JUNE 10, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, XX; ABA # 000000000
c/o Northway Management Company, LLC Account of Xxxxxxx Xxxxx; Acct. # 1011730
000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 For further credit to: Xxxxx Xxxxxxx Trust, Acct. # 832-36073
ID # 00-0000000
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