amongCredit Agreement • July 10th, 2006 • PanAmSat Holding CORP • Communications services, nec • New York
CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC and LEHMAN BROTHERS INC., as Joint Lead Arrangers and Joint Bookrunners
EXECUTION COPY AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of July 3, 2006 (this "AGREEMENT"), among PANAMSAT CORPORATION, a Delaware corporation (the "BORROWER"), the Guarantors party hereto, CITICORP USA, INC., as Administrative Agent, the...Amendment Agreement • July 10th, 2006 • PanAmSat Holding CORP • Communications services, nec • New York
AmongRegistration Rights Agreement • July 10th, 2006 • PanAmSat Holding CORP • Communications services, nec • New York
PanAmSat Holding Corporation 103/8% Senior Discount Notes Due 2014 Exchange and Registration Rights AgreementPanAmSat Holding CORP • December 17th, 2004 • New York
PanAmSat Holding Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $416,000,000 aggregate principal amount at maturity of its 103/8% Senior Discount Notes Due 2014. As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
INDENTURECovenants • July 10th, 2006 • PanAmSat Holding CORP • Communications services, nec • New York
FORM OF] CREDIT AGREEMENT Dated as of August 20, 2004, as Amended and Restated as of [ ], 2005 among PANAMSAT CORPORATION, as the Borrower The Several Lenders from Time to Time Parties Hereto CITICORP USA, INC., as Administrative Agent CITIGROUP...Credit Agreement • February 7th, 2005 • PanAmSat Holding CORP • Communications services, nec • New York
CREDIT AGREEMENT, dated as of August 20, 2004, as amended and restated as of [ ], 2005 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among PANAMSAT CORPORATION (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CITICORP USA, INC., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Bookrunner, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger, Joint Bookrunner and Syndication Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arranger, Joint Bookrunner and Documentation Agent.
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of PANAMSAT HOLDING CORPORATION dated as of August 20, 2004, amended and restated as of October 14, 2004 and amended and restated as of March , 2005Stockholders Agreement • March 15th, 2005 • PanAmSat Holding CORP • Communications services, nec • New York
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of March , 2005, among PANAMSAT HOLDING CORPORATION, a Delaware corporation (the “Company”), PANAMSAT CORPORATION, a Delaware corporation (“PanAmSat”), and each of the Stockholders (as defined below) and each of the other parties signatory hereto.
VOTING AGREEMENTVoting Agreement • August 29th, 2005 • PanAmSat Holding CORP • Communications services, nec • Delaware
This Voting Agreement (this “Agreement”) is dated as of August 28, 2005, among Intelsat (Bermuda), Ltd., a Bermuda corporation (“Parent”), Proton Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), PanAmSat Holding Corporation, a Delaware corporation (the “Company”), and the shareholders of the Company executing this Agreement on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”).
Form of Management Services Agreement Termination Letter]Letter Agreement • March 15th, 2005 • PanAmSat Holding CORP • Communications services, nec • New York
Reference is made to the letter agreement (the “Fee Letter”) dated August 20, 2004, between PanAmSat Corporation (the “Company”) and [ ]. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Fee Letter.
MERGER AGREEMENT Among INTELSAT (BERMUDA), LTD., PROTON ACQUISITION CORPORATION, and PANAMSAT HOLDING CORPORATION, Dated as of August 28, 2005Merger Agreement • August 29th, 2005 • PanAmSat Holding CORP • Communications services, nec • Delaware
MERGER AGREEMENT (this “Agreement”), dated as of August 28, 2005, among PanAmSat Holding Corporation, a Delaware corporation (the “Company”), Intelsat (Bermuda), Ltd., a Bermuda company (“Parent”), and Proton Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
50,000,000 Shares PanAmSat Holding Corporation COMMON STOCK ($0.01 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2005 • PanAmSat Holding CORP • Communications services, nec • New York
FORM OF RESTRICTED STOCK GRANT AGREEMENT(1)Form of Restricted Stock Grant Agreement • June 14th, 2005 • PanAmSat Holding CORP • Communications services, nec • Delaware
THIS GRANT AGREEMENT (the “Agreement”), dated as of June __, 2005 (the “Grant Date”) is made by and between PanAmSat Holding Corporation, a Delaware corporation (the “Company”), and [NAME] (the “Participant”). Any capitalized terms not otherwise defined herein shall have the same meaning set forth in the Plan (as defined below).
Form of] STOCK OPTION AGREEMENTStock Option Agreement • March 15th, 2005 • PanAmSat Holding CORP • Communications services, nec • Delaware
THIS AGREEMENT, dated as of [ ], (the “Grant Date”) is made by and between PanAmSat Holding Corporation, a Delaware corporation (hereinafter referred to as “Holdco”), and the individual whose name is set forth on the signature page hereof, who is an employee of Holdco or a Subsidiary or Affiliate of Holdco, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).
