Common Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • November 19th, 2004 • PanAmSat Satellite HGS 3, Inc. • Communications services, nec • New York

• Contract Type
  Registration Rights Agreement
• Filed
  November 19th, 2004
• Company
  PanAmSat Satellite HGS 3, Inc.
• Industry
  Communications services, nec
• Jurisdiction
  New York

WHEREAS, PanAmSat Corporation, a Delaware corporation (“PanAmSat”), entered into that certain Transaction Agreement, dated as of April 20, 2004 (the “Transaction Agreement”), by and among Constellation, LLC, a Delaware limited liability company (“Constellation”), the Company, The DIRECTV Group, Inc., a Delaware corporation (“Parent”), and PAS Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which on August 20, 2004, Merger Sub merged with and into PanAmSat and following such merger, PanAmSat repurchased from Parent a number of shares of common stock, par value $.01 per share (“PanAmSat Common Stock”), of PanAmSat, owned by Parent, and Constellation or its assignees acquired from Parent all of the outstanding shares of PanAmSat Common Stock held by Parent following the repurchase;

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • New York

• Contract Type
  Registration Rights Agreement
• Filed
  November 15th, 2004
• Company
  Panamsat Corp /New/
• Industry
  Communications services, nec
• Jurisdiction
  New York

WHEREAS, the Company has entered into that certain Transaction Agreement, dated as of April 20, 2004 (the “Transaction Agreement”), by and among Constellation, LLC, a Delaware limited liability company (“Constellation”), the Company, The DIRECTV Group, Inc., a Delaware corporation (“Parent”), and PAS Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company and following such merger, the Company will repurchase from Parent a number of shares of Common Stock (as defined below), of the Company, owned by Parent, and Constellation or its assignees will acquire from Parent all of the outstanding shares of Common Stock held by Parent following the repurchase;