-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J+XzywNbQGmZ53C+PbV1vKG4xPjQw36tM1LIRrcTD5kHJYDbRi5Rw3w2UZhgBojk oJba/g9sFjJEMSCvITBomA== 0000898430-97-002333.txt : 19970528 0000898430-97-002333.hdr.sgml : 19970528 ACCESSION NUMBER: 0000898430-97-002333 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970527 SROS: NASD GROUP MEMBERS: GENERAL MOTORS CORP GROUP MEMBERS: HUGHES COMMUNICATIONS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANAMSAT CORP CENTRAL INDEX KEY: 0000931134 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 061407851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44583 FILM NUMBER: 97614463 BUSINESS ADDRESS: STREET 1: ONE PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036226664 MAIL ADDRESS: STREET 1: ONE PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: NEWPAS CORP DATE OF NAME CHANGE: 19941007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3044 WEST GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202-3091 BUSINESS PHONE: 3135565000 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 PANAMSAT CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 697933-10-9 - -------------------------------------------------------------------------------- (CUSIP Number) Scott B. Tollefsen, Esq. Vice President, General Counsel and Secretary Hughes Communications, Inc. 1500 Hughes Way Long Beach, California 90810 (310) 525-5150 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 16, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]. (Continued on following pages) Page 1 of 13 Pages SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 697933-10-9 PAGE 2 OF 13 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Motors Corporation Tax I.D. No. 38-0572515 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 106,622,807 shares SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 106,622,807 shares PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 106,622,807 shares - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 71.5% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 697933-10-9 PAGE 3 OF 13 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hughes Communications, Inc. Tax I.D. No. 95-3884435 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 California - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 106,622,807 shares SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 106,622,807 shares PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 106,622,807 shares - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 71.5% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 13 Item 1. Security and Issuer. ------------------- This statement relates to shares of common stock, par value $.01 per share (the "Common Stock"), of PanAmSat Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at One Pickwick Plaza, Greenwich, Connecticut 06830. Item 2. Identity and Background. ----------------------- (a) This statement is being filed jointly by General Motors Corporation, a Delaware corporation ("GM") and Hughes Communications, Inc., a California corporation and an indirect, wholly owned subsidiary of GM ("HCI," and together with GM, the "Reporting Persons"). The Reporting Persons are filing this statement jointly pursuant to a Joint Filing Agreement attached hereto as Exhibit 1. (b) The address of GM's principal office is 767 Fifth Avenue, New York, New York 10153-0075 and 3044 West Grand Boulevard, Detroit, Michigan 48202-3091. The address of HCI's principal office is 1500 Hughes Way, Long Beach, California 90810. The names, business addresses and principal businesses of each of the directors and executive officers of each of GM and HCI are set forth on Schedule I hereto and incorporated by reference herein. (c) The principal business of GM is manufacturing cars and trucks; subsidiaries of GM also engage in significant nonautomotive operations. The principal business of HCI is the development of satellite-based communications businesses. (d) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the best knowledge of the Reporting Persons, each of the executive officers and directors of the Reporting Persons is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- See Item 4 below. Item 4. Purpose of Transaction. ---------------------- On May 16, 1997, HCI received 106,622,807 shares of Common Stock in exchange for HCI and certain of its subsidiaries contributing the assets and liabilities comprising substantially all of HCI's satellite services business to the Company (the "Asset Contribution"). The Asset Contribution was part of a larger business combination (the "Reorganization") of HCI's satellite services business with the corporation known as "PanAmSat Corporation" prior to the Reorganization ("Old PanAmSat"), which was consummated pursuant to the terms of an Agreement and Plan of Reorganization, dated September 20, 1996, by and among HCI, Hughes Communications Galaxy, Inc., Hughes Page 5 of 13 Communications Satellite Services, Inc., Hughes Communications Services, Inc., Hughes Communications Carrier Services, Inc., Hughes Communications Japan, the Company and Old PanAmSat, as amended (the "Reorganization Agreement"), and certain related ancillary agreements. The Reorganization Agreement sets forth the terms of the Asset Contribution and the merger of a subsidiary of the Company with Old PanAmSat (the "Merger"). As a result of the Merger, the stockholders of Old PanAmSat were entitled to receive for each share of Old PanAmSat common stock held directly or indirectly by such stockholders, at their election, one of (a) an amount in cash equal to $15 plus one-half ( 1/2) share of Common Stock, (b) one share of Common Stock (subject to proration, as applicable) or (c) an amount in cash equal to $30 (subject to proration, as applicable). Holders of options to acquire shares of common stock of Old PanAmSat were entitled to receive, on account of each share of Old PanAmSat common stock subject to such options, an amount in cash equal to the difference between the per share exercise price for such option and $30. The total amount of cash payable in the Reorganization on account of all shares and options to acquire shares of common stock of Old PanAmSat was limited under the terms of the Reorganization Agreement to $1,513,148,260. Holders of 84,524,454 shares of Old PanAmSat common stock elected to receive all cash in the Merger. After proration, the direct and indirect holders of all shares of common stock of Old PanAmSat received in the aggregate $1,500,174,300 in cash and 50,005,805 shares of Common Stock. Of the total shares of Common Stock issued on account of Old PanAmSat common stock, the Company immediately repurchased 7,500,000 shares of Common Stock from one of Old PanAmSat's stockholders in connection with the Reorganization. After giving effect to all of the transactions contemplated by the Reorganization Agreement, the shares of Common Stock owned by HCI constitute approximately 71.5% of the outstanding shares of Common Stock. The Reorganization Agreement prohibits HCI and its affiliates, for a period of five years from May 16, 1997, from acquiring more than eighty-one percent (81%) of the outstanding equity securities of the Company unless certain conditions are satisfied (the "Standstill Restriction"). Copies of the Reorganization Agreement and an Amendment to the Reorganization Agreement, entered into on April 4, 1997, are attached hereto as Exhibits 2 and 3, respectively, and incorporated herein by reference. In connection with the Reorganization, (i) the Company filed an Amended and Restated Certificate of Incorporation of the Company which, among other things, changed the name of the Company to "PanAmSat Corporation" and set the size of the initial Board of Directors of the Company at ten directors, (ii) Charles H. Noski, Frederick A. Landman, Patrick J. Costello, Steven D. Dorfman, John J. Higgins, Ted G. Westerman, Dennis F. Hightower, James M. Hoak and Joseph R. Wright, Jr. were elected as directors of the Company and (iii) Frederick A. Landman was appointed as the Chief Executive Officer of the Company. Concurrently with the consummation of the Reorganization, (i) Hughes Network Systems, Inc., an affiliate of the Reporting Persons ("HNS"), loaned $1,725,000,000 to the Company pursuant to the terms of a Loan Agreement between HNS and the Company (which funds HNS borrowed from GM immediately prior to making the loan to the Company); (ii) the Company, HCI and certain stockholders of Old PanAmSat entered into an Amended and Restated Stockholder Agreement, whereby such parties agreed, among other things, (a) to certain restrictions on HCI, such stockholders and the Company regarding sales of shares of Common Stock and additional restrictions on HCI and its affiliates regarding purchases of more than 81% of the outstanding shares of Common Stock; (b) to designate directors to the Company's Board of Directors; and (c) that HE and any entity owned 50% or more by HE would not compete with the Company; (iii) the Company, HCI and certain stockholders of Old PanAmSat also entered into an Amended and Restated Registration Rights Agreement pursuant to which HCI and such stockholders will have, among other things, the right, under certain circumstances and subject to certain conditions and exceptions, to require the Company to register all or any portion of the shares of Common Stock held by them, provided that the aggregate value of such shares is at least Page 6 of 13 $100,000,000; and (iv) the Company and Frederick A. Landman, its President and Chief Executive Officer, entered into an Employment Agreement which provides that, if Mr. Landman's employment with the Company terminates for any reason during the three year period following May 16, 1997, (a) Mr. Landman will have the right under certain circumstances and subject to certain conditions and exceptions to require the Company to register all or a portion of the shares of Common Stock held by him and (b) in the event that Mr. Landman demands such registration of his Common Stock, the Company will have the right to purchase any or all of the shares of Common Stock covered by such demand. Copies of the Loan Agreement, the Amended and Restated Stockholders Agreement, the Amended and Restated Registration Rights Agreement and the Employment Agreement are attached hereto as Exhibits 4, 5, 6 and 7, respectively, and incorporated herein by reference. The Reporting Persons intend to review their investment in the Company from time to time and, depending upon the price and availability of the Common Stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to increase or decrease the size of their investment in the Company, subject to the Standstill Restriction. Except as described herein, none of the Reporting Persons has any present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However, subject to the Standstill Restriction, the Reporting Persons will continue to review the business of the Company and, depending upon one or more of the factors referred to above, may in the future propose that the Company take one or more of such actions. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) HCI is the direct record owner of 106,622,807 shares of the Common Stock, which constitute approximately 71.5% of the total number of outstanding shares of the Common Stock immediately following the consummation of the transactions contemplated by the Reorganization. (b) GM, acting through its wholly owned subsidiaries Hughes Electronics Corporation, a Delaware corporation, HE Holdings, Inc., a Delaware corporation, Hughes Telecommunications and Space Company, a Delaware corporation, and HCI, indirectly has sole power to vote or direct the vote, and to dispose or to direct the disposition of the shares of the Common Stock beneficially owned by GM. As a result, GM may be deemed to beneficially own the shares of the Common Stock directly owned by HCI. (c) Except as described in Item 4 above, there have not been any transactions in the Common Stock effected by or for the account of any of the Reporting Persons or any executive officer or director of any of the Reporting Persons during the past 60 days. (d) Except as stated in this Item 5, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Persons. (e) Not applicable. Page 7 of 13 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------ See Item 4. Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit 1. Joint Filing Agreement, dated as of May 27, 1997. Exhibit 2. Agreement and Plan of Reorganization, dated September 20, 1996, by and among Hughes Communications, Inc., Hughes Communications Galaxy, Inc., Hughes Communications Satellite Services, Inc., Hughes Communications Services, Inc., Hughes Communications Carrier Services, Inc., Hughes Communications Japan, Inc., Magellan International, Inc. and PanAmSat Corporation (incorporated by reference to Exhibit 2.1 from the Company's registration statement on Form S-4 (No. 333- 25293) as filed on April 16, 1997 with the Securities and Exchange Commission). Exhibit 3. Amendment to Agreement and Plan of Reorganization, dated April 4, 1997, by and among Hughes Communications, Inc., Hughes Communications Galaxy, Inc., Hughes Communications Satellite Services, Inc., Hughes Communications Services, Inc., Hughes Communications Carrier Services, Inc., Hughes Communications Japan, Inc., Magellan International, Inc. and PanAmSat Corporation (incorporated by reference to Exhibit 2.2 from the Company's registration statement on Form S-4 (No. 333-25293) as filed on April 16, 1997 with the Securities and Exchange Commission). Exhibit 4. Loan Agreement, dated May 15, 1997, between Hughes Network Systems, Inc. and Magellan International, Inc. Exhibit 5. Amended and Restated Stockholder Agreement, dated as of May 16, 1997, by and among Magellan International, Inc., Hughes Communications, Inc., Satellite Company, L.L.C. and certain stockholders of PanAmSat Corporation. Exhibit 6. Amended and Restated Registration Rights Agreement, dated as of May 16, 1997, by and among Magellan International, Inc. and certain stockholders of PanAmSat Corporation. Exhibit 7. Employment Agreement, dated as of May 15, 1997, by and between Magellan International, Inc. and Frederick A. Landman. Page 8 of 13 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 27, 1997 GENERAL MOTORS CORPORATION By: /s/ Thomas A. Gottschalk ------------------------------ Name: Thomas A. Gottschalk Title: Senior Vice President and General Counsel Dated: May 27, 1997 HUGHES COMMUNICATIONS, INC. By: /s/ Jerald F. Farrell ------------------------------ Name: Jerald F. Farrell Title: President Page 9 of 13 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL MOTORS CORPORATION The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of General Motors Corporation is set forth below.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH GENERAL OFFICER OF GENERAL MOTORS ADDRESS MOTORS CORPORATION CORPORATION - ------------------------------------------------------------------------------------------------------------------------ John F. Smith, Jr. Chairman of the Board, Chief General Motors Corporation Executive Officer, 100 Renaissance Center President and Director Detroit, MI 48243 Harry J. Pearce Vice Chairman and Director General Motors Corporation 100 Renaissance Center Detroit, MI 48243 Anne L. Armstrong Director Chairman of the Board of Trustees P.O. Box 1358 Center for Strategic and International Kingsville, Texas 78364 Studies Percy Barnevik ABB Asea Brown Boveri Ltd. Affolternstrasse 44 Director Chairman and Chief Executive Officer Box 8131 ABB Asea Brown Boveri, Ltd. CH-8050 Zurich Switzerland John H. Bryan Director Chairman and Chief Executive Officer Sara Lee Corporation Sara Lee Corporation Three First National Plaza 46th Floor Chicago, IL 60602 Thomas E. Everhart Director President California Institute of Technology California Institute of Technology Parsons-Gates Hall of Admin. 1200 East California Blvd. Pasadena, CA 91125 Charles T. Fisher III Director Retired Chairman and Chief Executive 100 Renaissance Center Officer Suite 2412 NBD Bankcorp. Inc. Detroit, MI 48243
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PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH GENERAL OFFICER OF GENERAL MOTORS ADDRESS MOTORS CORPORATION CORPORATION - ------------------------------------------------------------------------------------------------------------------------ George M.C. Fisher Director Chairman, President and Chief Eastman Kodak Company Financial Officer 343 State Street Eastman Kodak Company Rochester, NY 14650 J. Willard Marriott, Jr. Director Chairman and President Marriott International Inc. Marriott International, Inc. One Marriott Drive Washington, DC 20058 Ann D. McLaughlin Director Chairman The Aspen Institute The Aspen Institute 1333 New Hampshire Ave., N.W. Suite 1070 Washington, DC 20036 Eckhard Pfeiffer Director President and Chief Executive Officer Compaq Computer Corporation Compaq Computer Corporation 20555 S.H. 249 Houston, TX 77269-2000 John G. Smale Director Retired Chairman The Procter & Gamble Company The Procter & Gamble Company P.O. Box 599 Cincinnati, Ohio 45201-0599 Louis W. Sullivan, M.D. Director President Morehouse School of Medicine Morehouse School of Medicine 720 Westview Drive S.W. Atlanta, GA 30310-1495 Dennis Weatherstone Director Retired Chairman and Chief Executive J.P. Morgan & Co. Inc. Officer 600 Wall Street, 21st Floor J.P. Morgan & Co. Inc. New York, NY 10260 Thomas H. Wyman Director Senior Adviser SBC Warburg, Inc. SBC Warburg, Inc. 277 Park Avenue New York, NY 10172
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PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH GENERAL OFFICER OF GENERAL MOTORS ADDRESS MOTORS CORPORATION CORPORATION - ------------------------------------------------------------------------------------------------------------------------ J.T. Battenberg Executive Vice President General Motors Corporation One Pontiac Plaza Pontiac, MI 48340 Louis R. Hughes Executive Vice President General Motors International Operations Postfach CH-8152 Glattbrugg Switzerland J. Michael Losh Executive Vice President and General Motors Corporation Chief Financial Officer 100 Renaissance Center Detroit, MI 48243 G. Richard Wagoner Executive Vice President General Motors Corporation 100 Renaissance Center Detroit, MI 48243
DIRECTORS AND EXECUTIVE OFFICERS OF HUGHES COMMUNICATIONS, INC. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Hughes Communications, Inc.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH HUGHES OFFICER OF HUGHES ADDRESS COMMUNICATIONS, INC. COMMUNICATIONS, INC. - ------------------------------------------------------------------------------------------------------------------------ Steven D. Dorfman Director Executive Vice President of Hughes Hughes Electronics Corporation Electronics Corporation and Chairman 7200 Hughes Terrace of the Board and President of Hughes Los Angeles, CA 90045-0066 Telecommunications and Space Company Jerry F. Farrell President Hughes Communications, Inc. 1500 Hughes Way Long Beach, CA 90810-9928
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PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH HUGHES OFFICER OF HUGHES ADDRESS COMMUNICATIONS, INC. COMMUNICATIONS, INC. - ------------------------------------------------------------------------------------------------------------------------ Harold E. McDonnell Executive Vice President Hughes Communications, Inc. 1500 Hughes Way Long Beach, CA 90810-9928 Scott B. Tollefsen Vice President, General Counsel Hughes Communications, Inc. and Secretary 1500 Hughes Way Long Beach, CA 90810-9928 Elizabeth S.C.S. Murray Vice President and Chief Hughes Communications, Inc. Financial Officer 1500 Hughes Way Long Beach, CA 90810-9928
Page 13 of 13 EXHIBIT INDEX ------------- Exhibit 1. Joint Filing Agreement, dated as of May 27, 1997. Exhibit 2. Agreement and Plan of Reorganization, dated September 20, 1996, by and among Hughes Communications, Inc., Hughes Communications Galaxy, Inc., Hughes Communications Satellite Services, Inc., Hughes Communications Services, Inc., Hughes Communications Carrier Services, Inc., Hughes Communications Japan, Inc., Magellan International, Inc. and PanAmSat Corporation (incorporated by reference to Exhibit 2.1 from the Company's registration statement on Form S-4 (No. 333-25293) as filed on April 16, 1997 with the Securities and Exchange Commission). Exhibit 3. Amendment to Agreement and Plan of Reorganization, dated April 4, 1997, by and among Hughes Communications, Inc., Hughes Communications Galaxy, Inc., Hughes Communications Satellite Services, Inc., Hughes Communications Services, Inc., Hughes Communications Carrier Services, Inc., Hughes Communications Japan, Inc., Magellan International, Inc. and PanAmSat Corporation (incorporated by reference to Exhibit 2.2 from the Company's registration statement on Form S-4 (No. 333-25293) as filed on April 16, 1997 with the Securities and Exchange Commission). Exhibit 4. Loan Agreement, dated May 15, 1997, between Hughes Network Systems, Inc. and Magellan International, Inc. Exhibit 5. Amended and Restated Stockholder Agreement, dated as of May 16, 1997, by and among Magellan International, Inc., Hughes Communications, Inc., Satellite Company, L.L.C. and certain stockholders of PanAmSat Corporation. Exhibit 6. Amended and Restated Registration Rights Agreement, dated as of May 16, 1997, by and among Magellan International, Inc. and certain stockholders. Exhibit 7. Employment Agreement, dated as of May 15, 1997, by and between Magellan International, Inc. and Frederick A. Landman.
EX-1 2 JOINT FILING AGREEMENT DATED AS OF 5/27/97 EXHIBIT 1 JOINT FILING AGREEMENT ---------------------- The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d- 1(f) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies. (Signature Page Follows) Date: May 27, 1997 GENERAL MOTORS CORPORATION -- By: /s/ Thomas A. Gottschalk ----------------------------- Name: Thomas A. Gottschalk Title: Senior Vice President and General Counsel Date: May 27, 1997 HUGHES COMMUNICATIONS, INC. -- By: /s/ Jerald F. Farrell ----------------------------- Name: Jerald F. Farrell Title: President EX-4 3 LOAN AGREEMENT DATED 5/15/1997 EXHIBIT 4 LOAN AGREEMENT THIS LOAN AGREEMENT ("Agreement") is entered into as of May 15, 1997 -- between HUGHES NETWORK SYSTEMS, INC., a corporation organized and existing under the laws of Delaware ("Lender"), and MAGELLAN INTERNATIONAL, INC., a Delaware corporation that will be renamed "PANAMSAT CORPORATION" upon consummation of the Reorganization (as defined below)("Borrower"). WHEREAS, Borrower has requested Lender to extend a credit facility in the amount of One Billion Seven Hundred Twenty Five Million Dollars ($1,725,000,000.00), to be used for Borrower's general corporate purposes including, but not limited to, financing Borrower's acquisition of all of the outstanding shares of Class A Common Stock, par value $.01 per share and Common Stock, par value $.01 per share of PanAmSat Corporation ("PanAmSat") and all of the outstanding shares of common stock, $.01 par value per share, of Univisa, Inc. (the indirect holder of all outstanding shares of Class B common stock, $.01 par value per share, of PanAmSat) in each case pursuant to the Reorganization Agreement and the Univisa Contribution Agreement (as such terms are defined below); and WHEREAS, Lender is willing to extend such credit facility to Borrower, subject to the terms and conditions of this Agreement; NOW, THEREFORE, for good consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Borrower agree as follows: SECTION 1 DEFINITIONS 1.1 Definitions. As used in this Agreement, the following terms shall have ----------- the meanings given: "Base LIBOR Rate" applicable to a particular Interest Period shall mean a rate per annum equal to the rate of interest at which U.S. dollar deposits with comparable maturities are offered in immediately available funds in the London Interbank Market at 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as published by the British Banker's Association (Bloomberg Screen BBAM). "Borrower" has the meaning set forth in the preamble to this Agreement. 1 "Business Day" means a day other than a Saturday or Sunday on which banks are open for business in both San Francisco, California and New York, New York. "Certificate of Designation" means the certificate of designation for the 12 3/4% Mandatorily Exchangeable Senior Redeemable Preferred Stock of PanAmSat. "Closing Date" means the closing date of the Merger. "Consolidated Adjusted Net Worth" means, as of the date of determination thereof, the consolidated stockholders equity of Borrower in accordance with GAAP plus the principal balance of the Loan outstanding as of such date. "Adjusted Consolidated Tangible Net Worth" means, at any date of determination, Consolidated Adjusted Net Worth less the consolidated goodwill ---- of Borrower and its Subsidiaries, determined in accordance with GAAP. "Debt Rating" means the rating by S&P or Moody's of senior unsecured long-term debt issued by Borrower, as publicly announced and in effect from time to time; provided, however, that if both S&P and Moody's announce a Debt Rating, the lower rating shall be considered the Debt Rating. "ERISA" means the Employee Retirement Income Security Act of 1974, as in effect from time to time. "ERISA Affiliate" of any Person means any other Person that for purposes of Title IV of ERISA is a member of such Person's controlled group, or under common control with such Person, within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended from time to time. "Event of Default" means any event specified in Section 8.1. "GAAP" means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such other entity as may be in general use by significant segments of the U.S. accounting profession, which are applicable to the circumstances as of the date of determination. "Guaranty" has the meaning set forth in Section 4.1(d). 2 "Indentures" means, collectively (a) the Indenture dated as of August 5, 1993 among PanAmSat, PanAmSat Capital Corporation and First Trust National Association relating to the Senior Secured Notes, (b) the Indenture dated as of August 5, 1993 among PanAmSat, PanAmSat Capital Corporation and United States Trust Company of New York relating to the Senior Subordinated Discount Notes and (c) the indenture to be entered into by PanAmSat Corporation in connection with the exchange of its 12 3/4% Mandatorily Exchangeable Senior Redeemable Preferred Stock as contemplated by the Certificate of Designation, as each of the foregoing may be amended, supplemented or otherwise modified from time to time. "Interest Payment Date" means the last day of any Interest Period. If any Interest Payment Date is not a Business Day, then the relevant Interest Payment Date shall be the next succeeding Business Day. "Interest Period" means the period of time during which a particular LIBOR Rate will be applicable to the principal balance of the Loan, and shall be a period of one, two, three or six months as selected by Borrower in accordance with Section 2.2, subject to the following: (a) If the term of an Interest Period is not designated, a period of one month shall be deemed selected; and (b) The first Interest Period for the Loan shall have a duration of six months commencing on the Closing Date. "Investment Grade" means a Debt Rating by S&P of BBB- or better or a Debt Rating by Moody's of Baa3 or better. "Lender" has the meaning set forth in the preamble to this Agreement. "LIBOR Rate" means for each Interest Period a rate per annum equal to two percent (2.00% or 200 basis points) plus the Base LIBOR Rate applicable to such Interest Period. "Lien" means any trust deed, mortgage, pledge, hypothecation, assignment, security interest, lien, charge or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the lien of an attachment, judgment or execution, or any conditional sale or other title retention agreement, any capitalized lease, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction, but excluding financing statements filed to give notice of operating leases in the ordinary course of business and excluding financing statements filed against the Borrower without the Borrower's consent or knowledge). "Loan" means the loan described in Section 2. 3 "Material Change" means any adverse change in the Borrower's financial condition, operations or prospects which could reasonably be expected to materially impair Borrower's ability to timely and fully perform its obligations under this Agreement. "Maturity Date" means May 1, 2000. "Merger" means the series of transactions resulting in Borrower's direct or indirect ownership of all of the outstanding common shares of PanAmSat as contemplated by the Reorganization Agreement. "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan" of any Person means a multiemployer plan, as defined in Section 4001 (a) (3) of ERISA, which is subject to Title IV of ERISA, and to which such Person or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions. "Net Cash Proceeds" means, with respect to any sale, lease, transfer or other disposition of any asset or the sale or issuance by any Person of any indebtedness or capital stock or other equity interest, any securities convertible into or exchangeable for any capital stock or other equity interest or any warrants, rights or options to acquire any capital stock or other equity interest, the aggregate amount of cash received from time to time by or on behalf of such Person in connection with such transaction after deducting therefrom (a) brokerage commissions, underwriting fees and discounts, legal fees and expenses, finder's fees, accountants' fees and expenses and other similar fees, expenses and commissions, (b) the amount of taxes payable or estimated in good faith to be payable in connection with or as a result of such transaction and (c) the amount of any indebtedness that, by the terms of such transaction or the terms of such indebtedness, is required to be repaid upon such disposition. "Note" has the meaning set forth in Section 2.1. "PanAmSat" has the meaning set forth in the recitals to this Agreement. "Permitted Liens" means (a) Liens securing the Senior Secured Notes, (b) Liens to secure the performance of statutory obligations, surety or appeal bonds or performance bonds, or landlords', carriers', warehousemen's, mechanics', suppliers', materialmen's or other like Liens, in any case incurred in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate process of law, if a reserve or other appropriate provision, if any, as is required by GAAP shall have been made therefore, (c) Liens against the assets of PanAmSat or the Galaxy Assets (as defined in the Reorganization Agreement) existing on the date of this Agreement, (d) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded so long as reserves 4 or other appropriate provision shall have been made in conformity with GAAP, (d) Liens permitted under the Indentures and the Certificate of Designation, (e) easements, rights-of-way, land marking and zoning restrictions, royalties, leasehold and fee interest covenants and other similar encumbrances incurred or imposed in the ordinary course of business, and (f) extensions, renewals or refinancings of any Liens referred to in clauses (a) through (e) above, provided that any such extension, renewal or refinancing does not extend to any assets or secure any indebtedness not securing or secured by the Liens being extended, renewed or refinanced. "Person" means any individual, firm, company, corporation, joint venture, joint-stock company, limited liability company, trust, unincorporated organization, governmental or state entity, or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing. "Plan" means any employee benefit pension plan (other than a Multiemployer Plan) which is subject to the provisions of Title IV of ERISA and which is maintained for employees of Borrower or any Subsidiary. "Principal Repayment Date" means August 1, 1998, and the first day of each November, February, May and August thereafter, until the Maturity Date. "Reorganization" means the transactions contemplated by the Reorganization Agreement and the Univisa Contribution Agreement. "Reorganization Agreement" means an Agreement and Plan of Reorganization dated as of September 20, 1996, as amended on April 4, 1997 that relates to the combination of PanAmSat and the existing commercial satellite business of Hughes Communications, Inc. and certain of its subsidiaries. "Reportable Event" means any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder excluding those events for which the 30-day notice requirement is waived, a withdrawal from a Plan described in Section 4063 of ERISA, or a cessation of operations described in Section 4062(e) of ERISA. "Restricted Subsidiaries" means each Subsidiary having assets of Five Million Dollars ($5,000,000.00) or more. "S&P" means Standard & Poor's Ratings Group. "Senior Secured Notes" means the 9 3/4% Senior Secured Notes Due 2003 issued by PanAmSat and PanAmSat Capital Corporation. "Senior Subordinated Discounts Notes" means the 11 3/8% Senior Subordinated Discount Notes Due 2003 issued by PanAmSat and PanAmSat Capital Corporation. 5 "Subsidiaries" (individually a "Subsidiary") means those corporations or entities of which Borrower or any Subsidiary owns more than fifty percent (50%) of the voting securities. If Borrower or any Subsidiary (i) acquires similar ownership of any other corporation or entity, such corporation or entity shall thereupon be deemed a Subsidiary for all purposes hereof, or (ii) subject to the terms hereof, permits its ownership to fall to fifty percent (50%) or below of outstanding voting shares of any Subsidiary, such Subsidiary shall thereupon cease to be a Subsidiary for all purposes hereof. "Univisa Contribution Agreement" means the Stock Contribution and Exchange Agreement dated as of September 20, 1996 among Grupo Televisa, S.A., a Mexican corporation, Satellite Company, L.L.C., a Nevada limited liability company, Borrower and Hughes Communications, Inc. "Unmatured Event of Default" means an event which the passage of time or the giving of notice, or both, would become an Event of Default. "Voting Stock" means capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrower. SECTION 2 THE LOAN 2.1 The Loan. Lender agrees to make and Borrower agrees to take on the -------- Closing Date, subject to the terms and conditions of this Agreement, a loan in the principal amount of ONE BILLION SEVEN HUNDRED TWENTY FIVE MILLION DOLLARS ($1,725,000,000) bearing interest at the rate specified in Section 2.2 below. The Loan shall be evidenced by a promissory note (the "Note") duly executed by Borrower in the form attached as Exhibit A, and delivered to Lender. 2.2 Interest. The principal balance of the Loan outstanding from time to -------- time during each Interest Period shall bear interest at an annual rate equal to the LIBOR Rate in effect for each such Interest Period. The length of each Interest Period shall be determined by Borrower by providing to Lender written notice of Borrower's selection thereof not less than three Business Days prior to each Interest Payment Date. Each determination of the LIBOR Rate and the Base LIBOR Rate applicable to a particular Interest Period shall be made by Lender and shall be conclusive and binding upon Borrower absent manifest error. Interest at the applicable LIBOR Rate from time to time shall be calculated for the actual number of days elapsed on the basis of a 360 day year. 6 2.3 Payments. Each payment of principal, interest and other sums payable -------- under this Agreement shall be made in immediately available funds to Lender at The Bank of America, Concord, California or such other location as Lender may designate in writing. Each payment by Borrower shall be made without set off or counterclaim and not later than 11:00 a.m. California time on the day such payment is due and shall be made by wire transfer in immediately available funds. All sums received after such time shall be deemed received on the next Business Day. (a) Interest Payments. Payments of interest determined in accordance with ----------------- Section 2.2 above shall be due on each Interest Payment Date; provided, however that during any six month Interest Period, an additional interest payment shall be due on the last business day of the third month of such Interest Period. (b) Principal Repayments. Quarterly principal payments of Fifty Million -------------------- Dollars ($50,000,000.00) each shall be paid on each Principal Repayment Date. (c) Maturity Date. All unpaid principal, interest and other amounts due ------------- hereunder shall be fully and finally due and payable on the Maturity Date. 2.4 Default Rate. Upon the occurrence of an Event of Default and for the ------------ period during which any such Event of Default continues uncured, the outstanding principal amount of the Loan shall bear interest at an annual rate equal to the LIBOR Rate plus two percent (2.00% or 200 basis points). 2.5 Facility Fee. On the Closing Date, Borrower shall pay Lender a ------------ facility fee equal to one percent (1.00% or 100 basis points) of the principal amount of the Loan. 2.6 Renegotiation of Interest Rate. In the event that (a) Borrower shall ------------------------------ attain an Investment Grade Debt Rating; or (b) Borrower's Subsidiary, PanAmSat, ceases to be subject to dividend payment restrictions and restrictions on pledges of assets contained in the Indentures and the Certificate of Designation, Lender and Borrower agree to negotiate in good faith regarding an appropriate revision to the rate of interest charged under this Agreement. Notwithstanding the foregoing, absent a written revision executed by Lender and Borrower, no modification to the interest rate shall occur and no agreement to do so is implied hereby. 2.7 Compliance with Law. All agreements between Lender and Borrower, ------------------- whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand or acceleration of the maturity hereof or otherwise, shall the interest contracted for, charged, received, paid or agreed to be paid to Lender exceed the maximum contractual rate permitted under applicable law; and if from any circumstance Lender hereof shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal of the Loan and if said amount exceeds the unpaid balance of principal, such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to Lender 7 shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable law. SECTION 3 PREPAYMENT 3.1 Voluntary Prepayment. Borrower may prepay the Loan in full or in part -------------------- but any such partial prepayment shall be in an amount of at least Fifty Million Dollars ($50,000,000.00). Borrower shall provide Lender with a written notice of prepayment at least three Business Days prior to prepayment. Notice of prepayment shall specify the date of the prepayment and the amount of the prepayment. Each such prepayment shall be made on the date specified and shall be accompanied by the payment of accrued interest on the amount prepaid. Subject to compliance with the foregoing procedures, the Loan may be prepaid at any time without penalty of any kind; provided that if the Borrower prepays all or any -------- portion of the principal amount of the Loan other than on an Interest Payment Date, the Borrower shall, within ten (10) days after demand by Lender pay to the Lender any amounts required to compensate the Lender for any additional losses, costs or expenses which it reasonably incurred as a result of such prepayment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund the Loan; and, Lender's determination of such losses, costs or expenses shall be binding and conclusive absent manifest error. Prepayments shall be applied to scheduled principal payments in order of maturity. 3.2 Mandatory Prepayment. Except as restricted or as otherwise required -------------------- by the Indentures or the Certificate of Designation, in addition to the scheduled principal payments provided in Section 2.3 above, the following amounts shall be paid to Lender and shall be applied to prepay outstanding principal amount of the Loan: (a) all Net Cash Proceeds of the sale or issuance of equity by the Borrower or any Restricted Subsidiary (excepting any issuance of equity pursuant to a Plan or any other employee benefit plan); (b) all Net Cash Proceeds of any new borrowings by the Borrower or any Restricted Subsidiary in excess of Five Million Dollars ($5,000,000.00); (c) all Net Cash Proceeds of the sale or other disposition by Borrower or any Restricted Subsidiary of any assets having an aggregate fair market value in excess of Ten Million Dollars ($10,000,000.00) which proceeds are not reinvested or committed to reinvestment by the Borrower or any Restricted Subsidiary in productive assets used or usable in the business of the Borrower or any Restricted Subsidiary within 180 days after receipt thereof; or 8 (d) all insurance proceeds including, without limitation, any in-orbit and launch insurance proceeds in excess of Five Million Dollars ($5,000,000.00), which are not reinvested or committed to reinvestment by the Borrower or any Restricted Subsidiary in productive assets used or usable in the business of the Borrower or any Restricted Subsidiary within 180 days after receipt thereof. Any mandatory prepayment shall be applied to scheduled principal payments in reverse order of maturity. Notwithstanding the foregoing, the provisions of Section 3.2(c) above shall not apply to the sale or other disposition of assets (i) by the Borrower to a Restricted Subsidiary, (ii) by a Restricted Subsidiary to the Borrower or (iii) by a Restricted Subsidiary to another Restricted Subsidiary. In addition to the foregoing, in the event that any sale, spin-off, disposition or other transaction whereby Hughes Electronics Corporation will no longer beneficially own directly or indirectly at least fifty one percent (51%) of the Voting Stock shall have occurred, then the Loan and all accrued interest thereon and all other liabilities and obligations outstanding under this Agreement shall, thereupon, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, if not otherwise then due and payable, together with all reasonable costs and expenses (including breakage and funding costs and other costs in connection with the relending, reborrowing, funding or other employing of funds) incurred by the Lender as a result thereof, anything herein or in any other agreement, contract, indenture, document or instrument contained to the contrary notwithstanding. In the event that any such sale, spin-off, disposition or other transaction occurs whereby Hughes Electronics Corporation no longer beneficially owns directly or indirectly at least fifty-one percent (51%) of the Voting Stock, Borrower shall receive a refund of a portion of the facility fee paid in accordance with Section 2.5 above, in an amount determined on a prorata basis as of the date of such prepayment by dividing the remaining number of full months in the original loan term by the number of full months in the original loan term, and multiplying the quotient thereof by the amount of said facility fee. SECTION 4 CONDITIONS PRECEDENT 4.1 Conditions Precedent. The obligation of Lender to make the Loan -------------------- hereunder is subject to the condition that there shall have been delivered to Lender on or prior to the Closing Date, in form and substance reasonably satisfactory to Lender: (a) the Note, and such other documents as Lender may reasonably request, duly executed by Borrower. 9 (b) Certificate of the Secretary or an Assistant Secretary of Borrower dated the date hereof as to (i) the Certificate of Incorporation and the By-laws of Borrower, (ii) the resolution of the Board of Directors of Borrower or its Executive Committee in connection with this Agreement, and (iii) the incumbency and signatures of the person(s) authorized to execute and deliver this Agreement and any other instrument, document or other agreement required hereunder. (c) Certificate of Good Standing in relation to Borrower issued by the Secretary of the State of Delaware, dated not more than one month prior to the Closing Date. (d) Lender shall receive from each Restricted Subsidiary, an unconditional guaranty of the Loan in the form attached as Exhibit B (a "Guaranty"); provided, however, that in the event any Restricted Subsidiary is precluded from executing such a Guaranty on the Closing Date by the terms of the Indentures or the Certificate of Designation or any other legally binding agreement, receipt of an executed Guaranty from any such Restricted Subsidiary shall not be required as a condition precedent to making the Loan. At such time as any such restriction is eliminated, the affected Restricted Subsidiary shall promptly execute and deliver a Guaranty to Lender. SECTION 5 REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that as of the Effective Date: 5.1 Authority of Borrower. Borrower (a) is a corporation duly organized --------------------- and existing under the laws of the State of Delaware, with its principal place of business in Greenwich, Connecticut, (b) has the corporate power to own its property and carry on its business as now being conducted, (c) is duly qualified and authorized to do business, and is in good standing in every state, country or other jurisdiction except where the failure to be so qualified, authorized and in good standing would not have a material adverse effect on Borrower's financial condition, operations or prospects, (d) has full power and authority to borrow the sums provided for in this Agreement, to execute, deliver and perform this Agreement and any instrument or agreement required hereunder, and to perform and observe the terms and provisions hereof and thereof, (e) has taken all corporate action on the part of Borrower, its directors or stockholders, necessary for the authorization, execution, delivery and performance of this Agreement, and any instrument or agreement required hereunder on the date hereof, (f) requires no consent or approval of any trustee or holder of any indebtedness or obligation of Borrower to enter into, deliver or perform its obligations under this Agreement and the Note, and (g) requires no consent, permission, authorization, order or license of any governmental authority in connection with the execution and delivery and performance of this Agreement and any instrument or agreement required hereunder, or any transaction contemplated hereby, except as may have been obtained and certified copies of which have been delivered to Lender. 10 5.2 Binding Obligations. This Agreement and the Note are the legal, valid ------------------- and binding obligations of Borrower, enforceable against it in accordance with its terms. 5.3 Incorporation of Restricted Subsidiaries. Each Restricted Subsidiary ---------------------------------------- of Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and, to the best of Borrower's knowledge, is duly licensed or qualified as a foreign corporation in all jurisdictions except where the failure to be so qualified, authorized and in good standing would not have a material adverse effect on Borrower's and its Restricted Subsidiaries' financial condition, operation and prospects taken as a whole. 5.4 No Contravention. There is no charter, by-law, or capital stock ---------------- provision of Borrower and no provision of any material indenture or agreement, written or oral, to which Borrower is a party or under which Borrower is obligated, nor is there any material statute, rule or regulation, or any judgment, decree or order of any court or agency binding on Borrower which would be contravened by the execution, delivery and performance of this Agreement, or any instrument or agreement required hereunder, or by the performance of any provision, condition, covenant or other term hereof or thereof. 5.5 Notices. No event has occurred which would require Borrower to notify ------- Lender pursuant to Section 6.2 hereof. 5.6 Financial Statements. All financial statements furnished by Borrower -------------------- to Lender present fairly the financial position and results of operation and changes in financial position of Borrower and its Restricted Subsidiaries as at the end of, and for the periods to which such statements relate, and such financial statements have been prepared in accordance with GAAP. 5.7 ERISA. Based upon ERISA and the regulations and published ----- interpretations thereunder, the Plans of Borrower and its Restricted Subsidiaries are in material and substantial compliance in all material respects with the applicable provisions of ERISA and Borrower and its Subsidiaries are in compliance with such Plans in all material respects. No Reportable Event which has or could be reasonably be expected to result in termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer such Plan has occurred and is continuing with respect to any Plan. 5.8 [Intentionally Deleted]. 5.9 Insurance. Borrower and its Restricted Subsidiaries maintain insurance --------- with responsible insurance companies, in such amounts and against such risks as is customarily carried by owners of similar businesses and property in similar locations, including protection against loss of use and occupancy, to the extent such insurance is reasonably available at commercially reasonable rates, and it will furnish Lender, within five Business Days after receipt of a written request, with full information as to the insurance carrier. 11 SECTION 6 AFFIRMATIVE COVENANTS OF BORROWER Borrower covenants and agrees that until the full and final payment of all indebtedness incurred hereunder, unless Lender waives compliance in writing: 6.1 Management of Business. It will manage its business and conduct its ---------------------- affairs such that the representations and warranties contained in Section 5 remain true and correct at all times. 6.2 Notice of Certain Events. It will, and it will cause each of its ------------------------ Restricted Subsidiaries to, give prompt written notice to Lender of: (a) all Events of Default or Unmatured Events of Default; (b) any event of default under the Indentures, the Certificate of Designation and any other existing or future agreement, contract, indenture, document or instrument entered into by it that could, if settled unfavorably, result in a Material Change; (c) all litigation, arbitration or administrative proceedings involving Borrower or any of its Subsidiaries which could in the reasonable opinion of Borrower be expected to result in a Material Change; (d) any other matter which has resulted in, or might in the reasonable opinion of Borrower result in, a Material Change. 6.3 Records. It will, and it will cause each of its Restricted ------- Subsidiaries to, keep and maintain proper books of record and account, in which full and accurate entries shall be made of all financial transactions and the assets of the Borrower and each Restricted Subsidiary to the extent necessary to permit preparation of the financial statements required to be delivered hereby. Borrower will permit Lender, and its designated officers, employees, agents and representatives, to have access thereto and to make examination thereof during normal business hours and after reasonable notice, to make audits, and to inspect and otherwise check its properties, real, personal and mixed. 6.4 Financial Information. It will furnish to Lender: --------------------- (a) Within 30 days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, 12 and for the fiscal period to which such statements relate, subject to normal year-end adjustments and the absence of footnotes. (b) Within 90 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared in accordance with GAAP applied on a basis consistent with that of the previous year, by such independent certified public accountants of recognized national standing as may be selected by Borrower and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification. (c) Such other information concerning its affairs as Lender may reasonably request. 6.5 Execution of Other Documents. It will promptly, upon demand by ---------------------------- Lender, execute all such additional agreements, documents and instruments to evidence Borrower's obligations hereunder as Lender may reasonably deem necessary. 6.6 Compliance with Law. It will, and will cause each of its ------------------- Subsidiaries to, comply with the requirements of all applicable laws, rules, regulations, and orders of any governmental or regulatory authority, a breach of which would result in a Material Change, except where contested in good faith by appropriate proceedings diligently pursued. 6.7 Subsidiary Guaranties. It will, upon elimination of any --------------------- restriction excusing the delivery of a Guaranty by a Restricted Subsidiary as a condition precedent to Closing in accordance with Section 4.1(d) above, cause the affected Restricted Subsidiary to promptly execute and delivery to Lender a Guaranty. 6.8 Taxes. Borrower shall file (or caused to be filed) all federal ----- and state tax returns which are required to be filed, and shall pay prior to delinquency all taxes that become due pursuant to said returns or pursuant to any assessment, except as are being contested in good faith by appropriate proceedings and as to which adequate reserves are provided on the books of Borrower in accordance with GAAP. SECTION 7 NEGATIVE COVENANTS OF BORROWER Borrower covenants and agrees that until the full and final payment of all indebtedness incurred hereunder, unless Lender waives compliance in writing; 7.1 Liens. Borrower will not, nor will it permit any Restricted Subsidiary ----- to, issue, incur, guaranty or assume any indebtedness for money borrowed secured by a Lien upon any property or assets of Borrower or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such property, assets, shares of stock or indebtedness are now owned or hereafter acquired) except for: (a) Liens on property existing at the time of acquisition of such property by Borrower or a Restricted Subsidiary, or Liens to secure the payment of all or any part of the purchase price of property upon the acquisition of such property by Borrower or a Restricted Subsidiary or to secure any indebtedness incurred or guaranteed prior to, at the time of, or within 180 days after, the later of the date of acquisition of such property and the date such property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Liens to secure any indebtedness incurred or guaranteed for the purpose of financing the cost to Borrower or a Restricted Subsidiary of improvements to such acquired property; (b) Liens on property of Borrower or a Restricted Subsidiary in favor of the United States of America or any state thereof, or any department, agency or instrumentality of political subdivision of the United States of America or any state thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens; (c) Permitted Liens (d) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Liens referred to in the foregoing subsections (a) through (c), inclusively; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of the incurrence or guarantee thereof and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property). 7.2 Adjusted Consolidated Tangible Net Worth. Borrower shall not permit ---------------------------------------- its Adjusted Consolidated Tangible Net Worth at any time during any fiscal quarter to be less than One Billion Two Hundred Seventy Five Million Dollars ($1,275,000,000.00) plus seventy five percent (75%) of each of the total for all ---- fiscal years during the terms of the Loan, fiscal year's consolidated net income, commencing with the fiscal year beginning January 1, 1998. 14 7.3 Restrictions on Liens. Except for, and as permitted or contemplated --------------------- by, any of the Indentures, the Certificate of Designation or any other agreement to which the Borrower or any of its Restricted Subsidiaries is a party as of the date hereof, including any renewal, extensions or refinancings thereof, Borrower will not, nor will it permit any Restricted Subsidiary to, enter into any agreement of any nature with any Person which agreement contains any provisions which either: (a) prohibits a Lien upon any property or assets of Borrower or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such property, assets, shares of stock or indebtedness are now owned or hereafter acquired), provided that this paragraph (a) shall not apply to Permitted Liens; or (b) prohibits or restricts in any way the ability of Borrower or any Restricted Subsidiary to declare and pay dividends or to otherwise effect transfers of cash or assets to affiliates of such entities. 7.4 Restrictions on Borrowings. Except for, and as permitted or -------------------------- contemplated by, any of the Indentures, the Certificate of Designation or any other agreement to which the Borrower or any of its Restricted Subsidiaries is a party as of the date hereof, including any renewal, extensions or refinancings thereof, absent the prior written consent of Lender, Borrower will not, nor will it permit any Restricted Subsidiary to, enter into any loan, credit agreement, indenture or other form of debt instrument pursuant to which the principal indebtedness would exceed Five Million Dollars (5,000,000.00) or which, if consummated, would result in total outstanding principal indebtedness of Borrower and its Restricted Subsidiaries (exclusive of the Loan) in excess of Ten Million Dollars ($10,000,000.00). SECTION 7A NON-CONTRAVENTION OF INDENTURES AND CERTIFICATE OF DESIGNATION Notwithstanding anything herein to the contrary, the parties hereto agree that (a) neither the Borrower nor any of its subsidiaries shall be obligated to take any action or refrain from taking any action hereunder if the taking of such action or the refraining from taking such action would be contrary to any provision set forth in any of the Indentures or in the Certificate of Designation and (b) neither the Borrower nor any of its Subsidiaries shall be prohibited by the terms hereof from taking any action that it is permitted to take under any of the Indentures or the Certificate of Designation. Any action taken by the Borrower or any of its Subsidiaries which may be restricted hereunder but is otherwise permitted under any of the Indentures or the Certificate of Designation shall not constitute any Unmatured Event of Default or an Event of Default. 15 SECTION 8 EVENTS OF DEFAULT 8.1 Events of Default. If one or more of the following described Events ----------------- of Default shall occur: (a) Borrower shall fail to pay any principal amount due on the Loan when due; (b) Borrower shall fail to pay any interest on the Loan or other amounts due hereunder (other than principal on the Loan) within two Business Days after such payment is due; (c) Subject to Section 7A above, Borrower or any its Restricted Subsidiaries shall fail to perform or observe any of the terms, provisions, covenants, conditions, agreements or obligations contained herein or in any other agreement or instrument contemplated hereby and such failure shall continue for more than thirty days after written notice from Lender of the existence and character of such failure to perform or observe; (d) (i) Borrower, or any of its Restricted Subsidiaries shall become insolvent, or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally as they become due; or (ii) Borrower or any Restricted Subsidiary shall make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its properties or assets; or (iii) Borrower or any Restricted Subsidiary shall file or have filed against it a petition in bankruptcy or seeking reorganization or to effect a plan or other arrangement with creditors or winding up or dissolution and such filing against it shall not be dismissed within 60 days after the date of such filing; or (iv) Borrower or any Restricted Subsidiary shall apply for or consent to the appointment of or consent that an order be made appointing any receiver or trustee shall be appointed for all or a substantial part of its or their properties, assets or business; or (v) an order for relief shall be entered against Borrower or any Restricted Subsidiary under the United States federal bankruptcy laws as now or hereafter in effect; or (vi) Borrower or any Restricted Subsidiary shall take any action indicating its consent to, approval of or acquiescence in, any of the foregoing; or (e) Any final judgment, decrees, writs of execution, attachments or garnishments or any Liens, or any other legal processes shall be issued or levied against any of the assets or property of Borrower or any of its Restricted Subsidiaries (and shall not have been vacated, discharged or stayed for 30 consecutive days) in amounts which in the aggregate would result in a Material Change; provided, however, that 16 such aggregate amount shall include only amounts in excess of (i) insurance coverage therefor and (ii) reserves on the books of Borrower or any of its Restricted Subsidiaries therefore; provided, further, that such aggregate amount shall not include any amounts with respect to matters subject to appeal conducted in good faith and diligently pursued or other further legal process by Borrower or any of its Restricted Subsidiaries or any amounts with respect to any such legal process which Borrower or any of its Restricted Subsidiaries has detached from such property by posting of a bond or equivalent process; or (f) All, or substantially all, of the assets and property of Borrower or any of its Restricted Subsidiaries shall be condemned, seized or otherwise appropriated; or (g) Borrower or any of its Restricted Subsidiaries (i) fails to make any payment (or otherwise satisfy) in respect of any indebtedness for money borrowed when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto; or (ii) any other event or condition shall exist under the agreements or documents relating to such indebtedness which continues beyond the applicable grace or notice period, if any, and the occurrence thereof permits the acceleration of such indebtedness which failure or event of default has not been waived or cured; provided, however, that no Event of Default shall exist hereunder if the total principal amount of the individual obligation which is in default or which may be accelerated does not exceed Ten Million Dollars ($10,000,000.00); then in such event, Lender in its sole discretion and without notice to Borrower, shall have the right to declare the entire principal balance of the Loan immediately due and payable, together with all interest and other amounts due under this Agreement; to make immediate demand for such payment; and to exercise all of its rights and seek all remedies available to it pursuant to this Agreement or provided by law. 8.2 Recovery of Amounts Due. If any amount payable hereunder is not paid ----------------------- as and when due, Borrower hereby authorizes Lender the fullest extent permitted by applicable law, without prior notice, by right of set-off or counterclaim, against any moneys or other assets of Borrower in any currency that may at any time be in the possession of Lender or any of its affiliates to the full extent of all amounts payable to Lender hereunder. 8.3 Rights Cumulative. The rights of Lender provided for herein are ----------------- cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity. 17 SECTION 9 MISCELLANEOUS PROVISIONS 9.1 Amendments and Waivers. No amendment or waiver of any provision of ---------------------- this Agreement, and no consent with respect to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by Lender and Borrower and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 9.2 Notices. All notices, payments, requests, reports, information, ------- demands and other communications which any party hereto may desire, or may be required, to give or make to any other party hereto, shall (unless otherwise permitted as a telephonic notice or request hereunder) be given by mailing the same, postage prepaid, or by telecopier transmission, or by hand delivery or courier, to each party at its address set forth in Exhibit C attached hereto and incorporated herein by reference, or to such other address as may, from time to time, be specified in writing by Borrower or Lender. Such communications shall be deemed to have been duly given and received in the case of a telecopy transmission, when the telecopy transmission is sent, in the case of mail when sent by pre-paid certified or registered mail correctly addressed to the addressee, in the case of hand delivery or courier, when received. Each party hereto shall promptly confirm by telecopy transmission any telephone communication made by it to another pursuant to this Agreement but the absence of such confirmation shall not affect the validity of such communication, which shall be effective upon receipt. If there is any conflict between any telephonic communication and a written confirmation, the written communication shall govern, the recipient of such communication shall be held harmless by all parties hereto with respect to any action taken in reliance on the telephonic communication prior to the time such recipient receives and has had reasonable time to review the subsequent written confirmation and initiate such corrective action as the recipient deems reasonable under the circumstances. 9.3 Waiver. Neither the failure of, nor any delay on the part of, any ------ party hereto in exercising any right, power or privilege hereunder, or under any agreement, contract, indenture, document or instrument mentioned herein, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder, or under any agreement, contract, indenture, document or instrument mentioned herein, preclude other or further exercise thereof or the exercise of any other right, power or privilege; nor shall any waiver of any right, power, privilege or default hereunder, or under any agreement, contract, indenture, document or instrument mentioned herein, constitute a waiver of any other right, power, privilege or default or constitute a waiver of any other default of the same or of any other term or provision. All rights and remedies herein provided are cumulative and not exclusive of any rights or remedies otherwise provided by law. 18 9.4 California Law. The interpretation, enforcement and effect of this -------------- Agreement, the Note and any agreements, contracts, indentures, documents or instruments delivered in accordance herewith, shall be governed and controlled in all respects by and construed according to the substantive laws of the State of California, to the jurisdiction of whose courts the parties hereto hereby agree to submit. 9.5 Headings. The headings set forth herein are solely for the purpose -------- of identification and shall not be construed as a part of the sections or subsections which they head. 9.6 Accounting Terms. All accounting terms not otherwise defined herein ---------------- have the meaning assigned to them in accordance with GAAP, provided, however, any act or condition in accordance herewith and permitted hereunder when taken, created or occurring, shall not become a violation of any section of this Agreement as a result of a subsequent change in GAAP. 9.7 Counterparts. This Agreement may be executed in any number of ------------ counterparts and by the different parties hereto on separate counterparts, and all of said counterparts taken together shall constitute one and the same instrument. 9.8 Singular: Plural. Whenever used herein, the singular number shall ---------------- include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 9.9 Illegality. The illegality or unenforceability of any provision of ---------- this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder. 9.10 Assignments. This Agreement shall bind and inure to the benefit ----------- of the parties hereto and their respective successors and assigns. Lender may assign or transfer all or any part of its rights and obligations hereunder without Borrower's consent. Borrower may not assign or transfer all or any part of its rights and obligations hereunder, except with the prior written consent of Lender. 9.11 Fees and Expenses. Borrower agrees to pay on demand (a) to Lender ----------------- all reasonable costs, expenses and attorneys' fees (including allocated costs for in-house legal services) incurred by Lender in connection with the preparation and administration of this Agreement and any documents including any amendments, waivers, or other modifications and (b) all reasonable costs, expenses and attorneys' fees (including allocated costs for in-house legal services) incurred by Lender in connection with the enforcement of this Agreement and any instrument or agreement required hereunder and in connection with any refinancing or restructuring of the Loan in the nature of a "work-out". 19 9.12 Indemnity. Borrower agrees to indemnify Lender and its directors, --------- officers, agents and employees from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them arising out of or by reason of any investigation by governmental or judicial authorities or being made a party to any litigation or other similar proceeding related to any use made or proposed to be made by Borrower of the proceeds of the Loan including, without limitation, the reasonable fees and disbursements of counsel (including allocated costs for in-house legal services) incurred in connection with any such investigation, litigation or other proceeding. The obligations of Borrower under this Section shall survive the termination of this Agreement. Executed as of the date first hereinabove written. HUGHES NETWORK SYSTEMS, INC. MAGELLAN INTERNATIONAL, INC. (to be renamed "PANAMSAT CORPORATION") By: /s/ Jack A. Shaw By: /s/ Charles H. Noski ---------------------------- ---------------------------------- Printed Name: Jack A. Shaw Printed Name: Charles H. Noski ------------------ ------------------------- Title: Chairman and CEO Title: President ------------------------- ------------------------------- 20 EXHIBIT "A" ----------- PROMISSORY NOTE --------------- $1,725,000,000.00 May 15, 1997 FOR VALUE RECEIVED, MAGELLAN INTERNATIONAL, INC., a Delaware corporation ("Maker") promises to pay to the order of HUGHES NETWORK SYSTEMS, INC., a Delaware corporation ("Lender") at such place as the holder hereof may from time to time designate in writing, the principal sum of One Billion Seven Hundred Twenty-five Million Dollars ($1,725,000,000.00), together with interest as hereinafter provided, in lawful money of the United States, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in the manner hereinafter provided. The principal outstanding under this Note form time to time shall bear interest at the rate specified in that certain Loan Agreement ("Loan Agreement") of even date herewith between Lender and Maker. In the event of any conflict between this Note and the terms of said Loan Agreement, the terms of the Loan Agreement shall control. Interest shall accrue on the outstanding principal balance from the date hereof up to but excluding the date of repayment of this Note. Principal and interest due and owing hereunder shall be paid in accordance with the terms of the Loan Agreement and all payments on this Note shall be applied first to the payment of accrued interest, and then to the payment of principal. On the happening and during the continuance of an Event of Default (as defined in the Loan Agreement), the holder may, at its option, declare immediately due and payable the entire principal balance of this Note, together with all unpaid interest accrued thereon, plus any other sums payable at the time of such declaration pursuant to this Note or the Loan Agreement. The failure to exercise the foregoing option upon the happening of one or more Events of Default shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of payment hereunder which is less than payment in full of all amounts due and payable at the time of such payments, and shall not constitute a waiver of the right to exercise the foregoing option at that time or at any subsequent time or nullify any prior consent of the holder hereof, except as and to the extent otherwise provided by law. Upon the occurrence and during the continuance of an Event of a Default, the holder hereof may exercise any and all rights and remedies available under contract or applicable law. All agreements between the undersigned and the holder hereof, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no event, whether by reason of demand or acceleration of the maturity hereof or otherwise, shall the interest contracted for, charged, received, paid or agreed to be paid to the holder hereof exceed the maximum -1- contractual rate permitted under applicable law; and if from any circumstance the holder hereof shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal hereof and if said amount exceeds the unpaid balance of principal hereof, such excess shall be refunded to the undersigned. All interest paid or agreed to be paid to the holder hereof shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned and the holder hereof. The undersigned waives diligence, presentment, protest and demand and also notice of protest, demand, dishonor, acceleration, intent to accelerate, and nonpayment of this Note, all without in any way affecting the liability of the undersigned and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment hereof, made by agreement by the holder hereof with any person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement. If this Note is not paid when due, whether at maturity or by acceleration, or if it is collected through a bankruptcy, probate, or other court, whether before or after maturity, Maker agrees to pay all costs of collection, including, but not limited to, reasonable attorney's fees, incurred by the holder hereof. This Note shall be governed by and construed in accordance with the laws of the State of New York. MAGELLAN INTERNATIONAL, INC. By: /s/ Kenneth N. Heintz ------------------------------------ Printed Name: Kenneth N. Heintz -------------------------- Title: Treasurer --------------------------------- -2- EXHIBIT "B" ----------- GUARANTY -------- THE UNDERSIGNED, FOR VALUE RECEIVED, unconditionally and absolutely guarantees to HUGHES NETWORK SYSTEMS, INC. (hereinafter called "Lender"), and to the Lender's successors and assigns, as a primary obligation, the prompt and complete payment and performance when due, whether by stated maturity, demand, acceleration or otherwise, of all obligations to the Lender of MAGELLAN INTERNATIONAL, INC., a Delaware corporation, and also of any debtor-in- possession or trustee in bankruptcy which succeeds to the interests of said party or persons (jointly and severally hereinafter called "Borrower"), pursuant to a promissory note or notes made or to be made pursuant to that certain Loan Agreement (hereafter called "Loan Agreement") between Lender and Borrower, said note or notes being in the total principal amount of up to One Billion Seven Hundred Twenty Five Million Dollars ($1,725,000,000.00), all of which is hereinafter collectively called the "Indebtedness." The undersigned waives notice of acceptance of this Guaranty and presentment, demand, protest, notice of protest, dishonor, notice of dishonor, notice of default and diligence in collecting any Indebtedness, and agrees that the Lender may modify the terms of borrowing, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any part or all of any Indebtedness, or permit the Borrower to incur additional Indebtedness, all without notice to the undersigned and without affecting in any manner the unconditional obligation of the undersigned under this Guaranty. The undersigned further waives any and all other notices to which the undersigned might otherwise be entitled. The undersigned acknowledges and agrees that the liabilities created by this Guaranty are direct and are not conditioned upon pursuit by the Lender of any remedy the Lender may have against the Borrower or any other person or any security. No invalidity, irregularity or unenforceability of any part or all of the Indebtedness or any documents evidencing the same, by reason of any bankruptcy, insolvency or other law or order of any kind or for any other reason, and no defense or setoff available at any time to the Borrower, shall impair, affect or be a defense or setoff to the obligations of the undersigned under this Guaranty. The undersigned agrees that no security now or hereafter held by the Lender for the payment of any Indebtedness, whether from the Borrower, any guarantor, or otherwise, and whether in the nature of a security interest, pledge, lien, assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise, shall affect in any manner the unconditional obligation of the undersigned under this Guaranty, and the Lender, in its sole discretion, without notice to the undersigned, may release, exchange, enforce and otherwise deal with any such security without affecting in any manner the unconditional obligation of the undersigned under this Guaranty. The undersigned acknowledges and agrees that the Lender has no obligation to acquire or perfect any lien on or security interest in any asset or assets, whether realty or personalty, to secure payment of the Indebtedness, and the undersigned is not relying upon assets in which the Lender has or may have a lien or security interest for payment of the Indebtedness. Until the Indebtedness is irrevocably paid in full, the undersigned hereby waives any and all rights to be subrogated to the position of the Lender or to have the benefit of any lien, security interest or other guaranty now or hereafter held by the Lender for the Indebtedness or to enforce any remedy which the Lender now has or hereafter may have against the Borrower or any other person. Until the Indebtedness is irrevocably paid in full, the undersigned shall have no right of reimbursement, indemnity, contribution or other right of recourse to or with respect to the Borrower. The Lender shall have no duty to enforce or protect any rights which the undersigned may have against the Borrower, and the undersigned assumes full responsibility for enforcing and protecting any such rights. If after receipt of any payment of all or any part of the Indebtedness, the Lender is for any reason compelled to surrender such payment to any person or entity because such payment is determined to be void or voidable as a preference, impermissible setoff, or diversion of trust funds or for any other reason, then to the extent of that payment, the Indebtedness shall be revived and the obligations under this Guaranty shall be continued in effect without reduction or discharge for that payment, and this Guaranty shall continue in full force notwithstanding any contrary action which may have been taken by the Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lender's rights under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The undersigned waives any right to require the Lender to: (a) proceed against any person, including the Borrower; (b) proceed against or exhaust any security held from the Borrower or any other person; (c) pursue any other remedy in the Lender's power; or (d) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of Indebtedness held by the Lender as security, in connection with any other obligations or evidences of Indebtedness which constitutes in whole or in part the Indebtedness guaranteed hereunder, or in connection with the creation of new or additional Indebtedness. The undersigned authorizes the Lender, either before or after termination hereof, without notice to or demand on the undersigned and without affecting the undersigned's liability hereunder, from time to time to: (a) apply any security and direct the order or manner of sale thereof, as the Lender in its discretion may determine; (b) release or substitute any one or more of the endorsers or any other guarantors of the Indebtedness; and (c) apply payments received by the Lender from the Borrower to any Indebtedness of the Borrower to the Lender, in such order as the Lender shall determine in its sole discretion, whether or not any such Indebtedness is covered by this Guaranty, and the undersigned hereby waives any provision of law regarding application of payments which specifies otherwise. The Lender may, without notice, assign this Guaranty in whole or in part. The undersigned waives any defense based upon or arising by reason of (a) any disability or other defense of the Borrower or any other person; (b) the cessation or limitation from any cause whatsoever, other than final and irrevocable payment in full, of the -2- Indebtedness; (c) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of the Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of the Borrower; (d) the application by the Borrower of the proceeds of any Indebtedness for purposes other than the purposes represented by the Borrower to the Lender or intended or understood by the Lender or the undersigned; (e) any act or omission by the Lender which directly or indirectly results in or aids in the discharge of the Borrower or any Indebtedness by operation of law or otherwise; or (f) any modification of the Indebtedness, in any form whatsoever, including any modification made after effective termination, and including without limitation the renewal, extension, acceleration or other change in time for payment of the Indebtedness, or other change in the terms of the Indebtedness or any part thereof, including increase or decrease of the rate of interest thereon. The total obligation under this Guaranty shall be One Billion Seven Hundred Twenty Five Million Dollars ($1,725,000,000.00) plus all interest thereon and all costs and expenses of any kind, including but not limited to reasonable attorney fees, incurred by the Lender at any time for any reason in enforcing any of the duties and obligations of the undersigned under this Guaranty or otherwise incurred by the Lender in any way connected with this Guaranty, the Indebtedness. All such costs and expenses shall be payable immediately by the undersigned when incurred by the Lender, without demand, and until paid shall bear interest at the hightest per annum rate applicable to any of the Indebtedness, but not in excess of the maximum rate permitted by law. Any reference in this Guaranty to attorney fees shall be deemed a reference to fees, charges, costs and expenses of both in-house and outside counsel, whether or not a suit or action is instituted, and to court costs if a suite or action is instituted, and whether such attorney fees or court costs are incurred at the trial court level, on appeal, in a bankruptcy or probate proceeding or otherwise. The undersigned unconditionally and irrevocably waives each and every defense and setoff of any nature which, under principles of guaranty or otherwise, would operate to impair or diminish in any way the obligation of the undersigned under this Guaranty, and acknowledges that as of the date hereof no such defense or setoff exits. The undersigned warrants and agrees that each of the waivers set forth above are made with the undersigned's full knowledge of its significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of said waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the extent permitted by law. This Guaranty constitutes the entire agreement of the undersigned and the Lender with respect to the subject matter hereof. No waiver, consent, modification or change of the terms of this Guaranty shall bind the undersigned or the Lender unless in writing and signed by the waiving party or an authorized officer of the waiving party, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. This Guaranty shall inure to the benefit of the Lender and its successors and -3- assigns. This Guaranty shall be binding on the undersigned and the undersigned's heirs, legal representatives, successors and assigns including, without limiting the generality of the foregoing, any debtor-in-possession or trustee in bankruptcy for the undersigned. The undersigned has entered into this Guaranty in good faith for the purpose of inducing the Lender to extend credit or make other financial accommodations to the Borrower, and the undersigned acknowledges that the terms hereof are reasonable. If any provision of this Guaranty is unenforceable in whole or in part for any reason, the remaining provisions shall continue to be effective. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. As used herein, the singular shall be deemed to include plural, and vice ---- versa, as the context requires. - ----- IN WITNESS WHEREOF the undersigned has signed this Guaranty on May 16, 1997. HUGHES COMMUNICATIONS SERVICES, INC. By: /s/ Jerald F. Farrell --------------------------------- Printed Name: Jerald F. Farrell ----------------------- Title: President ------------------------------ -4- EX-5 4 AMENDED AND RESTATED STOCKHOLDER AGREEMENT EXHIBIT 5 AMENDED AND RESTATED STOCKHOLDER AGREEMENT This AMENDED AND RESTATED STOCKHOLDER AGREEMENT (this "Agreement"), --------- dated as of May 16, 1997, is entered into by and among MAGELLAN INTERNATIONAL, INC., a Delaware corporation ("Holding Company" or the "Company"), HUGHES --------------- ------- COMMUNICATIONS, INC., a California corporation ("HCI"), the Class A Holders listed on the signature page hereof (the "Class A Holders"), and SATELLITE --------------- COMPANY, L.L.C., a Nevada limited liability company ("S Company"). --------- RECITALS A. Pursuant to that certain Agreement and Plan of Reorganization by and among Panamsat Corporation, HCI and Hughes Communications Galaxy, Inc. and certain other subsidiaries of HCI (as such agreement may be hereafter amended from time to time, the "Reorganization Agreement"), HCI has organized Holding ------------------------ Company to acquire the Galaxy Business (as defined in the Reorganization Agreement) and cause a subsidiary of Holding Company to merge with and into Panamsat Corporation in each case upon the terms and conditions set forth in the Reorganization Agreement. B. Pursuant to that certain Stock Contribution and Exchange Agreement by and among HCI, Hughes Communications Galaxy, Inc., S Company and Grupo Televisa, S.A. (as such agreement may be hereafter amended from time to time, the "Univisa Contribution Agreement"), HCI and Hughes Communications Galaxy, ------------------------------ Inc. have agreed to cause Holding Company to acquire from S Company all of the outstanding shares of capital stock of Univisa, Inc., a Delaware corporation which indirectly owns all of the shares of Class B Common Stock, par value $.01 per share, of Panamsat Corporation. C. Pursuant to the Reorganization Agreement and the Univisa Contribution Agreement, Panamsat Corporation will become a subsidiary of Holding Company and Holding Company will acquire the Galaxy Business, and HCI, the Class A Holders and S Company will become stockholders of Holding Company. D. The parties desire to enter into this Agreement to regulate certain aspects of their relationships with regard to each other and Holding Company. 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 hereto, intending to be legally bound thereby, agree as follows: 1. Certain Defined Terms. Capitalized terms used and not defined --------------------- herein have the respective meanings ascribed to them in the Reorganization Agreement. For purposes of this Agreement: "Affiliate" means with respect to any person or entity (i) any other --------- person or entity directly or indirectly controlling or controlled by or under direct or indirect common control with that person or entity, (ii) any spouse, immediate family member or other relative who has the same principal residence of any person (in the case of an individual), (iii) any trust in which any person or entity has a beneficial interest and (iv) any corporation or other organization of which any such persons or entities described in clause (i) or (ii) above collectively own more than 50% of the equity of such entity. "Closed Periods" means the total of (a) the number of days prior to -------------- Closing during which PanAmSat Corporation Common Stock could not be sold as a result of notices given by HCI pursuant to the last sentence of Section 3(a) of the Principal Stockholders Agreement, and (b) any Delay Periods, Hold Back Periods or Interruption Periods (each as defined in the Registration Rights Agreement) which occur after the Commencement Date (as defined in Section 2(b)(i)) and result in a delay or suspension of a Demand Registration or a Piggyback Registration (as defined in the Registration Rights Agreement) by the Minority Stockholders or their Permitted Transferees. "Ending Date" means the date when restrictions on the ability of HCI ----------- and its Affiliates to sell or transfer Shares under Section 2(b) end. That date shall be the earliest of (a) a Termination Event or (b) twelve (12) months after the Commencement Date plus Closed Periods, if any. "Exempt Transfer" means any transfer of Shares by HCI or its --------------- Affiliates to any of its or their Affiliates (other than the Company or any of its Subsidiaries). "Holding Company Common Stock" means the common stock, $.01 par value, ---------------------------- of Holding Company. "HCI Sale" means any sale, exchange or other disposition by HCI or its -------- Affiliates of Shares, other than an Exempt Transfer or a sale of Shares pursuant to a registration statement under the Securities Act, which at the time of determination represent more than 5% of the outstanding Holding Company Common Stock. "HCI Sale" shall not include, in the case of Holding Company or any of its Subsidiaries, any sale of Holding Company Common Stock. Nothing in this Agreement shall limit any rights the Stockholders may have to participate in any such offering under the Registration Rights Agreements, nor shall the definition "HCI Sale" limit the restrictions contained in Section 2(b) in any way. "HCI Total Sale" means, as of any date of determination, the sale, -------------- exchange or other disposition by HCI and each of its Affiliates other than in an Exempt Transfer of 100% of their Shares. "Low Ownership Event" means, as of any date of determination, any ------------------- sale, exchange or other disposition of Shares by the Minority Stockholders which causes the Minority Stockholders to beneficially own, in the aggregate, less than the Requisite Level. "Minority Stockholders" means, each of the Class A Holders, S Company --------------------- and their respective Permitted Transferees, which collectively shall be the "Minority Stockholders". - ---------------------- 2 "Permitted Transfers" means a sale, transfer or assignment or other ------------------- disposition to a Permitted Transferee. "Permitted Transferees" means, as to HCI, any transferee in an Exempt --------------------- Transfer or any Permitted Transferee; as to S Company, Grupo Televisa, S.A., any controlled Affiliate of Grupo Televisa, S.A., or any Permitted Transferee; as to the Class A Holders, (A) any other Class A Holder, (B) any person who is the spouse or former spouse of, or any lineal descendent of, or any spouse of such lineal descendant of, or the grandparent, parent, brother or sister of, or spouse of such brother or sister of, a Class A Holder or Permitted Transferee of such person; (C) upon the death of any Class A Holder or any Permitted Transferee of such person, the executors of the estate of such Class A Holder or Permitted Transferee, any of such Class A Holder's or such Permitted Transferee's heirs, testamentary trustees, devisees, or legatees; (D) any trust principally for the benefit of one or more of the foregoing Class A Holders or Permitted Transferees; (E) upon the disability of any Class A Holder or Permitted Transferee, any guardian or conservator of such Class A Holder or Permitted Transferee; or (F) any corporation, partnership or other entity if all of the beneficial ownership is held by Class A Holders or any Permitted Transferees; and as to any Stockholders, any person to whom a transfer may be made pursuant to the provisions of Section 8(e); provided that in each of the foregoing cases such transferee assumes and agrees to perform and becomes a party to this Agreement. "Registration Rights Agreement" means the agreement of that name of ----------------------------- even date among the parties. "Requisite Level" means 5% or more of the number of shares of Holding --------------- Company Common Stock outstanding immediately after the consummation of the transactions contemplated by the Reorganization Agreement and the Univisa Contribution Agreement and prior to any further issuances for refinancing or other purposes, as such total number is adjusted to reflect stock splits, combinations, stock dividends, recapitalizations, reclassifications, and similar transactions. "Shares" means the shares of Holding Company Common Stock owned by the ------ Stockholders at the time of determination. "Stockholders" means, collectively, HCI, and its Affiliates who ------------- own Shares, the Class A Holders, S Company, and their respective Permitted Transferees, each of which shall individually be a "Stockholder". ----------- "Termination Event" means a Low Ownership Event or an HCI Total Sale. ----------------- 3 2. Certain Restrictions on the Purchase and Sale of Shares. ------------------------------------------------------- (a) Take-Along Right. HCI on behalf of itself and its Affiliates ---------------- hereby agrees: (i) With respect to any proposed HCI Sale, each Minority Stockholder (each a "Take-Along Stockholder"), shall have the right (the "Take-Along Right") ---------------------- ---------------- to join in such sale and to sell a number of whole Shares equal to the number derived by multiplying the total number of Shares proposed to be transferred by a fraction, the numerator of which is the total number of Shares owned by such Take-Along Stockholder and the denominator of which is the total number of Shares owned by HCI and its Affiliates and all Take-Along Stockholders proposing to so join. (ii) Any Shares purchased from Take-Along Stockholders pursuant to this Section 2(a) shall be paid for at the same price per Share and (to the extent applicable) upon the same terms and conditions as such proposed transfer by HCI and its Affiliates. (iii) HCI shall (on its own behalf and on behalf of any of its Affiliates effecting an HCI Sale), not less than 30 days prior to such proposed HCI Sale, notify each Take-Along Stockholder in writing of such HCI Sale (the "Sale Notice"). Such notice shall: (A) state the number of Shares proposed to - ------------ be transferred, (B) identify the proposed purchaser(s), (C) state the proposed amount and form of consideration and terms and conditions of payment, and (D) confirm that each proposed purchaser has been informed of the Take-Along Right provided for in this Section 2(a) and has agreed to purchase Shares in accordance with the terms thereof. (iv) The Take-Along Right may be exercised by any Take-Along Stockholder by delivery of a written notice to HCI proposing to sell Shares (the "Take-Along Notice") within 30 days following the Sale Notice, which Take-Along ----------------- Notice shall state the amount of Shares that such Take-Along Stockholder proposes to include in such transfer. If no Take-Along Notice is received during such 30-day period, HCI and its Affiliates shall have the right, for a 30-day period after the expiration of such 30-day period, to transfer the Shares specified in the Sale Notice on terms and conditions no more favorable than those stated in such notice. (v) In the event that a purchaser refuses to purchase Shares from the Take-Along Stockholders on the same terms and conditions as specified in the Sale Notice, then HCI and its Affiliates shall not sell any Shares to that purchaser in the HCI Sale. (b) Certain Sale Restrictions. ------------------------- (i) Neither HCI nor its Affiliates may, directly or indirectly, issue, sell, exchange or otherwise dispose of, or offer or agree, directly or indirectly, to issue, sell, exchange or otherwise dispose (including through purchase by the Company or any of its Affiliates) of Shares or common equity of the Company or any of its Subsidiaries, or any interest therein, or securities convertible into or exercisable or exchangeable for Shares or such common equity interests, or offer or enter into any contract, option or other arrangement or understanding 4 to effect any such transactions, during the period (A) beginning on the Closing and (B) ending on the Ending Date, provided, however, that restrictions on sales by the Company shall not commence (the "Commencement Date") until the earlier of ----------------- (x) the first anniversary of the Closing (eighteen months following the Closing in the event the Minority Stockholders or their Affiliates sell more than five million Panamsat Shares (other than to Permitted Transferees) between the date of the Reorganization Agreement and the Closing) and (y) the date the Company shall notify the Minority Stockholders that it has completed the refinancing of up to $1.725 billion of indebtedness incurred by the Company in connection with the transactions contemplated by the Reorganization Agreement and the Univisa Contribution Agreement (it being agreed that the exemption from the restriction on sales by the Company pursuant to this clause shall only apply to sales, the net proceeds of which are entirely used to refinance such indebtedness); and provided further that the foregoing restrictions shall not apply to reasonable issuances by the Company for employee plans, in acquisitions from non- Affiliates, pursuant to a dividend reinvestment plan, or upon exercise or conversion of previously issued options, warrants or convertible securities. (ii) Each of the Minority Stockholders agrees severally and not jointly and solely with respect to itself and the Shares owned beneficially or of record by it, not to offer, sell or transfer the Shares, or any interest therein, or securities convertible into Shares, or offer or enter into any contract, option or other arrangement or understanding to effect any sale or transfer of Shares or interests therein or securities convertible into or exercisable or exchangeable for Shares, to any person that is not a Permitted Transferee, after the Closing and prior to the Commencement Date. Notwithstanding the foregoing, Minority Stockholders may offer and sell or transfer Shares, or interests therein, or securities convertible into or exercisable or exchangeable for Shares, to persons other than Permitted Transferees in private transactions with the consent of HCI, which consent will be granted if, in HCI's reasonable judgment, such transfer will not materially and adversely affect Holding Company's financing plans or on the price of or demand for Holding Company Common Stock, and the purchaser provides assurances satisfactory to HCI that it will not prior to the Commencement Date sell any of such Shares at a time or with an effect which may materially and adversely affect such financing plans of Holding Company or the price of or demand for Holding Company Common Stock. Further notwithstanding the foregoing, the Minority Stockholders may pledge their Shares as collateral for a bona fide loan, provided that the lender, on terms reasonably acceptable to HCI and the Company, agrees that upon liquidation of such collateral the lender or any transferee will assume and agree to perform this Agreement or, if requested by HCI or the Company, waive all rights under this Agreement. (c) Standstill Right. HCI agrees that HCI and its Affiliates shall ---------------- not acquire or come to hold beneficially or otherwise, whether by purchase, exchange or otherwise, more than 81% of the outstanding common equity interests in Holding Company, except (i) pursuant to a merger which is approved by the holders of a majority of the shares of Holding Company Common Stock not owned by HCI and its Affiliates, (ii) pursuant to a tender offer recommended by a majority of the Disinterested Directors of the Holding Company and second-step merger which offers the same per share consideration to all holders of Holding Company Common Stock and in which more than half the outstanding Holding Company Common Stock not owned by HCI and its Affiliates at the inception of the transaction is either tendered or voted in favor of the transaction, and (iii) except pursuant to such other transaction as shall provide 5 for parity of treatment of holders of Holding Company Common Stock and is approved by the holders of a majority of the shares of Holding Company Common Stock not owned by HCI and its Affiliates and by a majority of the Disinterested Directors of Holding Company. 3. Governance and Business Operations. ---------------------------------- (a) Board of Directors. The Stockholders, on behalf of themselves and ------------------ their Affiliates and Permitted Transferees, hereby agree to take all necessary action (including, without limitation, voting the Common Stock of the Company beneficially owned by them, calling special meetings of stockholders of the Company and executing and delivering written consents) such that the Board of Directors of the Company shall consist of ten (10) members designated as herein provided. HCI shall designate all members of the Board of Directors not designated by the Minority Stockholders. For so long as Mr. Frederick A. Landman is Chief Executive Office of the Company, he shall be one of HCI's designees. The Minority Stockholders shall be entitled to initially designate two (2) directors of the Company, one (1) of whom may be designated by the Class A Holders and one (1) of whom may be designated by S Company. For so long as the Class A Holders and their Permitted Transferees, as a group (the "A Group"), ------- beneficially own a number of Shares which is greater than the number of shares comprising 4% of the outstanding Common Stock of the Company immediately after the consummation of the transactions contemplated by the Reorganization Agreement and the Univisa Contribution Agreement and prior to any further issuances for refinancing or other purposes (as such Shares may be adjusted to reflect stock splits, combinations, stock dividends, recapitalizations, reclassifications, and similar transactions, the "Director Minimum Shares"), at ------------------------ each subsequent meeting of stockholders of the Company (or action by consent in lieu thereof), the A Group shall be entitled to designate one director, to be selected by a majority vote of the Shares beneficially owned by the A Group. For so long as S Company and its Permitted Transferees, as a group (the "B Group"), ------- beneficially own a number of Shares greater than the Director Minimum Shares, at each subsequent meeting of stockholders of the Company (or action by consent in lieu thereof), the B Group shall be entitled to designate one director, to be selected by a majority vote of the Shares beneficially owned by the B Group. Any vacancy of an available A Group or B Group director position will be filled promptly without holding a meeting of stockholder's of the Company at the request of the A Group or B Group, as applicable, with their designee; provided that the A Group or B Group, as applicable, shall beneficially own a number of shares greater than the Director Minimum Shares at the time of filling such vacancy. (b) Transactions with Affiliates. HCI and its Affiliates (other than ---------------------------- the Company and its Subsidiaries) shall not propose or approve any loan, advance or guarantee to, from, or for the benefit of, or sell, lease, transfer or otherwise dispose of any of their properties or assets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any contract, agreement or understanding with, Holding Company or any Subsidiary of Holding Company, except on terms that are no less favorable to Holding Company or such Subsidiary than those (including, without limitation, prices) ordinarily entered into in comparable transactions by HCI or the relevant Affiliate on an arms' length basis with an unrelated party. All material transactions (and all other transactions which the Chief Executive Officer of the Holding Company may designate) between HCI and its Affiliates on the one hand, and Holding Company or its Subsidiaries on the other, shall be reviewed by a committee comprised of 6 Disinterested Directors, and approval of such transactions by such committee shall be conclusive evidence of compliance with the provisions of this Section 3(b). Upon such approval, unless required by such directors after due consideration, Holding Company or such Subsidiaries may enter into and perform the approved transactions with HCI and its Affiliates without competitive bidding or other special procedures. (c) HE Covenant Not to Compete. HCI agrees: -------------------------- (i) Until the fifth anniversary after the Closing Date, HE and any entity owned 50% or more by HE (excluding Holding Company and its Subsidiaries) (the "Committing Companies") shall not compete with Holding Company or any of -------------------- its Subsidiaries after the Closing in the "Galaxy Business" (as defined below) in any geographic area except as allowed under subsection (iii) below. (ii) As used herein, the "Galaxy Business" shall mean: (A) the sale --------------- or lease of, or the provision of satellite services via, transponder capacity on satellites operating in geostationary earth orbit in the C-band, Ka-band and Ku- band frequencies for the transmission of video, audio and data signals; and (B) the provision of telemetry, tracking and control services for such satellites and for other satellites operating in geostationary earth orbit in the C-band, Ka-band, Ku-band, L-band and UHF-band frequencies or other frequency bands that may be utilized in the future; but in each case excluding the sale or lease of transponder capacity and telemetry, tracking and control services provided on or for any satellite that has both (x) multiple (six or more) receive and transmit beams and (y) an on-board satellite payload processor which can switch uplink signals in one beam to a downlink signal in one of multiple beams. (iii) The Committing Companies shall not be restricted from conducting any business that falls within the following categories (the "Exclusivity ----------- Exceptions"): - ----------- (A) All aspects of the direct-to-home satellite business, whether done through Galaxy Latin America, DIRECTV International, Inc., DIRECTV USA or any other entity owned 50% or more by HE including, but not limited to, (x) the provision of services directly to consumers via satellite; (y) the sale or lease of transponders or channels therein to third parties engaging in the direct-to- home satellite business in which any of the Committed Companies is involved (whether by ownership of an interest in a satellite or any part of the capacity thereof or in any related or associated business), whether in the FSS or BSS bands; and (z) the provision of programming to cable head ends, which in each of cases (y) and (z) is ancillary to any direct-to-home satellite business in which the Committing Companies have an interest; provided that if there is excess capacity available on a satellite used primarily in the direct-to-home satellite business, the sale or lease of such excess capacity shall not be precluded by the foregoing restriction; (B) All aspects of value added services, i.e., the sale of business services which include the provision of transponder capacity that is ancillary to the provision of such services by the Committing Companies including, but not limited to, shared hub VSAT business or DIRECPC or distance learning or any similar type of services that may now or in the future be provided or developed by HE or any of its Affiliates (other than Holding Company and its Subsidiaries); 7 (C) All aspects of the business of providing satellite or transponder capacity or portions thereof of any type or kind to the United States government, or any department or agency thereof; (D) The provision by the Committing Companies of project financing, or the acceptance by any of them of a minority equity position in any other satellite operating or service company, as part of a satellite sale; (E) All aspects of the business of manufacturing and selling or leasing satellites in their entirety, other than the sale or lease of individual transponders or portions thereof (except with respect to such sale or lease of transponders as otherwise provided for in this Section (iii)); and (F) As part of the acquisition of a third party where the competing business is not a substantial part of such acquired business provided that such competing business shall be disposed of in a commercially reasonable manner as soon as commercially reasonable after such acquisition. (iv) The parties acknowledge that the Galaxy Business does not include, and the Committing Companies are retaining, the following: all aspects of the business of providing mobile satellite services and all aspects of the satellite-based business commonly referred to by HE as the "Spaceway" business. (d) Holding Company's Covenant Not to Compete. Holding Company and ----------------------------------------- its controlled Affiliates shall not engage in any aspect of the direct broadcast satellite business other than through the sale or lease of transponders or channels therein or the provision of transponder services and the provision of other value added services ancillary thereto to third parties engaged in the direct broadcast satellite business, provided that Holding Company and its Subsidiaries shall not be precluded from providing project financing to such third parties or the acceptance of a minority equity position in a third party in connection with the sale or lease of transponders or channels therein or the provision of transponder services. For so long as Grupo Televisa, S.A. and its controlled Affiliates own any Holding Company Common Stock, neither Holding Company nor any of its controlled Affiliates will own an equity interest in a direct-to-home enterprise offering predominantly Spanish language programming in the Americas or the Iberian Peninsula. (e) First Offer Rights. In the event that Holding Company determines ------------------ to launch a satellite with the following frequencies: Ku BSS frequencies (11.7 - - 12.5 Ghz in Region 1, 12.2 - 12.7 Ghz in Region 2 and 11.7 - 12.2 Ghz in Region 3) (the "BSS Band") into any of the following orbital slots as such -------- orbital slots may be modified in the FCC authorization process, the ITU registration process, or in the course of frequency coordination with other systems: East Longitude: 36 degrees, 40 degrees, 48 degrees, 54 degrees, 101 degrees, 124.5 degrees, 132 degrees, 149 degrees, 164 degrees and 173 degrees; and West Longitude: 49 degree and 67 degree (the "BSS Satellites"), the Company -------------- shall give HE or its designated Subsidiaries (referred to herein as the "HE Designee") notice of such determination and the HE Designee shall have the opportunity (the "First Opportunity") to enter into a full life service ----------------- agreement with respect to some or all, but not less than half of the available capacity in the BSS Band on the applicable BSS Satellite, of the BSS transponders (the "BSS Transponders") ---------------- 8 on the first BSS Satellite that the Company intends to place into each such slot on terms and conditions to be negotiated in good faith and consistent with normal business practice. The negotiation period with respect to capacity on each such BSS Satellite shall be for three months (the "Negotiation Period"). ------------------ The Negotiation Period may be initiated by either party on notice to the other at any time within the time period set forth below. Applied separately to each BSS Satellite, the Negotiation Period shall begin on the date on which the Company notifies the HE Designee of a firm commitment to construct a BSS Satellite; and shall commence not more than thirty months prior to the proposed launch of the BSS Satellite and end not later than fifteen (15) months prior to the date that the BSS Satellite is scheduled to be launched. If negotiations are not initiated by either party by such date or successfully concluded with a binding service agreement within the Negotiation Period, unless HE has given Company a final offer (as defined below), neither party shall have any further obligation pursuant to this Section 3(e), with respect to the BSS Satellite in question. The conclusion or failure to conclude such an agreement as to one orbital slot shall not, however, affect the parties' rights and obligations hereunder as to the remaining BSS Satellites for other orbital slots referenced in this Section, if still extant. At any time prior to the end of the applicable negotiation period specified above, HE shall have the right to make to the Company HE's "best and final offer" (a "Final Offer") of the price at which it is willing to enter into ----------- an end of life service agreement for a stated number of BSS Transponders on the BSS Satellite, which must be on terms and conditions that are otherwise acceptable to the Company. If HE makes the Final Offer, for as long as it is held open (i.e., that it may be accepted by the Company without HE's subsequent right to withdraw it), the Company will not, without first offering HE the opportunity to do so, enter into a purchase or long term transponder service agreement for the same number or fewer BSS Band transponders than proposed by HE at a lower price per BSS Transponder (which, for the purposes of comparison, will be calculated on a net present value basis as determined by the Company, but notified to HE so that HE may make an adjustment in its offer to reflect this net present value) than the price stated in the Final Offer. The Company may condition its offer to HE on HE's acceptance of such other price, quantity, length of term and other terms and conditions that the Company would offer a third party at the time (the "Revised Offer"). HE shall have ten (10) days to accept the Company's Revised - -------------- Offer or it shall be deemed to have been rejected. For the avoidance of doubt, the previous sentence shall not apply to the Company's acceptance of the Final Offer, as to which no further acceptance or rejection by HE is required or permitted. The Company shall also notify HE at such time as the Company lowers its price for long term transponder agreements on the applicable BSS satellite for the number of transponders and for the service terms which had been included in the Final Offer, which notice shall be given not fewer than ten (10) business days before the reduced price is offered to any third party, during which period HE will have the right to accept such revised offer. As used in this Section 3(e), "Company" or "Holding Company" includes its Subsidiaries or any of them. 4. Representations and Warranties of Minority Stockholders. Each ------------------------------------------------------- Minority Stockholder hereby severally and not jointly (and solely with respect to itself and the Shares owned of record or beneficially by such Stockholder) represents and warrants to HCI and the Company as follows: 9 (a) Ownership of Shares. Such Minority Stockholder is the record and ------------------- beneficial owner of the Shares set forth on Exhibit A hereto, and such shares constitute all of the Shares owned of record or beneficially by such Minority Stockholder. With respect to the number of shares set forth opposite such Minority Stockholder's name on Exhibit A hereto, and with the exceptions noted thereon, such Minority Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2 and 3 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Due Authorization. Such Minority Stockholder is, as applicable, ----------------- duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite capacity, power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery by such Minority Stockholder of this Agreement and the performance by such Minority Stockholder of its obligations hereunder have been duly and validly authorized by such Minority Stockholder and no other proceedings on the part of such Minority Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Minority Stockholder and constitutes a valid and binding agreement enforceable against such Stockholder in accordance with its terms except to the extent (i) such enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) No Conflicts. Except for filings, authorizations, consents and ------------ approvals as contemplated by the Reorganization Agreement or the Univisa Contribution Agreement and necessary for the consummation of the transactions contemplated thereby which have been obtained, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by such Minority Stockholder and the consummation by such Minority Stockholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by such Minority Stockholder, the consummation by such Minority Stockholder of the transactions contemplated hereby or compliance by such Minority Stockholder with any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents of such Minority Stockholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Minority Stockholder is a party or by which such Minority Stockholder or any of its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to such Minority Stockholder or any of its properties or assets. 10 5. Representations and Warranties of HCI. The Company and HCI ------------------------------------- jointly and severally represent and warrant to each Minority Stockholder as follows: (a) Organization. Each such corporation is a corporation duly ------------ organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power or other power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery by such corporation of this Agreement and the performance by such corporation of its obligations hereunder have been duly and validly authorized by all necessary corporate action of such corporation. (b) Agreement. This Agreement has been duly and validly executed and --------- delivered by such corporation and constitutes a valid and binding agreement of such corporation enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (c) No Conflicts. Except for filings, authorizations, consents, and ------------ approvals as contemplated by the Reorganization Agreement or the Univisa Contribution Agreement and necessary for the consummation of the transactions contemplated thereby which have been obtained, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by such corporation and the consummation by such corporation of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by such corporation, the consummation by such corporation of the transaction contemplated hereby or compliance by such corporation with any of the provisions hereof shall (A) conflict with or result in any breach of the charter or bylaws of such corporation, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third-party right of termination, cancellation, material modifications or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such corporation is a party or by which such corporation of its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to such corporation or its properties or assets. 6. Legend. ------ (a) Each Stockholder severally and not jointly agrees that it will not request Holding Company to register the transfer (by book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement. (b) Each Stockholder severally and not jointly agrees that it shall promptly after the date hereof surrender to Holding Company all certificates representing the Shares held by such Stockholder, and Holding Company shall place the following legend on such 11 certificates, which legend shall remain on such certificates until the sale of such Shares to a person who is not a Stockholder or the termination of this Agreement, whichever is earlier: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT, DATED AS OF MAY 16, 1997 BETWEEN STOCKHOLDERS AND THE COMPANY. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND VOTING. A COPY OF SUCH AGREEMENT IS AVAILABLE AT THE PRINCIPAL OFFICE OF THE COMPANY." 7. Term of Agreement. This Agreement has been entered into in ----------------- connection with the transactions contemplated by the Reorganization Agreement described in Recital A and the Univisa Contribution Agreement described in Recital B and shall become effective upon the Closing. This Agreement shall terminate upon the earlier of (i) five years from the Closing Date, or (ii) the occurrence of a Termination Event. Notwithstanding the foregoing, the provisions of Sections 2(c) (Standstill), 3(b) (Transactions with Affiliates), 3(c) and (d) (covenants not to compete), 3(e) (first offer), and 8 (miscellaneous) shall terminate five years after the Closing Date. 8. Miscellaneous. ------------- (a) Expenses. All costs and expenses incurred in connection with this -------- Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. (b) Notices. All notices, requests, demands and other communications ------- which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic or digital transmission method; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to: i. if to the Company, to: PanAmSat Corporation One Pickwick Plaza Greenwich, Connecticut 06830 Attention: Frederick A. Landman Telephone: (203) 622-6664 Telecopy: (203) 622-9163 with a copy to: Chadbourne & Parke LLP 30 Rockefeller Plaza 12 New York, New York 10112 Attention: Denis J. Friedman, Esq. Telephone: (212) 408-5200 Telecopy: (212) 541-5369 ii. if to HCI, to: Hughes Communications, Inc. P.O. Box 9712 Long Beach, CA 90810-9928 Attention: President Telephone: (310) 525-5010 Telecopy: (310) 525-5015 with a copy to: Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071 Attention: Bruce R. Lederman, Esq. Telephone: (213) 485-1234 Telecopy: (213) 891-8763 iii. if to the Class A Holders, to: Patrick J. Costello c/o PanAmSat Corporation One Pickwick Plaza Greenwich, Connecticut 06830 Attention: Frederick A. Landman Telephone: (203) 622-6664 Telecopy: (203) 622-9163 with a copy to: Cummings & Lockwood 4 Stamford Plaza, CT 06904 Attn: John Musicaro Telephone: (203) 351-4370 Telecopy: (203) 351-4499 iv. if to S Company, to: Satellite Company, LLC Fonovisa Centroamerica, S.A. De Popa de Curridabat 25 Mts. Este Edificio Galerias del Este 13 Local 8 San Jose, Costa Rica Attention: Jorge Suarez Telephone: 011-506-253-0758 Telecopy: 011-506-224-0836 with a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph A. Stern, Esq. Telephone: (212) 859-8000 Telecopy: (212) 859-4000 (c) Interpretation. When a reference is made in this Agreement to -------------- Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. Headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the word "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". This Agreement shall not be construed for or against either party by reason of the authorship or alleged authorship of any provision hereof or by reason of the status of the respective parties. All terms defined in this Agreement in the singular shall have comparable meanings when used in the plural, and vice versa, unless otherwise specified. (d) Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------------------------------------- constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. (e) Assignment. Except to a Permitted Transferee, neither this ---------- Agreement nor any of the rights, interests or obligations hereunder shall be assigned (whether by operation of law or otherwise) by any Minority Stockholder without the consent of HCI or by HCI or its Affiliates without the consent of Minority Stockholders holding 66 2/3% of the Shares held by Minority Stockholders, which consent may be granted or withheld in such party's discretion. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. No person who is not a Stockholder or Permitted Transferee who acquires Shares shall have any rights under this Agreement except to the extent that the assignment thereof has been approved as required by Section 8(e), nor any obligations hereunder except to the extent expressly assumed. (f) Governing Law. This Agreement shall be construed, interpreted and ------------- the rights of the parties determined in accordance with the laws of the State of Delaware (without reference to the choice of law provisions), except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject 14 of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern. (g) Severability. Each party agrees that, should any court or other ------------ competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment. (h) Injunctive Relief. The parties acknowledge that it will be ----------------- impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved person or entity will be irreparably damaged and will not have an adequate remedy at law. Any such person or entity shall, therefore, be entitled to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties shall raise the defense that there is an adequate remedy at law. (i) Attorneys' Fees. If any party to this Agreement brings an action --------------- to enforce its rights under this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including without limitation reasonable attorneys' fees, incurred in connection with such action, including any appeal of such action. (j) Cumulative Remedies. All rights and remedies of either party ------------------- hereto are cumulative of each other and of every other right or remedy such party may otherwise have at law or in equity, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. (k) 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 effective when executed and delivered by each of the parties. (l) Amendments, Waivers, Etc. This Agreement may not be amended, ------------------------- changed, supplemented, or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the parties hereto; provided that performance hereof by any Minority Stockholder may be waived by HCI and performance hereof by HCI, its Affiliates or the Company may be waived by Minority Stockholders holding 66 2/3 % of the Shares held by Minority Stockholders. 15 (m) Obligations of Stockholders. The liabilities and obligations of --------------------------- each Stockholder under any provision of this Agreement are several and not joint and apply solely to such Stockholder and to the Shares held of record or beneficially owned by such Stockholder. No Stockholder shall have any liability or obligation under this Agreement for any act, omission or breach by any other Stockholder. (n) Service of Process. Each of the parties hereto irrevocably ------------------ consents to the service of any process, pleading, notices or other papers by the mailing of copies thereof by registered, certified or first class mail, postage prepaid, to such party at such party's address set forth herein, or by any other method provided or permitted under Delaware law. Additionally, each party hereby appoints RL&F Service Corp., One Rodney Square, Wilmington, Delaware 19810, as agent for service of process in Delaware. (o) Consent and Jurisdiction. Each party irrevocably and ------------------------ unconditionally agrees and consents that any suit, action or other legal proceeding arising out of or related to this Agreement shall be brought and heard in New Castle County, State of Delaware, and each party irrevocably consents to personal jurisdiction in any and all tribunals in said County. 16 IN WITNESS WHEREOF, the parties have executed this Amended and Restated Stockholder Agreement as of the date first above written. MAGELLAN INTERNATIONAL, INC. By: /s/ Charles H. Noski ------------------------------- Charles H. Noski President HUGHES COMMUNICATIONS, INC. By: /s/ Jerald F. Farrell ------------------------------- Jerald F. Farrell President SATELLITE COMPANY, L.L.C. By: /s/ Jorge Suarez Barbosa ------------------------------- Name: Jorge Suarez Barbosa Title: General Manager S-1 CLASS A STOCKHOLDERS /s/ Mary Anselmo ------------------------------------------------------------ Name: MARY ANSELMO, individually and as a trustee of the Article VII Trust created by the RENE ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994 and as a successor trustee under the Voting Trust Agreement dated as of February 28, 1995 and as a co-trustee of RAYCE ANSELMO TRUST DATED DECEMBER 23, 1991 /s/ Frederick A. Landman ------------------------------------------------------------ Name: FREDERICK A. LANDMAN, individually and as a trustee of the Article VII Trust created by the RENE ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994 and as a successor trustee under the Voting Trust Agreement dated as of February 28, 1995 /s/ Lourdes Saralegui ------------------------------------------------------------ Name: LOURDES SARALEGUI, individually and as a trustee of the Article VII Trust created by the RENE ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994 and as a successor trustee under the Voting Trust Agreement dated as of February 28, 1995 /s/ Pier Landman ------------------------------------------------------------ Name: PIER LANDMAN, individually and as the sole trustee of the CHLOE LANDMAN TRUST DATED JUNE 10, 1988 and the sole trustee of the RISSA LANDMAN TRUST DATED JUNE 10, 1988 /s/ Patrick J. Costello ------------------------------------------------------------ Name: PATRICK J. COSTELLO, as trustee of the FREDERICK A. LANDMAN IRREVOCABLE TRUST DATED DECEMBER 22, 1995 and as a successor trustee of the RAYCE ANSELMO TRUST DATED DECEMBER 23, 1991 S-2 /s/ Reverge Anselmo ------------------------------------------------------------ Name: REVERGE ANSELMO, individually and as a trustee of the Article VII Trust created by the RENE ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994 and as a successor trustee under the Voting Trust Agreement dated as of February 28, 1995 S-3 EX-6 5 AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT EXHIBIT 6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 16, 1997, is entered into by and among MAGELLAN INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the persons ------- listed on the signature pages hereof (the "Stockholders"). ------------ RECITALS A. The Company and the Stockholders desire to enter into this Agreement for the purpose of granting to the Stockholders certain rights with respect to registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $.01 per share, of the Company. B. The Common Stock is being acquired by the Stockholders pursuant to the transactions (the "Transactions") contemplated by the Agreement and Plan ------------ of Reorganization, dated as of September 20, 1996, among Panamsat Corporation, Hughes Communications, Inc., and the Company, among others (the "Plan of ------- Reorganization"), and the Stock Contribution and Exchange Agreement, dated as of - -------------- September 20, 1996, among Satellite Company, L.L.C., Hughes Communications, Inc., and the Company, among others (the "Exchange Agreement"). ------------------ C. The Stockholders are also parties to a Stockholder Agreement of even date (the "Stockholder Agreement"). --------------------- AGREEMENT In consideration of the Recitals and mutual promises contained herein, and 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. Definitions. As used in this Agreement, the following terms ----------- shall have the following meanings: "Advice" shall have the meaning set forth in Section 5 hereof. ------ "Affiliate" means, with respect to any specified person, any other --------- person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "control" when used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Business Day" means any day that is not a Saturday, a Sunday or a ------------ legal holiday on which banking institutions in the State of New York are not required to be open. 1 "Capital Stock" means, with respect to any person, any and all shares, ------------- interests, participations or other equivalents (however designated) of corporate stock issued by such person, including each class of common stock and preferred stock of such person. "Class A Holder" means a Holder whose Common Stock was received in the -------------- Transactions in respect of the Class A Common Stock or common stock of Panamsat Corporation into which such Class A Common Stock has been converted. "Class B Holder" means a Holder whose Common Stock was received in the -------------- Transactions pursuant to the Exchange Agreement. "Common Stock" means the Common Stock, par value $0.01 per share, of ------------ the Company issued to any Holder named on the signature pages hereof in the Transactions or any other shares of capital stock or other securities of the Company into which such shares of Common Stock shall be reclassified or changed, including, by reason of a merger, consolidation, reorganization or recapitalization. If the Common Stock has been so reclassified or changed, or if the Company pays a dividend or makes a distribution on the Common Stock in shares of capital stock or subdivides (or combines) its outstanding shares of Common Stock into a greater (or smaller) number of shares of Common Stock, a share of Common Stock shall be deemed to be such number of shares of stock and amount of other securities to which a holder of a share of Common Stock outstanding immediately prior to such change, reclassification, exchange, dividend, distribution, subdivision or combination would be entitled. "Company" shall have the meaning set forth in the heading hereof. ------- "Delay Period" shall have the meaning set forth in Section 2(d) ------------ hereof. "Demand Notice" shall have the meaning set forth in Section 2(a) ------------- hereof. "Demand Registration" shall have the meaning set forth in Section 2(b) ------------------- hereof. "Effectiveness Period" shall have the meaning set forth in Section -------------------- 2(d) hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended, ------------ and the rules and regulations of the SEC promulgated thereunder. "Hold Back Period" shall have the meaning set forth in Section 4 ---------------- hereof. "Holder" means a person who owns Registrable Shares and is either (i) ------ a Stockholder or (ii) a Permitted Transferee. "Inclusion Notice" shall have the meaning set forth in Section 2(a). ---------------- "Hughes Communications, Inc. Holder" means Hughes Communications, Inc. ---------------------------------- and any Holder whose Common Stock was issued to Hughes Communications, Inc. in the Transactions. "Interruption Period" shall have the meaning set forth in Section 5 ------------------- hereof. 2 "Permitted Assignee" means a Holder who acquires (a) more than $ 15 ------------------ million in value of Common Stock at the date of transfer from a Holder, or (b) Common Stock from a Holder in a transfer in which consent to assignment of this Agreement is granted pursuant to Section 10(e), in either case in a transfer exempt pursuant to Rule "4(1-1/2)" (or any similar private transfer exemption), provided that in each case the transferee assumes and agrees to perform and becomes a party to this Agreement. "Permitted Transferees" means, as to any Hughes Communications, Inc. --------------------- Holder, any controlled Affiliate of GM or any Permitted Transferee; as to S Company, Grupo Televisa, S.A., any controlled Affiliate of Grupo Televisa, S.A., or any Permitted Transferee; and as to the Class A Holders, (A) any other Class A Holder, (B) any person who is the spouse or former spouse of, or any lineal descendent of, or any spouse of such lineal descendant of, or the grandparent, parent, brother or sister of, or spouse of such brother or sister of, a Class A Holder or Permitted Transferee of such person; (C) upon the death of any Class A Holder or any Permitted Transferee of such person, the executors of the estate of such Class A Holder or Permitted Transferee, any of such Class A Holder's or such Permitted Transferee's heirs, testamentary trustees, devisees, or legatees; (D) any trust principally for the benefit of one or more of the foregoing Class A Holders or Permitted Transferees; (E) upon the disability of any Class A Holder or Permitted Transferee, any guardian or conservator of such Class A Holder or Permitted Transferee; or (F) any corporation, partnership or other entity if all of the beneficial ownership is held by Class A Holders or any Permitted Transferees; and as to any Stockholders, any person who is a Permitted Assignee; provided that in each case such transferee assumes and agrees to perform and becomes a party to this Agreement. "Person" means any individual, corporation, partnership, joint ------ venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Piggyback Registration" shall have the meaning set forth in Section 3 ---------------------- hereof. "Prospectus" means the prospectus included in any Registration ---------- Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. "Registrable Shares" means shares of Common Stock unless (i) they have ------------------ been effectively registered under Section 5 of the Securities Act and disposed of pursuant to an effective Registration Statement, or (ii) all of such Common Stock of a Holder can be freely sold and transferred without restriction under Rule 144 or Rule 145 under the Securities Act or any successor rule such that, after any such transfer referred to in this clause (ii), such securities may be freely transferred without restriction under the Securities Act. Notwithstanding the foregoing, any shares of Common Stock held by a Stockholder shall be "Registrable Shares" 3 until such Stockholder ceases to own at least 1% of the then outstanding Common Stock, $ .01 par value, of the Company. Further, no Holder who is not a Stockholder shall be deemed to own Registrable Shares after five years from the date hereof. "Registration" means registration under the Securities Act of an ------------ offering of Registrable Shares pursuant to a Demand Registration or a Piggyback Registration. "Registration Period" means, as to any Holder, the period beginning on ------------------- the date hereof and ending on the date when such Holder no longer owns any Registrable Shares. "Registration Statement" means any registration statement under the ---------------------- Securities Act of the Company that covers any of the Registrable Shares pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. "SEC" means the Securities and Exchange Commission. --- "Securities Act" means the Securities Act of 1933, as amended, and the -------------- rules and regulations of the SEC promulgated thereunder. "Shelf Registration" shall have the meaning set forth in Section 2(b) ------------------ hereof. "Stockholder Agreement" shall have the meaning set forth in Recital C. --------------------- "Transactions" shall have the meaning set forth in Recital B. ------------ "Underwritten Registration or Underwritten Offering" means a ------------------------- --------------------- registration under the Securities Act in which securities of the Company are sold to an underwriter for reoffering to the public. 2. Demand Registration. ------------------- (a) Subject to the last sentence of this Section 2(a), any Holder shall have the right during the Registration Period, by written notice (the "Demand Notice") given to the Company, to request the Company to register under - -------------- and in accordance with the provisions of the Securities Act all or any portion of the Registrable Shares designated by such Holders; provided, however, that the aggregate value (at the respective dates of such notices) of Registrable Shares requested to be registered pursuant to any Demand Notice and pursuant to any related Inclusion Notices received pursuant to the following sentence shall be at least $ 100 million. Upon receipt of any such Demand Notice, the Company shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own written notice to the Company requesting inclusion of a specified number of such Holders' Registrable Securities (the "Inclusion Notice"). In connection with any Demand Registration ---------------- in which more 4 than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Holder; provided if the registration of Registrable Shares held by Mary Anselmo is necessary in connection with any payment of estate taxes by her estate, such registration by the estate of Mary Anselmo shall have priority over any registration of Registrable Shares by a Class B Holder or any Holder who acquired such securities directly or indirectly from or through a Class B Holder. The Class A Holders as a group and the Class B Holders as a group shall each be entitled to three Demand Registrations pursuant to this Section 2; Hughes Communications, Inc. shall be entitled to six Demand Registrations pursuant to this Section 2; if any such Demand Registration does not become effective or is not maintained for a period (whether or not continuous) of at least 180 days (or such shorter period as shall terminate when all the Registrable Shares covered by such Demand Registration (other than any shares reserved for issuance upon exercise of the underwriters' overallotment option) have been sold pursuant thereto), the affected Holders will be entitled to an addition Demand Registration pursuant hereto. It is agreed that the registration of Registrable Shares pursuant to an Inclusion Notice shall not be deemed to be a Demand Registration. Nothing in this Section 2(a) shall limit any rights pursuant to Section 3 hereof. Nothing in this Agreement shall limit the rights and obligations of the parties under the Stockholder Agreement, including pursuant to Sections 2(a) and 2(b) thereof. Notwithstanding anything herein to the contrary, the exercise of each Demand Registration under this Section 2(a) by the Class A Holders shall require the approval of the Class A Holders, and their Permitted Transferees, owning a majority of the Registrable Shares then owned by all Class A Holders and their Permitted Transferees. (b) The Company, within 45 days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 2(a) hereof, shall file with 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 the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Notice, which may include a "shelf" registration (a "Shelf Registration") pursuant to ------------------ Rule 415 under the Securities Act (a "Demand Registration"). ------------------- (c) The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective and to keep each Registration Statement filed pursuant to this Section 2 continuously effective and usable for the resale of the Registrable Shares covered thereby (i) in the case of a Registration that is not a Shelf Registration, for a period of 90 days from the date on which the SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of 180 days from the date on which the SEC declares such Registration Statement effective, in either case (x) until all the Registrable Shares covered by such Registration Statement (other than any shares reserved for issuance upon 5 exercise of the underwriters' overallotment option) have been sold pursuant to such Registration Statement, and (y) as such period may be extended pursuant to this Section 2. (d) The Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2, or suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if the chief executive officer ------------ or chief financial officer of the Company determines that in such executive officer's reasonable judgment and good faith the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement 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 Holders 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; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 120 days minus (y) the number of days occurring during all Hold Back Periods and Interruption Periods during such consecutive 12 months and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Registration Statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice from the Holders of a majority of the Registrable Shares that were to be registered to the Company within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Shares are entitled pursuant to this Section 2). The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods, all Hold Back Periods and all Interruption Periods occurring during such Registration and such period and any extension thereof is hereinafter referred to as the "Effectiveness Period." The Company shall not be entitled to -------------------- initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company. (e) The Company shall not include any securities that are not Registrable Shares in any Registration Statement filed pursuant to this Section 2 without the prior written consent of (i) the Class A Holders of a majority in number of the Registrable Shares held by Class A Holders covered by such Registration Statement, and (ii) the Class B Holder(s) of a majority in number of the Registrable Shares held by such Class B Holders covered by such Registration Statement, and (iii) Hughes Communications, Inc. Holders with respect to Registrable Shares held by such Hughes Communications, Inc. Holders covered by such Registration Statement. 6 (f) Holders of a majority in number of the Registrable Shares to be included in a Registration Statement pursuant to this Section 2 may, at any time prior to the effective date of the Registration Statement relating to such Registration, revoke such request by providing a written notice to the Company revoking such request. The Holders of Registrable Shares who revoke such request shall reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; provided, however, that, if such revocation was pursuant to Section 2(d) (for a postponement) or was based on the Company's failure to comply in any material respect with its obligations hereunder, such reimbursement shall not be required, and such registration shall not count against the maximum number of Demand Registrations to which the applicable Holders are entitled under Section 2(a). In addition, if pursuant to the terms of this Section 2(f), the Holders reimburse the Company for its out of pocket expenses incurred in the preparation, filing and processing of any Registration Statement requested, and subsequently revoked by such Holder(s), such registration shall not count against the maximum number of Demand Registrations to which the applicable Holder(s) are entitled under Section 2(a). 3. Piggyback Registration. ---------------------- (a) Right to Piggyback. If at any time during the Registration Period ------------------ the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S- 8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated effective date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). ---------------------- Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn. (b) Priority on Piggyback Registrations. The Company shall permit the ----------------------------------- Holders to include all such Registrable Shares on-the-same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per 7 share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents requested to be registered by each such Holder or holder participating in such offering. (c) Right to Abandon. Nothing in this Section 3 shall create any ---------------- liability on the part of the Company to the Holders if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to Section 3(a) hereof or to withdraw such registration statement subsequent to its filing and prior to the later of its effectiveness or the release of the Registrable Shares for public offering by the managing underwriter, in the case of an underwritten public offering, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise. 4. Holdback Agreement. If (i) the Company shall file a registration ------------------ statement with respect to the Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities and (ii) the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the Holders) that a public sale or distribution of Registrable Shares would have material adverse impact on such offering, then each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Shares during the 10 days prior to the effective date of such registration statement and until the earliest of (A) the abandonment of such offering, (B) 90 days from the effective date of such registration statement and (C) if such offering is an underwritten offering, the termination of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company in connection therewith (each such period, a "Hold Back Period"). ---------------- 5. Registration Procedures. In connection with the registration ----------------------- obligations of the Company pursuant to and in accordance with Sections 2 and 3 hereof (and subject to Sections 2 and 3 hereof), the Company shall use commercially reasonable efforts to effect such registration to permit the sale of such Registrable Shares in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible (but subject to Sections 2 and 3 hereof): (a) At least ten (10) business days before filing a Registration Statement or prospectus or any amendments or supplements thereto, furnish to the Holders who are participating in such Registration Statement and the underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and such underwriters (and their respective counsel), and, in the case of a Demand Registration, the Company will not file any Registration Statement or amendment thereto or any prospectus 8 or any supplement thereof to which the Registering Holders or the underwriters, if any, shall reasonably object; (b) prepare and file with the SEC a Registration Statement for the sale of the Registrable Shares on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate in accordance with such Holders' intended method or methods of distribution thereof, subject to Section 2(b) hereof, and, subject to the Company's right to terminate or abandon a registration pursuant to Section 3(c) hereof, use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective as provided herein; (c) prepare and file with the SEC such amendments (including post- effective amendments) to such Registration Statement, and such supplements to the related Prospectus, as may be required by the rules, regulations or instructions applicable to the Securities Act during the applicable period in accordance with the intended methods of disposition specified by the Holders of the Registrable Shares covered by such Registration Statement, make generally available earnings statements satisfying the provisions of Section 11(a) of the Securities Act (provided that the Company shall be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act), and cause the related Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act; provided, however, that before filing a Registration Statement or Prospectus, or any amendments or supplements thereto (other than reports required to be filed by it under the Exchange Act), the Company shall furnish to the Holders of Registrable Shares covered by such Registration Statement and their counsel for review and comment, copies of all documents required to be filed; (d) notify the Holders of any Registrable Shares covered by such Registration Statement promptly and (if requested) confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to such Registration Statement or the related Prospectus or for additional information regarding such Holders, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of the happening of any event that requires the making of any changes in such Registration Statement, Prospectus or documents incorporated or deemed to be incorporated therein by reference so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading: (e) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States; 9 (f) furnish to the Holder of any Registrable Shares covered by such Registration Statement, each counsel for such Holders and each managing underwriter, if any, without charge, one conformed copy of such Registration Statement, as declared effective by the SEC, and of each post-effective amendment thereto, in each case including financial statements and schedules and all exhibits and reports incorporated or deemed to be incorporated therein by reference; and deliver, without charge, such number of copies of the preliminary prospectus, any amended preliminary prospectus, each final Prospectus and any post-effective amendment or supplement thereto, as such Holder may reasonably request in order to facilitate the disposition of the Registrable Shares of such Holder covered by such Registration Statement in conformity with the requirements of the Securities Act; (g) prior to any public offering of Registrable Shares covered by such Registration Statement, use commercially reasonable efforts to register or qualify such Registrable Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Holders of such Registrable Shares shall reasonably request in writing; provided, however, that the Company shall in no event be required to qualify generally to do business as a foreign corporation or as a dealer in any jurisdiction where it is not at the time so qualified or to execute or file a general consent to service of process in any such jurisdiction where it has not theretofore done so or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then subject; (h) upon the occurrence of any event contemplated by paragraph 5(d)(v) above, prepare a supplement or post-effective amendment to such Registration Statement or the related Prospectus or any document incorporated or deemed to be incorporated therein by reference and file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares being sold thereunder (including upon the termination of any Delay Period), such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (i) use commercially reasonable efforts to cause all Registrable Shares covered by such Registration Statement to be listed on each securities exchange or automated interdealer quotation system, if any, on which similar securities issued by the Company are then listed or quoted; (j) use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and any securities exchange or regulatory body; (k) on or before the effective date of such Registration Statement, provide the transfer agent of the Company for the Registrable Shares with printed certificates for the Registrable Shares covered by such Registration Statement which are in a form eligible for deposit with The Depository Trust Company; (l) if such offering is an underwritten offering, make available for inspection by any Holder of Registrable Shares included in such Registration Statement, any underwriter participating in any offering pursuant to such Registration Statement, and any 10 attorney, accountant or other agent retained by any such Holder or underwriter (collectively, the "Inspectors"), such financial and other records and other information, pertinent corporate documents and properties of any of the Company and its subsidiaries and affiliates (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibilities; provided, however, that the Records that the Company determines, in good faith, to be confidential and which it notifies the Inspector in writing are confidential shall not be disclosed to any Inspector unless such Inspector signs a confidentiality agreement reasonably satisfactory to the Company, which agreement shall permit the disclosure of such Records in such Registration Statement or the related Prospectus if either (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; provided however, that (A) any decision regarding the disclosure of information pursuant to subclause (i) shall be made only after consultation with counsel for the applicable Inspectors and the Company and (B) with respect to any release of Records pursuant to subclause (ii), each Holder of Registrable Shares agrees that it shall, promptly after learning that disclosure of such Records is sought in a court having jurisdiction, give notice to the Company so that the Company, at the Company's expense, may undertake appropriate action to prevent disclosure of such Records; and (m) if such offering is an underwritten offering, enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other appropriate and reasonable actions requested by the Holders of a majority of the Registrable Shares being sold in connection therewith (including those reasonably requested by the managing underwriters) in order to expedite or facilitate the disposition of such Registrable Shares, and in such connection, (i) use commercially reasonable efforts to obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters and counsel to the Holders of the Registrable Shares being sold), addressed to each selling Holder of Registrable Shares covered by such Registration Statement and each of the underwriters as to the matters customarily covered in opinions requested in underwritten offerings and such other matters may be reasonably requested by such counsel and underwriters, (ii) use commercially reasonable efforts to obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Registrable Shares covered by the Registration Statement (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings (iii) if requested and if an underwriting agreement is entered into, provide indemnification provisions and procedures substantially to the effect set forth in Section 8 hereof with respect to all parties to be indemnified pursuant to said Section. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder. In addition, the Company agrees (i) not to effect any public sale or distribution of its Common Stock, par value $.01 per share, or any securities convertible into or exchangeable 11 or exercisable for such securities, during the 10 days prior to the effective date of any underwritten Demand or Piggyback Registration and until the earliest of (A) the abandonment of such offering, or (B) the termination of any "hold back" period reasonably requested by the underwriters (with exceptions for issuances pursuant to outstanding options, warrants, and convertible or exchangeable securities, pursuant to employee and dividend reinvestment plans, and such other exceptions as are customary or agreed with the managing underwriter). The Company may require each Holder of Registrable Shares covered by a Registration Statement to furnish such information regarding such Holder and such Holder's intended method of disposition of such Registrable Shares as it may from time to time reasonably request in writing. If any such information is not furnished within a reasonable period of time after receipt of such request, the Company may exclude such Holder's Registrable Shares from such Registration Statement. Each Holder of Registrable Shares covered by a Registration Statement agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(d)(ii), 5(d)(iii), 5(d)(iv) or 5(d)(v) hereof, that such Holder shall forthwith discontinue disposition of any Registrable Shares covered by such Registration Statement or the related Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(h) hereof, or until such Holder is advised in writing (the "Advice") by the Company that the use of the applicable Prospectus may be ------ resumed, and has received copies of any amended or supplemented Prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated, by reference in such Prospectus (such period during which disposition is discontinued being an "Interruption Period") and, if requested by ------------------- the Company, the Holder shall deliver to the Company (at the expense of the Company) all copies then in its possession, other than permanent file copies then in such holder's possession, of the Prospectus covering such Registrable Shares at the time of receipt of such request. Each Holder of Registrable Shares covered by a Registration Statement further agrees not to utilize any material other than the applicable current preliminary prospectus or Prospectus in connection with the offering of such Registrable Shares. 6. Registration Expenses. Whether or not any Registration Statement --------------------- is filed or becomes effective, the Company shall pay all costs, fees and expenses incident to the Company's performance of or compliance with this Agreement, including (i) all registration and filing fees, including NASD filing fees, (ii) all fees and expenses of compliance with securities or Blue Sky laws, including reasonable fees and disbursements of counsel in connection therewith, (iii) printing expenses (including expenses of printing certificates for Registrable Shares and of printing preliminary and final prospectuses if the printing of prospectuses is requested by the Holders or the managing underwriter, if any), (iv) messenger, telephone and delivery expenses, (v) fees and disbursements of counsel for the Company, (vi) fees and disbursements of all independent certified public accountants of the Company (including expense of any "cold comfort" letters required in connection with this Agreement) and all other persons retained by the Company in connection with this Agreement and the Registration Statement, and (vii) all other costs, fees and expenses incident to the Company's performance or compliance 12 with this Agreement. Notwithstanding the foregoing, the fees and expenses of any persons retained by any Holder, including counsel for such Holders, and any discounts, commissions or brokers' fees or fees of similar securities industry professionals and any transfer taxes relating to the disposition of the Registrable Shares by a Holder, will be payable by such Holder and the Company will have no obligation to pay any such amounts. 7. Underwriting Requirements. ------------------------- (a) Subject to Section 7(b) hereof, any Holder giving a Demand Notice shall have the right, by written notice, to request that any Demand Registration provide for an underwritten offering. (b) In the case of any underwritten offering pursuant to a Demand Registration, the Holders of a majority of the Registrable Shares covered by the Demand Notice to be disposed of in connection therewith shall select the institution or institutions that shall manage or lead such offering, which institution or institutions shall be reasonably satisfactory to the Company. In the case of any underwritten offering pursuant to a Piggyback Registration, the Company shall select the institution or institutions that shall manage or lead such offering. 8. Indemnification. --------------- (a) Indemnification by the Company. The Company shall, without ------------------------------ limitation as to time, indemnify and hold harmless, to the full extent permitted by law, each Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement or Prospectus, the officers, directors and agents and employees of each of them, each Person who controls each such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgment, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue or alleged ------ untrue statement of a material fact contained in such Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing to the Company by or on behalf of such Holder expressly for use therein or by any underwriter in a Demand Registration; provided, however, that the Company shall not be liable to any such Holder to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of the Company with copies of the Prospectus, such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Shares by such Holder to the person asserting the claim from which such Losses arise and (ii) the Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, that the Company shall not be liable in any such case to the extent that any such Losses arise out of or are based upon an untrue statement 13 or alleged untrue statement or omission or alleged omission in the Prospectus, if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or currently with the sale of Registrable Shares. In connection with any Underwritten Offering, the Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act) to the same extent as provided above with respect to Indemnification of Holders of Registrable Shares, or on such other terms as are reasonable and customary and requested by the managing underwriter. (b) Indemnification by Holder of Registrable Shares. In connection ----------------------------------------------- with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such Registration Statement or the related Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon any information so furnished in writing by or on behalf of such Holder to the Company expressly for use in such Registration Statement or Prospectus. (c) If any Person shall be entitled to indemnity hereunder (an "Indemnified Party"), indemnified party shall give prompt notice to the party - ------------------ from which such indemnity is sought (the "Indemnifying Party") of any claim or ------------------ of the commencement of any proceeding with respect to indemnitee party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced by such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party's expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that (i) an indemnified party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (1) the indemnifying party agrees to pay such fees and expenses; (2) the indemnifying party fails promptly to assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; or (3) the named parties to any proceeding (including impleaded parties) include both such indemnified 14 party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are inconsistent with those available to the indemnifying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (3) above, the indemnifying party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the indemnifying party, such indemnified party shall not be subject to any liability for any settlement made without its consent. The indemnifying party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunder. (d) Contribution. If the indemnification provided for in this Section ------------ 8 is unavailable to an indemnified party in respect of any Losses (other than in accordance with its terms), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the this Section 8(d). Notwithstanding the provision of this Section 8(d), an indemnifying party that is a Holder shall not be required to contribute any amount which is in excess of the amount by which the total proceeds received by such Holder from the sale of the Registrable Shares sold by such Holder (net of all underwriting discounts and commissions) exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 15 9. Rule 144. If the Company shall have filed a registration -------- statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company covenants that it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including but not limited to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the SEC under the Securities Act) and the rules and regulations adopted by the SEC thereunder (or if the Company is not required to file such reports, the Company will, upon the request of any Holder of Registrable Shares, make publicly available other information), and will take such further action as any Holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such Holder of Registrable Shares to sell Registrable Shares within the exemption provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Shares, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 10. Miscellaneous. ------------- (a) Termination. This Agreement and the obligations of the Company ----------- and the Holders hereunder (other than Section 8 hereof) shall terminate on the first date on which no Registrable Shares remain outstanding. (b) Notices. All notices, requests, demands and other communications ------- which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic or digital transmission method; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to: i. if to the Company, to: PanAmSat Corporation One Pickwick Plaza Greenwich, Connecticut 06830 Attention: Frederick A. Landman Telephone: (203) 622-6664 Telecopy: (203) 622-9163 16 with a copy to: Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 Attention: Denis J. Friedman, Esq. Telephone: (212) 408-5200 Telecopy: (212) 541-5369 ii. if to Hughes Communications, Inc., Hughes Communications Galaxy, Inc. or Hughes Communications Satellite Services, Inc., to: Hughes Communications, Inc. P.O. Box 9712 Long Beach, CA 90810-9928 Attention: President Telephone: (310) 525-5010 Telecopy: (310) 525-5015 with a copy to: Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071 Attention: Bruce R. Lederman, Esq. Telephone: (213) 485-1234 Telecopy: (213) 891-8763 iii. if to any of the Class A Stockholders listed on the signature pages hereto, to: Patrick J. Costello c/o PanAmSat Corporation One Pickwick Plaza Greenwich, Connecticut 06830 Attention: Frederick A. Landman Telephone: (203) 622-6664 Telecopy: (203) 622-9163 with a copy to: Cummings & Lockwood 4 Stamford Plaza, CT 06904 Attn: John Musicaro Telephone: (203) 351-4370 Telecopy: (203) 351-4499 17 iv. if to Satellite Company, L.L.C., to: Satellite Company, L.L.C. Fonovisa Centroamerica, S.A. De Popa de Curridabat 25 Mts. Este Edificio Galerias del Este Local 8 San Jose, Costa Rica Attention: Jorge Suarez Telephone: 011-506-253-0758 Telecopy: 011-506-224-0836 with a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph A. Stern, Esq. Telephone: (212) 859-8000 Telecopy: (212) 859-4000 (c) Interpretation. When a reference is made in this Agreement to -------------- Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. Headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the word "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". This Agreement shall not be construed for or against either party by reason of the authorship or alleged authorship of any provision hereof or by reason of the status of the respective parties. All terms defined in this Agreement in the singular shall have the same comparable meanings when used in the plural and vice versa, unless otherwise specified. (d) Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------------------------------------- constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. (e) Assignment. Neither this Agreement nor any of the rights, ---------- interests, or obligations hereunder shall be assigned (whether by operation of law or otherwise) by any Holder without the consent of the Company, or by the Company without the consent of Holders of at least a majority in number of the Registrable Shares then outstanding provided that any Holder can assign its rights hereunder to a Permitted Transferee or Permitted Assignee of $15 million or more in value of Common Stock without the consent of the Company. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. In no event shall any transferee of Common Stock be entitled, solely as a result of such transfer, to any of the benefits of this Agreement or to enforce the same. 18 (f) Governing Law. This Agreement shall be construed, interpreted and ------------- the rights of the parties determined in accordance with the laws of the State of Delaware (without reference to the choice of law provisions), except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern. (g) Severability. Each party agrees that, should any court or other ------------ competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment. (h) Injunctive Relief. The parties acknowledge that it will be ----------------- impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved person or entity will be irreparably damaged and will not have an adequate remedy at law. Any such person or entity shall, therefore, be entitled to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties shall raise the defense that there is an adequate remedy at law. (i) Attorneys' Fees. If any party to this Agreement brings an action --------------- to enforce its rights under this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including without limitation reasonable attorneys' fees, incurred in connection with such action, including any appeal of such action. (j) Cumulative Remedies. All rights and remedies of any party hereto ------------------- are cumulative of each other and of every other right or remedy such party may otherwise have at law or in equity, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. (k) 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 effective when executed and delivered by each of the parties. 19 (l) Amendments and Waivers. Except as otherwise provided herein, the ---------------------- provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of at least a majority in number of the Registrable Shares then outstanding, or the Holders have obtained the written consent of the Company. (m) Other Agreements. Without the approval of Holders owning at least ---------------- two-thirds in interest of each of the Hughes Communications, Inc. Holders, the Class A Holders, and the Class B Holders of the Registrable Shares, the Company shall not enter into any registration rights agreement ranking pari passu or ---- ----- senior to this Agreement. 20 IN WITNESS WHEREOF, the parties have executed this Amended and Restated Registration Rights Agreement as of the date first above written. MAGELLAN INTERNATIONAL, INC. By: /s/ Charles H. Noski -------------------------------- Charles H. Noski President STOCKHOLDERS ------------ HUGHES COMMUNICATIONS, INC. HUGHES COMMUNICATIONS GALAXY, INC. HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. By: /s/ Jerald F. Farrell ------------------------------- Jerald F. Farrell President SATELLITE COMPANY, L.L.C. By: /s/ Jorge Suarez Barbosa ------------------------------- Name: Jorge Suarez Barbosa Title: General Manager S-1 CLASS A STOCKHOLDERS /s/ Mary Anselmo --------------------------------------------------------- Name: MARY ANSELMO, individually and as a trustee of the Article VII Trust created by the RENE ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994 and as a successor trustee under the Voting Trust Agreement dated as of February 28, 1995 and as a co-trustee of RAYCE ANSELMO TRUST DATED DECEMBER 23, 1991 /s/ Frederick A. Landman --------------------------------------------------------- Name: FREDERICK A. LANDMAN, individually and as a trustee of the Article VII Trust created by the RENE ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994 and as a successor trustee under the Voting Trust Agreement dated as of February 28, 1995 /s/ Lourdes Saralegui --------------------------------------------------------- Name: LOURDES SARALEGUI, individually and as a trustee of the Article VII Trust created by the RENE ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994 and as a successor trustee under the Voting Trust Agreement dated as of February 28, 1995 /s/ Pier Landman --------------------------------------------------------- Name: PIER LANDMAN, individually and as the sole trustee of the CHLOE LANDMAN TRUST DATED JUNE 10, 1988 and the sole trustee of the RISSA LANDMAN TRUST DATED JUNE 10, 1988 /s/ Patrick J. Costello --------------------------------------------------------- Name: PATRICK J. COSTELLO, as trustee of the FREDERICK A. LANDMAN IRREVOCABLE TRUST DATED DECEMBER 22, 1995 and as a successor trustee of the RAYCE ANSELMO TRUST DATED DECEMBER 23, 1991 S-2 /s/ Reverge Anselmo --------------------------------------------------------- Name: REVERGE ANSELMO, individually and as a trustee of the Article VII Trust created by the RENE ANSELMO REVOCABLE TRUST DATED JUNE 10, 1994 and as a successor trustee under the Voting Trust Agreement dated as of February 28, 1995 S-3 EX-7 6 EMPLOYMENT AGREEMENT OF FREDERICK LANDMAN EXHIBIT 7 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 15, 1997, is by and between Magellan International, Inc. (the "Company") and Frederick A. Landman (the "Executive"). In consideration of the promises in this Agreement, the mutuality and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Employment. The Company hereby employs the Executive and the ---------- Executive hereby accepts employment by the Company under the terms and conditions set forth in this Agreement. 2. Term. The term of the Executive's employment under this Agreement ---- (the "Employment Term") will commence at the Effective Time of the Merger, as such terms are defined in the Agreement and Plan of Merger (the "Agreement and Plan of Merger") dated September 20, 1996 between Hughes Communications Inc., certain of its affiliates, and PanAmSat Corporation, and will end three years later; unless the Executive's employment is terminated under Paragraph 7, in which event the Agreement will terminate on the date of termination pursuant to Paragraph 7. After the expiration of the Employment Term, it is anticipated that no employment agreement will be required to define the employment status of the Executive. However, if the term of this Agreement is extended by the Company and the Executive, in writing, the period of time during which the Executive is actively employed by the Company pursuant to this Agreement shall be referred to herein as the "Employment Period." 3. Title and Duties. The Executive will serve as the President and ---------------- Chief Executive Officer of the Company and be based at the Company's headquarters in Greenwich, Connecticut. The Executive shall be responsible for, among other things, the profitability and total performance of the Company, maintenance of all legal and statutory requirements applicable to the Company, and, in accordance with the by-laws of the Company, the management of all personnel of the Company, selection of management staff, outside consultants and counsel, and such other duties and responsibilities that may be assigned to him from time to time by the Board of Directors of the Company that are consistent with his position. The Executive agrees to devote his full business attention, skill and energy to the duties set forth herein and to the business of the Company, to use his efforts to promote the success of the Company's business, and to cooperate with the Board of Directors in the advancement of the best interests of the Company. The Executive will serve, without additional compensation, as a director of the Company. Nothing in this Agreement prevents Executive from engaging in 2 additional activities in connection with personal investments and community affairs that are not inconsistent with the Executive's duties hereunder. 4. Compensation and Benefits. During the Employment Period, ------------------------- Executive shall receive the following compensation and benefits: (a) Base Salary. In consideration for Executive's services to the ----------- Company during the Employment Term, Executive shall receive a base salary at the annual rate of Six Hundred Thousand Dollars (U.S. $600,000) ("Base Salary"). The Base Salary shall be payable in accordance with the Company's customary payroll practices for other executive employees, from which the Company shall withhold and deduct all federal and state income, social security and disability taxes and other deductions as required by applicable laws. During the Employment Period, the Base Salary will be reviewed by the Board of Directors on an annual basis and may be adjusted upward to reflect the Executive's performance and the scope and success of the Company. (b) Incentive Bonuses. The Executive shall be eligible to receive ----------------- incentive bonuses (the "Incentive Bonus") on an annual basis, based on meeting financial performance criteria ("Financial and Business Goals") for the Company with respect to revenue growth, cash flow and other financial criteria agreed upon in advance each year by the Executive and 3 the Company. The Incentive Bonus shall be based on a target dollar amount. The target dollar amount for calendar year 1997 shall be $400,000 and shall not be prorated. The Executive shall receive an Incentive Bonus equal to the target dollar amount if the Financial and Business Goals are met. To the extent the Company exceeds the Financial and Business Goals by up to 25%, the Board of Directors will increase the target dollar amount by up to 50%, or, if the Company fails to meet the Financial and Business Goals by no more than 20%, the Board of Directors may reduce the target dollar amount to a number no lower than 80% of such target dollar amount. If more than two of the Financial and Business Goals are missed by more than 20%, the Company shall not be required to pay any award. If an award is earned, the Executive shall receive an Incentive Bonus equal to the adjusted target dollar amount. (c) Employee Benefits. The Executive shall be entitled to participate ----------------- in the Company's employee benefit plans and policies in effect from time to time, including but not limited to medical benefits, life insurance and other fringe benefits, as may be in effect from time to time, under the same terms and conditions as similarly situated executive employees. (d) Vacation and Holidays. The Executive shall be entitled to paid --------------------- vacation time and paid holidays to the same extent as similarly situated executive employees of 4 the Company may be entitled in accordance with the policies of the Company in effect from time to time. (e) Housing Allowance. The Company agrees that, if Executive's duties ----------------- require him to spend 30% of his working time in California, the Company will pay for the costs of renting suitable housing for the Executive and his family and will provide a reasonable allowance for related expenses. 5. Stock Options. ------------- (a) In addition to the Base Salary and other benefits provided above, the Company shall promptly grant stock options (the "Options") to the Executive to purchase 93,750 shares of common stock of the Company at an exercise price equal to fair market value of the stock of the Company on the date of the grant pursuant to the Company's Long term Stock Incentive Plan (the "Stock Option Plan"). (b) The Options shall vest as follows: . 1/3 of the Options shall vest on the first anniversary of the date of the Merger, if the Executive is employed by the Company on such date; . 1/3 of the Options shall vest on the second anniversary of the date of the Merger, if the Executive is employed by the Company on such date; and 5 . 1/3 of the Options shall vest on the third anniversary of the date of the Merger, if the Executive is employed by the Company on such date. (c) The Company agrees that any shares purchased by the Executive will be registered for resale on a Registration Statement filed on Form S-8 or S-3, which Registration Statement will be duly filed with the Securities and Exchange Commission. (d) The Executive also shall be eligible for additional stock options as may be granted to executive employees of the Company from time to time. (e) Except as otherwise provided in this Agreement, the provisions of the Stock Option Plan shall govern in respect of the Executive's rights and obligations relating to the Options. 6. Reimbursement of Expenses. ------------------------- During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable and necessary expenses incurred by him in performing services hereunder, provided that the Executive properly accounts for such expenses in accordance with the Company's policy then in effect. 7. Termination of Employment. ------------------------- 6 (a) Death. The Executive's employment shall terminate ----- immediately upon his death. (b) Disability. The Employment Period shall be deemed to have expired ---------- upon the occurrence of a "Disability." For purposes of this Agreement, "Disability" means a determination by the Company in accordance with applicable law that, as a result of a physical or mental illness, the Executive is unable to perform the essential functions of his job performance with or without reasonable accommodation. The Company, by action of the Board of Directors of the Company after giving the Executive and his medical and legal advisors an opportunity to meet with the Board of Directors, may only render such determination of disability if (i) the Executive is chemically dependent and refuses or is unsuccessful in chemical dependency treatment or (ii) the Executive has been unable to substantially perform his duties for one hundred and twenty (120) consecutive days or for one hundred and fifty (150) days during any twelve (12) month period because of physical or mental infirmity. (c) Termination for Material Breach. Upon delivery of written notice ------------------------------- of termination for "Material Breach" (as defined below) from the Company to the Executive, the Employment Period shall be deemed to have expired. Termination for "Material Breach" shall mean termination based on (i) the Executive's material breach of this Agreement, (ii) the Executive's wilful contravention of specific written 7 lawful directions from the Board of Directors acting by majority action (and not through a committee thereof) or (iii) conduct by the Executive in connection with his employment that is fraudulent, felonious or grossly negligent. Termination for "Material Breach" shall be by action of the Board of Directors of the Company after giving the Executive and his legal advisors an opportunity to meet with the Board of Directors, and, with respect to any termination based upon clauses (i) or (ii) of the preceding sentence, after giving the Executive 30 days to cure any Material Breach if such Material Breach can be cured. In the event of any Material Breach of this Agreement, the Executive shall be liable to the Company for such damages as the law may allow. (d) Resignation. The Executive may voluntarily resign his employment ----------- hereunder (i) at any time during the first year following the Effective Date, for any reason or no reason, upon no more than 90 and no fewer than 60 days prior written notice to the Board of Directors and (ii) during the second and third years following the Effective Date, (A) upon written notice to the Board of Directors given at any time with immediate effect, for "Good Reason" (as defined immediately below) or (B) upon no more than 90 and no fewer than 60 days prior written notice to the Board of Directors given at any time, for any reason or no reason, specifying in each case, whether resignation is pursuant to subsection (A) or (B) above. The Executive shall have "Good 8 Reason" to terminate his employment with the Company upon the occurrence of either of the following events: (x) the Company should fail to continue to employ the Executive during the Employment Term in a manner consistent with Section 3 and in the same executive capacity with the Company in which the Executive was employed by PanAmSat Corporation immediately prior to the Merger, with materially the same duties and responsibilities with the Company that the Executive had with PanAmSat Corporation immediately prior to the Merger; provided, that the Executive shall be required prior to the effectiveness of a constructive termination pursuant to this subsection (x) to have given the Company twenty (20) days notice and an opportunity to cure such failure. Without in any way limiting the right of the Executive to elect to terminate his services under Section 7(d)(ii)(A), it is understood that any change in the Executive's job description, offices, perquisites or place of employment by more than 35 miles, any reduction in the number of officers or other employees or diminishment in the overall management responsibility of officers and other employees reporting directly to the Executive, any diminishment in the decision making authority of the Executive shall each be a change in his duties and responsibilities that will give the Executive the right to elect to terminate his services under Section 7(d)(ii)(A); or 9 (y) the Company should reduce or fail to pay or award to the Executive when due any Base Salary, Incentive Bonus or other amount payable to the Executive or to provide the Executive with any benefits to which the Executive is entitled. (e) Discretionary Termination by the Company. Upon delivery of ---------------------------------------- written notice of termination of the Executive's employment for a reason other than Material Breach, death or Disability from the Company to the Executive, the Employment Period shall be deemed to have terminated 60 days after the written notice is delivered to the Executive. (f) Continuation of Salary and Benefits. In the event the Executive's ----------------------------------- employment terminates during the Employment Period as of result of his death as set forth in paragraph 7(a), or as a result of the Executive's Disability as set forth in paragraph 7(b), the Company shall pay to the Executive or his estate, as the case may be, his Base Salary and any employee benefits, including group medical benefits, to which he would otherwise be entitled under this Agreement, for 12 months from the date of termination of employment. (g) Termination Payment. If the Executive's employment terminates ------------------- during the Employment Term as a result of (i) termination by the Company in accordance with paragraph (e) of this Section 7; or (ii) Resignation by the Executive in accordance with paragraph (d)(i) or (ii)(A) of this Section 7, 10 the Executive shall be entitled to a Termination Payment from the Company and the continuation of certain employee benefits. The term "Termination Payment" shall mean an amount that is equal to 3 times the sum of (1) Salary (as defined below), plus (2) the Applicable Bonus (as defined below). The term "Salary" ---- herein shall mean the annual cash compensation payable to the Executive by the Company and/or, during the first year hereunder, by PanAmSat Corporation, and the term "Applicable Bonus" shall mean the annual amount awarded or paid under any incentive or bonus plan or program of the Company and/or, during the first year hereunder, by PanAmSat Corporation and any additional amounts (such aggregate amounts, the "Bonus") paid to the Executive by the Company and/or, during the first year hereunder, by PanAmSat Corporation, during the fiscal year ending immediately prior to the fiscal year in which the termination occurred (excluding, however, the special bonus in lieu of stock option of $950,000 paid to Executive in September of 1996 by PanAmSat Corporation), or the Bonus scheduled to be paid to the Executive during the fiscal year in which the termination occurs, prorated to the date of termination, whichever is greater. The Termination Payment shall be due and payable ten (10) days after the Executive is or has been terminated from, or terminates, his employment with the Company. The Executive and his dependents also shall be entitled to participate, for a period of three years following termination, in all employee 11 welfare benefit plans (as that term is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended), and to receive or ---------- participate in all other benefit arrangements, policies or practice of the Company to which and in which active executive employees are or shall be entitled to receive or participate in during this period other than qualified pension or profit sharing plans in which he would not legally be entitled to participate. (i) Vesting of Options. Upon termination of the Executive's ------------------ employment during the Employment Period for any reason other than as a result of termination for Material Breach under Section 7(c) or Resignation by the Executive under Section 7(d)(i) or (d)(ii)(B), all unvested Options granted to Executive shall vest immediately and be exercisable for the remainder of their original term. Upon termination of the Executive's employment for any reason, all vested Options shall continue to be exercisable for their original term. The provisions of this Section 7(i) shall survive the expiration of this Agreement and shall be separately provided for in the relevant option agreement with Executive provided in connection with the Option grant. (j) Registration; Stock Repurchase Rights. In the event the ------------------------------------- Executive's employment with the Company terminates for any reason during the Employment Term, the Executive may, by written notice to the Company, demand that the Company register all or any portion of the Common Stock of 12 the Company held by him, beneficially or otherwise, and the Company shall promptly (1) enter into a registration rights agreement (the "Registration Rights Agreement") substantially similar to the amended and restated registration rights agreement in the form of that attached as Exhibit F to the Agreement and Plan of Merger; provided, that a demand registration pursuant to such Registration Rights Agreement shall (i) cover a minimum of one-half of the shares of Common Stock of the Company held, beneficially or otherwise, by the Executive immediately following the Merger, and (ii) be effective for one demand registration requested by the Executive during the first year after the Merger, and (2) register said Common Stock in accordance with the provisions of the Registration Rights Agreement; provided, that following any such demand, the Company shall have the right, by written notice sent to the Executive within ten (10) days of receipt of a Demand Notice (as defined in the Registration Rights Agreement), to purchase at the Repurchase Price (as defined below) any or all shares of Common Stock of the Company covered by the Demand Notice. The Company shall purchase such shares from the Executive by making a lump sum payment to the Executive (or his estate), within thirty (30) days of receiving the Demand Notice. "Repurchase Price" means the average of the closing price of the Common Stock for the thirty consecutive Trading Days (as defined below) ending the date following the date on which the Company receives the 13 Demand Notice. A "Trading Day" shall be any day on which the principal national securities exchange on which the Common Stock is admitted to trading or listed is open. (k) Termination Date. The date upon which Executive's employment with ---------------- the Company terminates shall constitute the "Termination Date." 8. Confidential Information. ------------------------ The Executive agrees not to disclose, either while in the Company's employ or at any time thereafter, to any person not employed by the Company, or not engaged to render services to the Company, any confidential information obtained by him while in the employ of the Company, including, without limitation, information about any of the Company's finances, costs, profits, markets, software, inventions, data lists, client lists, operational methods, technical matters, pricing policies, business plans, or customer or trade secrets; provided, however, that this provision shall not preclude the Executive from use or disclosure of information which is in the public domain or from disclosure required by law or court order (after notice to the Company to permit it to contest the need for disclosure or to seek an appropriate protective order). 14 9. Non-Competition. --------------- (a) Competition. The Executive agrees that for a period of three ----------- years after the Termination Date, the Executive will not, without the prior written approval of the Board of Directors, participate in the management of, be employed by or own any interest in any business enterprise that engages in (A) the sale or lease of, or the provision of satellite services via, transponder capacity on satellites operating in geostationary earth orbit in the C-band, Ka- band and Ku-band frequencies for the transmission of video, audio and data signals; and (B) the provision of telemetry, tracking and control services for such satellites and for other satellites operating in geostationary earth orbit in the C-band, Ka-band, Ku-band, L-band and UHF-band frequencies or other frequency bands that may be utilized in the future; but in each case excluding the sale or lease of transponder capacity and telemetry, tracking and control services provided on or for any satellite that has both (x) multiple (six or more) receive and transmit beams and (y) an on-board satellite payload processor which can switch uplink signals in one beam to a downlink signal in one of multiple beams; provided, however, that nothing in this Section 9(a) shall -------- ------- prohibit the Executive from owning less than 5% of the outstanding equity securities of any enterprise whose equity securities are publicly traded. Notwithstanding the above, in the event the Executive's employment ends as a result of Disability under 15 Section 7(b), the restrictions in this Section 9(a) shall continue only for the period during which the Executive continues to receive salary and benefits from the Company pursuant to this Agreement. (b) Interference. The Executive hereby agrees that until such time as ------------ the restrictions contained in Section 9(a) lapse in accordance with their terms, he will not intentionally interfere with the Company's relationship with, or endeavor to entice away from the Company, any employee, person, firm, corporation, or other business organization who or which was an employee, customer or supplier of, or maintained a business relationship with, any business of the Company which was conducted at any time prior to the Termination Date. Nothing in this Section 9(b) prohibits the Executive from employing or doing business with any employee, person, firm, corporation or other business organization who, by his or its own choice, seeks to be employed or do business with the Executive. (c) The Executive expressly acknowledges and understands that the remedy of law for any breach by him of this Section 9 will be inadequate, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon the Executive's violation of any provision of this Section 9, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining 16 any threatened or further breach. Nothing in this Section 9 shall be deemed to limit the Company's remedies at law or in equity for any breach by the Executive of any of the provisions of this Section 9 which may be pursued or availed of by the Company. (d) If following termination of the Executive's employment any of the restrictions pursuant to this Section 9 shall for any reason be held by to be excessively broad as to duration, geographical scope, activity or subject, such restrictions shall be construed so as to thereafter be limited or reduced to the extent required to be enforceable in accordance with applicable law; it being understood and agreed that by execution of this Agreement the parties hereto regard such restrictions as reasonable and compatible with their respective rights. 10. Excise Tax. In the event that the Termination Payment or any ---------- other amounts payable to the Executive, his designated beneficiary or his dependents under this Agreement or under any plan, program or policy of the Company, or any benefits provided to Executive or his dependents under this Agreement or under any option or other plan, program or policy of the Company, should become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code or any similar tax or assessment (collectively, "Excise Taxes"), the Company shall pay to the Executive, his designated beneficiary 17 or his dependents, as the case may be, on demand, the amount (the "Excise Tax Reimbursement Amount"), necessary fully to reimburse the Executive, his designated beneficiary or his dependents for (i) all Excise Taxes that may be imposed on the Executive, his designated beneficiary or his dependents and (ii) any and all income and other taxes, including additional Excise Taxes, that may be imposed on the Executive, his designated beneficiary or his dependents in respect of any of the amounts to be paid to the Executive, his designated beneficiary or his dependents under clause (i) above or under this clause (ii). The determination of the Excise Tax Reimbursement Amount shall initially be made by the accounting firm that is serving as the Company's independent public accountants immediately prior to the date of termination of the Executive's employment, or, if such accounting firm is no longer in existence, by its successor. All costs and expenses of such accounting firm in connection with making such determination shall be paid by the Company. If it is subsequently determined (as a result of an assessment of additional Excise Taxes by the Internal Revenue Service or otherwise) that the Excise Tax Reimbursement Amount is not sufficient fully to reimburse the Executive, his designated beneficiary or his dependents as contemplated above, the Company shall pay to the Executive, his designated beneficiary or his dependents, as the case may be, on demand, the amount (the "Additional Excise Tax Reimbursement Amount") necessary 18 fully to reimburse the Executive, his designated beneficiary or his dependents for (i) any and all additional Excise Taxes, income taxes and other taxes that may be imposed on the Executive, his designated beneficiary or his dependents, (ii) any and all interest, fines and penalties that may be imposed on the Executive, his designated beneficiary or his dependents in connection with any such additional Excise Taxes, income taxes or other taxes, and (iii) any and all income and other taxes, including additional Excise Taxes, that may be imposed on the Executive, his designated beneficiary or his dependents in respect of any of the amounts to be paid to Executive, his designated beneficiary or his dependents under clause (i) or (ii) above or under this clause (iii). If it is subsequently determined that the Executive has received a sum greater than necessary to pay any such Excise Taxes, the Executive shall promptly return such overage to the Company. The purpose of this paragraph 10 is to place the Executive, his designated beneficiary and his dependents in the same position on an after-tax basis that each of them would have been in if the Termination Payment and all other amounts payable to the Executive, his designated beneficiary or his dependents under this Agreement or under any plan, program or policy of the Company, and all benefits provided to the Executive or his dependents under this Agreement or under any plan, program or 19 policy of the Company, had not been subject to any Excise Taxes. 11. Attorneys' Fees and Other Costs and Expenses. The Executive, his -------------------------------------------- designated beneficiary and his dependents (and their respective heirs, executors, administrators and personal representatives) shall each be entitled to recover from the Company (and shall be reimbursed by the Company when incurred and upon demand) all attorneys' fees and other costs and expenses, if any, that may be incurred in connection with enforcing or defending the rights of the Executive, his designated beneficiary or his dependents under this Agreement, regardless of the outcome of any litigation or other proceeding relating to such enforcement or defense. The Executive, his designated beneficiary and his dependents (and their respective heirs, executors, administrators and personal representatives) also shall be entitled to recover from the Company interest on the Termination Payment and any other amounts that may be payable to the Executive, his designated beneficiary or his dependents under this Agreement, including, without limitation, amounts required to be reimbursed under the first sentence of this Section, any Excise Tax Reimbursement Amount or Additional Excise Tax Reimbursement Amount under paragraph 10 hereof that are not paid when due, at an annual rate equal to 4% over the corporate base rate as announced from time to time by Citibank, N.A. or its successor 20 (changing as and when such announced corporate base rate changes), compounded monthly, from the date due until paid. Payments received by the Executive, his designated beneficiary or his dependents (or any of their respective heirs, executors, administrators and personal representatives) shall be credited first against accrued interest until all accrued interest is paid in full before any such payment is credited against the Termination Payment or any other amounts that may be payable to the Executive, his designated beneficiary or his dependents under this Agreement. 12. Governing Law. This Agreement will be governed by and construed ------------- in accordance with the laws of the State of Connecticut, without giving effect to the principles of conflicts of laws. 13. Binding Effect; Delegation of Duties Prohibited. This Agreement ----------------------------------------------- will inure to the benefit of and will be binding upon the parties and their respective successors, heirs and legal representatives. The Executive may not assign or delegate his performance of this Agreement. 14. Ownership of Company Property. All written materials, records ----------------------------- and documents made by the Executive or coming into his possession during the Employment Period concerning the Company (other than personal tax and similar information provided by the Company for personal use by the 21 Executive) and all tangible items provided to Executive by the Company during the Employment Period (other than gifts, fringe benefits and other items of compensation) shall be the sole property of the Company, and, upon the Termination Date or upon the request of the Company during the Employment Period, the Executive shall promptly deliver the same to the Company. 15. Waiver of Breach. The waiver by the Company of a breach of any ---------------- provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by the Executive. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company. 16. Headings. The headings contained in this Agreement are for -------- reference purposes only and shall not affect the construction or interpretation of this Agreement. 17. Severability. The invalidity of all or any part of any section ------------ of this Agreement shall not render invalid the remainder of this Agreement or the remainder of such section. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. 18. Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which shall, when 22 executed, be deemed to be an original, but all of which together shall constitute one and the same instrument. 19. Notices. All notices and other communications that are required ------- or may be given under this Agreement must be in writing and will be deemed to have been duly given when delivered in person, when received by telecopy (provided that the sender has retained a copy of the notice showing the date and time of receipt), upon delivery by a nationally recognized overnight courier service, or three days after being mailed by registered or certified first class mail, postage prepaid, return receipt requested, to the party to whom the notice is being given, as follows: If to the Company: ----------------- Magellan International, Inc. (Following the Merger, to PanAmSat Corporation) One Pickwick Plaza Suite 270 Greenwich, CT 06830 Telephone: (203) 622-6664 Facsimile: (203) 622-9163 If to the Executive: ------------------- Frederick A. Landman 146 Clapboard Ridge Road Greenwich, CT 06830 Telephone: (203) 625-9667 Facsimile: (203) 861-8682 20. Entire Agreement. This Agreement may be amended only by an ---------------- agreement in writing signed by both parties. This Agreement contains the entire agreement between 23 the parties or their affiliates with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, oral or written, between the parties or their affiliates with respect to the subject matter of this Agreement including, specifically, the employment agreement between Executive and PanAmSat Corporation dated December 31, 1992, as amended and the severance agreement between Executive 24 and PanAmSat Corporation dated as of May 15, 1996. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. MAGELLAN INTERNATIONAL, INC. By: /s/ Kenneth N. Heintz ------------------------------- Name: Kenneth N. Heintz Title: Treasuer FREDERICK A. LANDMAN By: /s/ Frederick A. Landman ------------------------------- HUGHES COMMUNICATIONS, INC. (Waiving any potential restrictions of applicable agreements and consenting to the actions of the Executive and the obligations of the Company specified in Section 7(j)) By: /s/ Jerald F. Farrell ------------------------------- PANAMSAT CORPORATION (With respect to the termination of the Severance Agreement and Employment Agreement described in Section 20) By: /s/ James W. Cuminale ------------------------------- 25 -----END PRIVACY-ENHANCED MESSAGE-----