Exhibit 4.1.2
February 26, 1999
PanAmSat Corporation
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Xxxxxx Communications, Inc.
c/o Xxxxxxx X. Xxxxx
Xxxxxx Electronics Corporation
000 Xxxxx Xxxxxxxxx
X.X. Xxx 000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
Pursuant to Section 3(a) of the Amended and Restated Stockholder
Agreement, dated as of May 16, 1997, between PanAmSat Corporation (the
"Company"), Xxxxxx Communications, Inc. ("HCI") and certain other parties (the
"Agreement"), the Board of Directors of the Company may not have more than ten
members. Terms used herein and not otherwise defined shall take the meaning
given them in the Agreement.
The Company desires to increase the size of its Board of Directors to
eleven members to allow Xxxxxxxxx X. Xxxxxxx to remain on the Board,
notwithstanding his resignation as President and Chief Executive Officer of the
Company, effective on March 31, 1999.
The stockholders of the Company signatory below have beneficial
ownership of 66-2/3% of the Shares held by Minority Stockholders and accordingly
have the right pursuant to Section 8(l) of the Agreement to allow the Board of
Directors of the Company to increase in size.
We agree that notwithstanding the limitation contained in the first
sentence of Section 3(a) of the Agreement, when Xxxxxxxxx X. Xxxxxxx ceases to
be Chief Executive Officer of the Company, the number of members of the Board of
Directors of the Company may be increased to eleven, solely to allow Xxxxxxxxx
X. Xxxxxxx to serve, as one of HCI's designees, as the
eleventh member of the Board of Directors of the Company.
The consent and waiver contained in this letter shall remain in effect
only for so long as Xxxxxxxxx X. Xxxxxxx remains a member of the Board of
Directors of the Company as a designee of HCI.
Other than as expressly set forth above, the Agreement remains
unchanged and in full force and effect.
Yours very truly,
CLASS A HOLDERS
Xxxx Xxxxxxx
-------------------------------------------------------
Name: Xxxx Xxxxxxx, individually and as a trustee of
the Article VII Trust created by the XXXX
XXXXXXX REVOCABLE TRUST DATED JUNE 10, 1994 and
as a successor trustee under the Voting Trust
Agreement dated as of February 28, 1995 and as a
co-trustee of the XXXXX XXXXXXX TRUST DATED
DECEMBER 23, 1991
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