EXHIBIT 8
AGREEMENT
This Agreement, dated as of May 1, 1998 (this "AGREEMENT") is entered
into by and among PanAmSat Corporation (formerly known as Magellan
International, Inc., the "COMPANY"), and the persons listed on the signature
pages hereof (the "FORMER CLASS A STOCKHOLDERS").
RECITALS
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A. The Company and the Former Class A Stockholders are parties to the
Amended and Restated Registration Rights Agreement (the "REGISTRATION RIGHTS
AGREEMENT"), dated as of May 16, 1997 by and among Company and the Stockholders
(as defined therein). Capitalized terms which are not otherwise defined herein
shall have the meanings set forth in the Registration Rights Agreement.
B. Pursuant to the Registration Rights Agreement, the Company granted
to Former Class A Stockholders certain rights with respect to registering shares
of Common Stock, par value $.01 per share, of the Company (the "COMMON STOCK")
under the Securities Act of 1933, as amended (the "SECURITIES ACT").
C. The Former Class A Stockholders desire to dispose of a substantial
part, up to all of their shares of Common Stock (the "REGISTRABLE SHARES") over
a period of time.
D. The Company wishes to work with the Former Class A Stockholders to
effect an orderly sale of Registrable Shares in a manner that maximizes value
for the Former Class A Stockholders yet is coordinated with the Company's needs.
AGREEMENT
In consideration of the Recitals 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. SHELF REGISTRATION STATEMENT. Subject to Section 3 hereof, the
Company agrees to promptly register under and in accordance with the provisions
of Rule 415 promulgated under the Securities Act, all of the Registrable Shares
(a "SHELF REGISTRATION"). Within 45 days hereof, the Company shall file with the
Securities and Exchange Commission (the "SEC"), and the Company shall thereafter
use commercially reasonable efforts to cause to be declared effective, a
registration statement on the appropriate form for registration and sale (the
"REGISTRATION STATEMENT") of all of the
Registrable Shares. The Company shall use commercially reasonable efforts to
cause the Registration Statement to be kept continuously effective and usable
for the resale of the Registrable Shares for a period of 180 days from the date
on which the SEC declares the Registration Statement effective. The Shelf
Registration shall be separate from any registration statement filed pursuant to
the Registration Rights Agreement, and it is expressly agreed that the Shelf
Registration is not and shall not be deemed to be a Demand Registration under
the Registration Rights Agreement.
2. REGISTRATION PROCEDURES. Section 5 of the Registration Rights
Agreement is hereby incorporated by reference in its entirety, except that (a)
references to Sections 2 and 3 shall mean references to Section 1 hereof, (b)
references to Sections 2(b) and 3(c) shall be deleted, and (c) references to
Holder therein shall mean the Former Class A Stockholders. Furthermore, the
Company's obligations under Section 5(h) of the Registration Rights Agreements
shall be subject to Section 3(c) hereof.
3. AGREEMENTS OF STOCKHOLDERS. Each of the Former Class A Stockholders
hereby jointly and severally agree as follows:
(a) it will not give or cause any of its lawful
representatives to give, any Demand Notice or take any
other action that might cause the Company to be
obligated to commence a Demand Registration of all or
any part of the Registrable Shares for a period
commencing on the date hereof and terminating 90 days
hereafter; notwithstanding anything contained in this
agreement to the contrary, nothing precludes a demand
for an underwritten demand registration under the
Registration Rights Agreement more than 90 days of the
date hereof;
(b) it will not take or cause its lawful representatives
to take such actions and make such statements that, in
the reasonable opinion of the Company, will
communicate to the public securities markets that it
will, in the immediate future, solicit bids for the
Registrable Shares;
(c) it will not take or cause its lawful representatives
to take actions which are inconsistent with the letter
dated May 1, 1998, which states that it intends to
diversify its portfolios, the diversification of which
is presently expected to include the sale of a
substantial part of the shares of Common Stock
currently held;
(d) prior to soliciting bids for or agreeing to any sale
of the Registrable Shares during the effectiveness of
the Registration Statement, each Former Class A
Stockholder or
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their lawful representative shall notify the Company,
in writing, of its intention to consummate a sale, and
if the Chief Executive Officer or the Chief Financial
Officer of the Company determines that in such
officer's reasonable judgment and good faith the sale
would materially interfere with any pending material
financing, acquisition or corporate reorganization or
other material corporate development involving the
Company or any of its subsidiaries or would require
premature disclosure thereof and promptly gives the
Former Class A Stockholders written notice of such
determination, containing a general statement of the
reasons for such postponement and an approximation of
the period of the anticipated delay, then the Former
Class A Stockholders agree to delay such sale until
such time as is reasonably determined by the Company;
(e) it will not request the conversion of the Shelf
Registration to a firm, underwritten offering until
such time it is jointly determined by the Former Class
A Stockholders, on the one hand, and the Company, on
the other hand, that an underwritten offering would be
advisable; and
(f) nothing in this agreement shall prevent the Former
Class A Stockholders from exercising their demand
registration rights under the Registration Rights
Agreement following 90 days of the date hereof.
4. REGISTRATION EXPENSES. Section 6 of the Registration Rights
Agreement is hereby incorporated by reference in its entirety except that
references to Holder contained therein shall mean the Former Class A
Stockholders.
5. UNDERWRITTEN OFFERING. If at any time during the effectiveness of
the Shelf Registration, it is determined by the Former Class A Stockholders that
an underwritten offering would be advisable, then the Former Class A
Stockholders holding a majority of the Registrable Shares shall select the
institution or institutions that shall manage or lead such offering.
6. INDEMNIFICATION. Section 8 of the Registration Rights Agreement is
hereby incorporated by reference in its entirety except that references to each
Holder contained therein shall mean each Former Class A Stockholder.
7. MISCELLANEOUS.
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a) Sections 10(b), (c), (d), (e), (f), (g), (h), (i),
(j), (k) and (l) of the Registration Rights Agreement
are hereby incorporated by reference in their entirety
except that references to Holders contained therein
shall mean the Former Class A Stockholders; and
(b) this Agreement is not intended and in no way amends
the Registration Rights Agreement which will remain in
full force and effect among the parties thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
PANAMSAT CORPORATION
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Senior Vice President and
General Counsel
FORMER CLASS A STOCKHOLDERS
/s/ Xxxx Xxxxxxx
-----------------------------------
Name: XXXX XXXXXXX, individually
and 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
/s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------------
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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
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
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
/s/ Pier Xxxxxxx
-----------------------------------
Name: PIER XXXXXXX, individually
and as the sole trustee of
the XXXXX XXXXXXX TRUST
DATED JUNE 10, 1988 and
the sole trustee of the
XXXXX XXXXXXX TRUST DATED
JUNE 10, 1988
/s/ Xxxxxxx X. 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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Pursuant to Section 10(m) of the Registration Rights Agreement, the undersigned
hereby consents as of the date first written above to the execution and delivery
of this Agreement. In addition, the undersigned hereby designates that all
notices to be delivered pursuant to Section 10(b) of the Registration Rights
Agreement or the Stockholders Agreement, dated as of May 16, 1997 (among the
same parties), be delivered to Xxxxxx Electronics Corporation, in the place of
Xxxxxx Communications, Inc. as follows:
Xxxxxx Electronics Corporation
000 Xxxxx Xxxxxxxxx Xxxxxxxxx
X.X. Xxx 000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxx
Assistant General Counsel
Facsimile: (000) 000-0000
XXXXXX COMMUNICATIONS, INC.
By
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Name:
Title:
