Exhibit 10.81
SHARED SECURITY AGREEMENT
SHARED SECURITY AGREEMENT dated as of February 25, 2002, between
PANAMSAT CORPORATION, a corporation duly organized and validly existing under
the laws of the State of Delaware (together with any successor Borrower under
the below-referenced Credit Agreement, the "Borrower"); each of the Subsidiaries
of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the
signature pages hereto and any other Subsidiary of the Borrower that becomes a
party hereto from time to time after the date hereof (individually, a
"Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors" and,
together with the Borrower, the "Obligors"); and THE BANK OF NEW YORK, a New
York banking corporation, as collateral trustee (in such capacity, together with
its successors in such capacity, the "Collateral Trustee") for the Secured
Parties (as defined below).
The Borrower is party to (a) a Credit Agreement dated as of February
[__], 2002 (as modified and supplemented and in effect from time to time, the
"Credit Agreement") between the Borrower, the lenders or other financial
institutions or entities from time to time parties thereto (the "Lenders) and
Credit Suisse First Boston, as Administrative Agent (the "Administrative
Agent"), and (b) an Indenture dated as of January 16, 1998 (as modified and
supplemented and in effect from time to time, the "Senior 1998 Notes Indenture")
between the Borrower and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as Trustee (the "Indenture Trustee), pursuant to which the
Borrower has issued 6% Notes due 2003, 6-1/8% Notes due 2005, 6-3/8% Notes due
2008, and 6-7/8% Debentures due 2028 in an aggregate outstanding principal
amount of $750,000,000 as of the date hereof (the "Senior 1998 Notes" and,
collectively with the Senior 1998 Notes Indenture, the "Senior 1998 Notes
Documents"). In addition, the Borrower may from time to time be obligated to
various of said Lenders (or their affiliates) in respect of one or more Hedging
Agreements (as defined in the Intercreditor and Collateral Trust Agreement
referred to below).
Pursuant to the provisions of the Senior 1998 Notes Indenture, the
Borrower may not, and may not permit any of its Restricted Subsidiaries (as
defined in the Senior 1998 Notes Indenture) to, secure the Credit Agreement
Obligations (as defined in the Intercreditor and Collateral Trust Agreement
referred to below) with a lien on any Principal Property (as defined in the
Senior 1998 Notes Indenture) or any shares of capital stock or indebtedness of
the Borrower or any such Restricted Subsidiary (such Principal Property, shares
and indebtedness being herein collectively referred to as the "Shared Property")
without equally and ratably securing the Senior 1998 Notes Obligations (as
defined in the Intercreditor and Collateral Trust Agreement referred to below).
In that connection, the Obligors, the Administrative Agent, the Indenture
Trustee and the Collateral Trustee have entered into an Intercreditor and
Collateral Trust Agreement (the "Intercreditor and Collateral Trust Agreement")
pursuant to which the Obligors have requested the Collateral Trustee to act as
collateral trustee, and the Collateral Trustee has agreed to so act as such
collateral trustee, to enable the Borrower to comply with the provisions of the
Senior 1998 Notes Indenture.
It is a condition precedent to the Lenders' obligations to make
loans and issue letters of credit under the Credit Agreement that the Obligors
grant liens on the Shared Property to secure the Credit Agreement Obligations
and the Senior 1998 Notes Obligations. In order, inter alia, to effectuate such
liens insofar as relating to the Subsidiary Guarantors, the Subsidiary
Guarantors have entered into a Guarantee Agreement pursuant to which they have
guaranteed the Credit Agreement Obligations and the Senior 1998 Notes
Obligations.
Accordingly, to induce the Lenders to make loans and issue letters
of credit under the Credit Agreement, and to enter into Hedging Agreements from
time to time with the Borrower, and to equally and ratably secure the Senior
1998 Notes Obligations and the Credit Agreement Obligations, the parties hereto
hereby agree as follows:
Section 1. Definitions.
(a) Defined Terms. Terms defined in the Intercreditor and Collateral
Trust Agreement are used herein as defined therein. The terms "Instrument",
"Investment Property", "Proceeds" and "Software" shall have the meanings
assigned to such terms in Article 9 of the UCC. The term "Financial Assets"
shall have the meanings assigned to such terms in Article 8 of the UCC. In
addition, as used herein, the following terms shall have the following
respective meanings:
"Collateral" has the meaning assigned to such term in Section 3.
"Equity Collateral" has the meaning assigned to such term in Section
3.01(d).
"Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.
"Foreign Subsidiary" means any Subsidiary of the Borrower that is
not organized under the laws of any jurisdiction within the United States
of America.
"Intellectual Property" means all copyrights, patents and trademarks
of the Obligors, together with (i) all inventions, processes, production
methods, proprietary information, know-how and trade secrets; (ii) all
licenses or user or other agreements granted to any Obligor with respect
to any of the foregoing, in each case whether now or hereafter owned or
used; (iii) all information, customer lists, identification of suppliers,
data, plans, blueprints, specifications, designs, drawings, recorded
knowledge, surveys, engineering reports, test reports, manuals, materials
standards, processing standards, performance standards, catalogs, computer
and automatic machinery software and programs; (iv) all field repair data,
sales data and other information relating to sales or service of products
now or hereafter manufactured; (v) all accounting information and all
media in which or on which any information or knowledge or data or records
may
be recorded or stored and all computer programs used for the compilation
or printout of such information, knowledge, records or data; (vi) all
licenses, consents, permits, variances, certifications and approvals of
governmental agencies now or hereafter held by any Obligor (other than FCC
Licenses); and (vii) all causes of action, claims and warranties now or
hereafter owned or acquired by any Obligor in respect of any of the items
listed above.
"Issuers" means, collectively, (i) the respective Restricted
Subsidiaries identified beneath the names of the Obligors in Annex 3 under
the caption "Issuer" and (ii) each other Person that shall at any time be
a Restricted Subsidiary.
"Pledged Debt" means any indebtedness of any Restricted Subsidiary
held by any Obligor, including any promissory notes or other instruments
evidencing any of such indebtedness.
"Pledged Equity" has the meaning assigned to such term in Section
3.01(d).
"Shared Collateral Account" has the meaning assigned to such term in
Section 4.01.
"Special Purpose Foreign Subsidiary" means a Foreign Subsidiary that
(a) is a Restricted Subsidiary, (b) has no significant assets other than
(i) one or more transponders transferred by the Borrower or its Restricted
Subsidiaries to such Foreign Subsidiary, (ii) uplink and customer service
center(s), and (iii) sales office equipment and contracts relating to such
Foreign Subsidiary's sale office or to the sale or lease of transponder
capacity, (c) conducts no business other than the ownership of such
transponders and the sale of transponder capacity or services to third
party customers, (d) has been designated as a "Special Purpose Foreign
Subsidiary" for purposes of the Credit Agreement in a notice by the
Borrower delivered to the Administrative Agent and the Collateral Trustee
(which notice shall include a certification of a Financial Officer to the
effect that the foregoing conditions of this definition have been
satisfied with respect to such Foreign Subsidiary).
(b) Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to
any Person shall be construed to include such Person's successors and assigns,
(c) the words "herein", "hereof" and "hereunder", and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.
Section 2. Representations and Warranties. Each Obligor represents
and warrants to the Secured Parties that:
(a) Title and Priority. Such Obligor has rights in the Collateral in
which it purports to grant a security interest pursuant to Section 3.01
(or has the power to transfer rights in such Collateral to the Collateral
Trustee) and no Lien exists or will exist upon such Collateral at any
time, except for Liens permitted under Section 6.02 of the Credit
Agreement and except for the security interest in favor of the Secured
Parties created pursuant hereto. The security interest created pursuant
hereto constitutes a valid and perfected security interest in the
Collateral in which such Obligor purports to grant a security interest
pursuant to Section 3.01 to the extent the same may be perfected by
filing, possession or control under the Uniform Commercial Code (except
for any period during which such security interests is not required to be
perfected hereunder), subject to no equal or prior Lien except as
expressly permitted by Section 6.02 of the Credit Agreement.
(b) Names, Etc. The full and correct legal name, type of
organization, jurisdiction of organization, organizational ID number (if
applicable) and mailing address of each Obligor as of the date hereof are
correctly set forth in Annex 1. In addition, as of the date hereof, Annex
1 correctly specifies the place of business of each Obligor or, if such
Obligor has more than one place of business, the location of the chief
executive office of such Obligor.
(c) Changes in Circumstances. Such Obligor has not (i) within the
period of four months prior to the date hereof, changed its "location" (as
defined in Section 9-307 of the UCC), (ii) except as specified in Annex 1,
heretofore changed its name, or (iii) except as specified in Annex 2,
heretofore become a "new debtor" (as defined in Section 9-102(a)(56) of
the UCC) with respect to a currently effective security agreement
previously entered into by any other Person.
(d) Status of Pledged Equity. The Pledged Equity as of the date of
delivery of any such Pledged Equity represented by certificated securities
and as of the date hereof for all other Pledged Equity identified under
the name of such Obligor in Annex 3 is, and all other Pledged Equity in
which such Obligor shall hereafter grant a security interest pursuant to
Section 3.01 will be, duly
authorized, validly existing, fully paid and non-assessable (in the case
of any equity interest in a domestic corporation) and duly issued and
outstanding (in the case of any equity interest in any other entity), and,
except as set forth in Annex 5 and as otherwise permitted by the Credit
Agreement, none of such Pledged Equity is or will be subject to any
contractual restriction, or any restriction under the charter, by-laws,
partnership agreement or other organizational document of the respective
Issuer of such Pledged Equity, upon the transfer of such Pledged Equity
(except for any such restriction contained herein or in the Credit
Agreement).
(e) No Other Stock. The Pledged Equity identified under the name of
such Obligor in Annex 3 constitutes all of the issued and outstanding
shares of capital stock, partnership or other ownership interest of any
class or character of the Issuers (and, in the case of Foreign
Subsidiaries, 65% of the voting stock thereof and 100% of any other
capital stock thereof) beneficially owned by such Obligor on the date
hereof (whether or not registered in the name of such Obligor) and Annex 3
correctly identifies, as at the date hereof, the respective Issuers of
such Pledged Equity and (in the case of any corporate Issuer) the
respective class and par value of the shares constituting such Pledged
Equity and the respective number of shares (and registered owners thereof)
represented by each such certificate (other than any such shares that are
not evidenced by a certificate).
Section 3.01 Collateral. As collateral security for the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Secured Obligations, whether now existing or hereafter from
time to time arising, each Obligor hereby pledges and grants to the Collateral
Trustee, for the benefit of the Secured Parties as hereinafter provided, a
security interest in all of such Obligor's right, title and interest in, to and
under the following property, whether now owned by such Obligor or hereafter
acquired and whether now existing or hereafter coming into existence (all,
subject to the exclusions in Section 3.02, being collectively referred to herein
as the "Collateral"):
(a) the Satellites and associated equipment, including all ground
segment equipment for tracking, telemetry, control and monitoring of the
Satellites located at any TT&C Station;
(b) any agreements relating to any of the Satellites or associated
equipment referred to in the foregoing clause (a) (including any agreement
for the purchase of any Satellite and any policy of insurance covering
risk of loss or damage to any Satellite);
(c) the Pledged Debt;
(d) the shares of common and preferred stock of, or partnership and
other ownership interest in, the Issuers identified in Annex 3 under the
name of such Obligor and all other shares of capital stock, or partnership
and other ownership interest, of whatever class or character of any
Issuer, now or hereafter owned by
such Obligor, and all certificates evidencing the same (collectively, the
"Pledged Equity"), together with, in each case:
(i) all shares, securities, moneys or property representing a
dividend on any of the Pledged Equity, or representing a
distribution or return of capital upon or in respect of the Pledged
Equity, or resulting from a split-up, revision, reclassification or
other like change of the Pledged Equity or otherwise received in
exchange therefor, and any subscription warrants, rights or options
issued to the holders of, or otherwise in respect of, the Pledged
Equity; and
(ii) without affecting the obligations of such Obligor under
any provision prohibiting such action hereunder or under any Debt
Instrument, in the event of any consolidation or merger in which an
Issuer is not the surviving entity, all ownership interests of any
class or character of the successor entity (unless such successor
entity is such Obligor itself) formed by or resulting from such
consolidation or merger (the Pledged Equity, together with all other
certificates, shares, securities, properties or moneys as may from
time to time be pledged hereunder pursuant to this clause (ii) and
clause (i) above being herein collectively called the "Equity
Collateral");
(e) all Software and Intellectual Property to the extent necessary
for the proper telemetry, tracking, control and monitoring of the
Satellites;
(f) the Shared Collateral Account and the balance from time to time
therein; and
(h) all Proceeds (including all proceeds of insurance), products,
offspring, accessions, rents, profits, income, benefits, substitutions and
replacements of and to any of the Collateral and, to the extent related to
any Collateral, all books, correspondence, credit files, records, invoices
and other papers, including all tapes, cards, computer runs and other
papers and documents in the possession or under the control of such
Obligor or any computer bureau or service company from time to time acting
for such Obligor;
provided that (i) in the case of any of the foregoing that consists of general
or limited partnership interests in a general or limited partnership, the
security interest hereunder shall be deemed to be created only to the maximum
extent permitted under the applicable organizational instrument pursuant to
which such partnership is formed, and (ii) in the case of any of the foregoing
that consists of capital stock or other ownership interests in any Foreign
Subsidiary (other than a Special Purpose Foreign Subsidiary), the security
interest hereunder shall be limited to 65% of the voting stock of such
Subsidiary and 100% of any other capital stock of such Subsidiary (or such
greater percentage of such stock of such Foreign Subsidiary as shall be agreed
to by the Obligors pursuant to the requirements of Section 5.11 of the Credit
Agreement).
Section 3.02 Excluded Property. Notwithstanding the foregoing, the
Collateral shall not include any property (i) to the extent such property is
prohibited from being assigned or encumbered by a Lien under any agreement
related thereto (including any agreement relating to Indebtedness incurred to
finance such property and permitted under Section 6.01(i) of the Credit
Agreement) and such prohibition is not overridden by the applicable provisions
of the UCC, (ii) in the definition of "Property" in any Mortgage made in favor
of or to be made in favor of the Collateral Trustee, (iii) shares of stock or
other equity interests of the Borrower or any of its Restricted Subsidiaries in
any Joint Venture or Unrestricted Subsidiary (but only to the extent that a
pledge of such shares of stock pursuant to the Security Documents is prohibited
by such Person's organizational documents, or by an agreement or other
instrument to which such Person is a party, and the existence of such
prohibition has been demonstrated to the satisfaction of the Administrative
Agent and the Administrative Agent has so advised the Collateral Trustee), (iv)
all real property, other than any real property on which any tracking,
telemetry, control and monitoring or teleport facility of the Borrower or any of
its Restricted Subsidiaries is situated and (v) property as to which the
Borrower has demonstrated to the satisfaction of the Administrative Agent (and
as to which the Administrative Agent has so advised the Collateral Trustee),
that the expense, tax or regulatory consequences or difficulty of subjecting
such property to the Lien of the Security Documents would not, in light of the
benefits that would accrue to the Lenders, justify such property being so
subject to such Lien.
In addition, to the extent that any Person shall enter into or be a
party to a Hedging Agreement with the Borrower at the time that such Person (or
an affiliate thereof) is a Lender under the Credit Agreement, such Hedging
Agreement shall cease to be entitled to the benefits of this Agreement in the
event that such Lender assigns all of its loans and commitments under the Credit
Agreement and is no longer a Lender under the Credit Agreement.
Section 4. Cash Proceeds of Collateral.
4.01 Shared Collateral Account. The Collateral Trustee will cause to
be established at a banking institution to be selected by the Collateral Trustee
a cash collateral account (the "Shared Collateral Account"), which
(i) to the extent of all Investment Property or Financial Assets
(other than cash) shall be a "securities account" (as defined in Section
8-501 of the UCC) in respect of which the Collateral Trustee shall be the
"entitlement holder" (as defined in Section 8-102(a)(7) of the UCC)) and
(ii) to the extent of any cash, shall be a Deposit Account in
respect of which the Collateral Trustee is the customer (as contemplated
by 9-104(a)(3) of the UCC),
in each case into which there shall be deposited from time to time the cash
proceeds of any of the Collateral (including proceeds of insurance thereon)
required to be delivered to the Collateral Trustee pursuant hereto and into
which the Obligors may from time to time deposit any additional amounts that any
of them wishes to pledge to the Collateral Trustee for the benefit of the
Secured Parties as additional collateral security hereunder or that, as provided
in Section 2.10(b)(i) or 2.10(b)(iii)(B) of the Credit Agreement, the Borrower
is required to pledge as additional security for the Secured Obligations. The
balance from time to time in the Shared Collateral Account shall constitute part
of the Collateral hereunder and shall remain in the Shared Collateral Account
until such time as either (A) the Administrative Agent shall direct the
Collateral Trustee to remit the same for Reinvestment by the Borrower or its
Subsidiaries (in which event the Collateral Trustee shall so remit the same to
the Borrower), (B) the Borrower shall direct that such amounts be applied to the
payment of the Secured Obligations in the manner specified in Section 5.09 or
(C) following the occurrence and during the continuance of an Event of Default,
the Administrative Agent or, to the extent provided in Section 3.03(b) of the
Intercreditor and Collateral Trust Agreement, the Requisite Secured Parties,
shall direct that such amounts be applied to the payment of the Secured
Obligations in the manner specified in Section 5.09. The balance from time to
time in the Shared Collateral Account shall be subject to withdrawal only as
provided herein.
In connection with the foregoing, the Obligors agree to execute and
deliver such control agreements with the Collateral Trustee and the banking
institution at which such the Shared Collateral Account is to be established to
the extent requested by the Administrative Agent to perfect the security
interest therein created hereunder.
4.02 Proceeds. Each Obligor agrees that, at any time after the
occurrence and during the continuance of an Event of Default, and upon the
request of the Administrative Agent, if the proceeds of any Collateral hereunder
shall be received by it, such Obligor shall as promptly as possible deposit such
Proceeds into the Shared Collateral Account. Until so deposited, following any
such request all such Proceeds shall be held in trust by such Obligor for and as
the property of the Collateral Trustee and shall not be commingled with any
other funds or property of such Obligor. Notwithstanding the foregoing, if at
any time any Obligor receives Proceeds from a Casualty Event or a Disposition
affecting Shared Property, such Obligor shall as promptly as possible deposit
such Proceeds into the Shared Collateral Account.
4.03 Investment of Balance in Shared Collateral Account. The cash
balance standing to the credit of the Shared Collateral Account shall be
invested from time to time in such Permitted Investments as the respective
Obligor through the Borrower (or, after the occurrence and during the
continuance of an Event of Default, the Collateral Trustee at the written
direction of the Administrative Agent) shall determine, which Permitted
Investments shall be held in the name and be under the control of the Collateral
Trustee (and credited to the Shared Collateral Account), provided that at any
time after the occurrence and during the continuance of an Event of Default, the
Collateral Trustee shall (if instructed by the Borrower or the Administrative
Agent or, to the extent provided in Section 3.03(b) of the Intercreditor and
Collateral Trust
Agreement, the Requisite Secured Parties) at any time and from time to time
liquidate any such Permitted Investments and apply or cause to be applied the
proceeds thereof to the payment of the Secured Obligations in the manner
specified in Section 5.09.
Section 5. Further Assurances; Remedies. In furtherance of the grant
of the pledge and security interest pursuant to Section 3.01, the Obligors
hereby jointly and severally agree with the Collateral Trustee for the benefit
of the Secured Parties as follows:
5.01 Delivery and Other Perfection. Each Obligor shall:
(a) if any of the shares, securities, moneys or property required to
be pledged by such Obligor under Section 3.01(d) are received by such
Obligor, forthwith either (x) transfer and deliver to the Collateral
Trustee such shares or securities so received by such Obligor (together
with the certificates for any such shares, if any, and securities duly
endorsed in blank or accompanied by undated stock powers duly executed in
blank), all of which thereafter shall be held by the Collateral Trustee,
pursuant to the terms of this Agreement, as part of the Collateral or (y)
take such other action as the Administrative Agent shall deem necessary or
appropriate to duly record the Lien created hereunder in such shares,
securities, moneys or property in said clause (d), provided that the
Obligors need not deliver certificates evidencing any equity interest in a
Foreign Subsidiary if (i) in the case of any Foreign Subsidiary in
existence on the date hereof, such certificates cannot on the date hereof
be located, so long as the Borrower agrees with the Administrative Agent
to cause such certificates accompanied by undated stock powers or
endorsements executed in blank to be delivered within 30 days of the date
hereof, or such longer period, but not in any event longer than 90 days,
as shall be satisfactory to the Administrative Agent or (ii) such equity
interests are uncertificated or, under applicable law, may not be held in
New York;
(b) deliver and pledge to the Collateral Trustee any and all
Instruments constituting part of the Collateral in which such Obligor
purports to grant a security interest hereunder relating to amounts
exceeding $5,000,000 (unless an Event of Default shall have occurred and
be continuing, in which case the foregoing threshold limit shall not
apply), endorsed and/or accompanied by such instruments of assignment and
transfer in such form and substance as the Collateral Trustee or the
Administrative Agent may request; provided that so long as no Event of
Default shall have occurred and be continuing, such Obligor may retain for
collection in the ordinary course any such Instruments received by such
Obligor in the ordinary course of business and the Collateral Trustee
shall, promptly upon the request of such Obligor through the Borrower,
make appropriate arrangements for making any such Instrument pledged by
such Obligor available to such Obligor for purposes of presentation,
collection or renewal (any such arrangement to be effected, to the extent
deemed appropriate by the Collateral Trustee or the Administrative Agent,
against trust receipt or like document);
(c) give, execute, deliver, file, record, authorize or obtain all
such financing statements, notices, instruments, documents, agreements or
consent or other papers, and take such other action, as may be necessary
or desirable (in the judgment of the Administrative Agent) to create,
preserve, perfect, validate or preserve the priority of the security
interest granted pursuant hereto or to enable the Collateral Trustee to
exercise and enforce its rights hereunder with respect to such pledge and
security interest, including, but only while an Event of Default has
occurred and is continuing, causing any or all of the Equity Collateral to
be transferred of record into the name of the Collateral Trustee or its
nominee (and the Collateral Trustee agrees that if any Equity Collateral
is transferred into its name or the name of its nominee, the Collateral
Trustee will thereafter promptly give to the respective Obligor copies of
any notices and communications received by it with respect to the Equity
Collateral pledged by such Obligor hereunder), provided that (i) unless
and until an Event of Default shall have occurred and be continuing, such
Obligor shall not be required to take action to perfect the security
interest of the Collateral Trustee in any Deposit Account (other than the
Shared Collateral Account) constituting any part of the Collateral
hereunder and (ii) this clause (c) shall not be applicable to Instruments
(as to which clause (b) above shall be applicable);
(d) keep full and accurate books and records relating to the
Collateral, and stamp or otherwise xxxx such books and records in such
manner as the Collateral Trustee or the Administrative Agent may
reasonably require in order to reflect the security interests granted by
this Agreement; and
(e) permit representatives of the Administrative Agent and the
Collateral Trustee, upon reasonable prior notice, to visit and inspect its
properties, to examine and make abstracts from its books and records
pertaining to the Collateral and forward to the Collateral Trustee copies
of any notices or communications received by such Obligor with respect to
the Collateral, and (at any time following the occurrence and during the
continuance of an Event of Default) permit representatives of the
Administrative Agent and the Collateral Trustee to be present at such
Obligor's place of business to receive copies of all communications and
remittances relating to the Collateral, all in such manner as the
Administrative Agent may require.
The parties hereto recognize that the Uniform Commercial Code does not as of the
date hereof expressly address the perfection of security interests in
Satellites. The Obligors agree that, in the event that there is a change in
applicable law that provides for the recognition of the perfection of security
interests in orbiting Satellites, the Obligors shall take such action as shall
be requested by the Administrative Agent to perfect the security interest
granted in accordance with Section 3.01 with respect to orbiting Satellites.
5.02 Other Financing Statements and Liens. Except with respect to
Liens permitted under Section 6.02 of the Credit Agreement, without the prior
written consent
of the Collateral Trustee (granted with the authorization of the Administrative
Agent), no Obligor shall (a) file or suffer to be on file, or authorize or
permit to be filed or to be on file, in any jurisdiction, any financing
statement or like instrument with respect to any of the Collateral in which the
Collateral Trustee is not named as the sole secured party for the benefit of the
Secured Parties, or (b) cause or permit any Person other than the Collateral
Trustee to have "control" (as defined in Section 9-106 of the UCC) of any
Investment Property constituting part of the Collateral.
5.03 Preservation of Rights. No Secured Party shall be required to
take steps necessary to preserve any rights against prior parties to any of the
Collateral.
5.04 Special Provisions Relating to Equity Collateral.
(1) Percentage Pledged. The Obligors will cause the Equity
Collateral to constitute at all times 100% of the total number of shares of each
class of capital stock of each Issuer then outstanding held by the Obligors,
provided that in the case of any Issuer that is a Foreign Subsidiary (other than
a Special Purpose Foreign Subsidiary), the Obligors shall only be required to
pledge 65% of the total number of shares of the voting stock of each such Issuer
then issued and outstanding (to the extent held by them) and 100% of the total
number of shares of all other classes of capital stock of each such Issuer then
issued and outstanding (to the extent held by them), or such greater percentage
of such stock of such Foreign Subsidiary as shall be agreed to by the Obligors
pursuant to the requirements of Section 5.11 of the Credit Agreement.
(2) Voting and Other Rights. So long as no Event of Default shall
have occurred and be continuing, the Obligors shall have the right to exercise
all voting, consensual and other powers of ownership pertaining to the Equity
Collateral for all purposes not inconsistent with the terms of any Debt
Instrument or any other instrument or agreement referred to herein or therein,
provided that the Obligors jointly and severally agree that they will not vote
the Equity Collateral in any manner that is inconsistent with the terms of any
Debt Instrument or any such other instrument or agreement; and the Collateral
Trustee shall execute and deliver to the Obligors or cause to be executed and
delivered to the Obligors all such proxies, powers of attorney, dividend and
other orders, and all such instruments, without recourse, as the Obligors may
reasonably request for the purpose of enabling the Obligors to exercise the
rights and powers that they are entitled to exercise pursuant to this Section
5.04(2).
(3) Dividends, Etc. Unless and until an Event of Default has
occurred and is continuing and the Administrative Agent shall have made a
request therefor to the Borrower, the Obligors shall be entitled to receive and
retain any dividends, distributions or proceeds in respect of the Equity
Collateral.
(4) Rights Following Default. If any Event of Default shall have
occurred and the Collateral Trustee shall have made a request therefor to the
Borrower, then so long as such Event of Default shall continue, and whether or
not the Collateral Trustee or any Secured Party exercises any available right to
declare any Secured Obligation due
and payable or seeks or pursues any other relief or remedy available to it under
applicable law or under any Debt Instrument or any other agreement relating to
such Secured Obligation, all dividends and other distributions on the Equity
Collateral shall be paid directly to the Collateral Trustee and retained by it
in the Shared Collateral Account as part of the Equity Collateral, subject to
the terms of this Agreement, and, if the Collateral Trustee shall so request in
writing, the Obligors jointly and severally agree to execute and deliver to the
Collateral Trustee appropriate additional dividend, distribution and other
orders and documents to that end, provided that if such Event of Default is
cured, any such dividend or distribution theretofore paid to the Collateral
Trustee shall, upon the request of the Obligors (except to the extent
theretofore applied to the Secured Obligations), be returned by the Collateral
Trustee to the Obligors.
5.05 Events of Default, Etc. During the period during which an Event
of Default shall have occurred and be continuing:
(a) each Obligor shall, upon the request of the Collateral Trustee,
assemble the Collateral owned by it to the extent commercially reasonable
at such place or places, reasonably convenient to both the Collateral
Trustee and such Obligor, designated in such request;
(b) the Collateral Trustee may make any reasonable compromise or
settlement deemed desirable with respect to any of the Collateral and may
extend the time of payment, arrange for payment in installments, or
otherwise modify the terms of, any of the Collateral;
(c) the Collateral Trustee shall have all of the rights and remedies
with respect to the Collateral of a secured party under the Uniform
Commercial Code (whether or not the Uniform Commercial Code is in effect
in the jurisdiction where the rights and remedies are asserted) and such
additional rights and remedies to which a secured party is entitled under
the laws in effect in any jurisdiction where any rights and remedies
hereunder may be asserted, including the right, to the maximum extent
permitted by law, to exercise all voting, consensual and other powers of
ownership pertaining to the Collateral as if the Collateral Trustee were
the sole and absolute owner thereof (and each Obligor agrees to take all
such action as may be appropriate to give effect to such right);
(d) the Collateral Trustee in its discretion may, in its name or in
the name of the Obligors or otherwise, demand, xxx for, collect or receive
any money or property at any time payable or receivable on account of or
in exchange for any of the Collateral, but shall be under no obligation to
do so; and
(e) the Collateral Trustee may, upon ten Business Days' prior
written notice to the Obligors of the time and place, with respect to the
Collateral or any part thereof that shall then be or shall thereafter come
into the possession, custody or control of the Collateral Trustee, the
other Secured Parties or any of their respective agents, sell, lease,
assign or otherwise dispose of all or any part of such
Collateral, at such place or places as the Collateral Trustee deems best,
and for cash or for credit or for future delivery (without thereby
assuming any credit risk), at public or private sale, without demand of
performance or notice of intention to effect any such disposition or of
the time or place thereof (except such notice as is required above or by
applicable statute and cannot be waived), and any Secured Party or anyone
else may be the purchaser, lessee, assignee or recipient of any or all of
the Collateral so disposed of at any public sale (or, to the extent
permitted by law, at any private sale) and thereafter hold the same
absolutely, free from any claim or right of whatsoever kind, including any
right or equity of redemption (statutory or otherwise), of the Obligors,
any such demand, notice and right or equity being hereby expressly waived
and released. The Collateral Trustee may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from
time to time by announcement at the time and place fixed for the sale, and
such sale may be made at any time or place to which the sale may be so
adjourned.
The Proceeds of each collection, sale or other disposition under this Section
5.05 shall be applied in accordance with Section 5.09.
The Obligors recognize that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, and applicable state
securities laws, the Collateral Trustee may be compelled, with respect to any
sale of all or any part of the Collateral, to limit purchasers to those who will
agree, among other things, to acquire the Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. The
Obligors acknowledge that any such private sales may be at prices and on terms
less favorable to the Collateral Trustee than those obtainable through a public
sale without such restrictions, and, notwithstanding such circumstances, agree
that any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Collateral Trustee shall have no obligation to
engage in public sales and no obligation to delay the sale of any Collateral for
the period of time necessary to permit the respective Issuer or issuer thereof
to register it for public sale.
5.06 Deficiency. If the proceeds of sale, collection or other
realization of or upon the Collateral pursuant to Section 5.05 are insufficient
to cover the costs and expenses of such realization and the payment in full of
the Secured Obligations, the Obligors shall remain liable for any deficiency.
5.07 Removals, Etc. Without at least 30 days' prior written notice
to the Collateral Trustee and the Administrative Agent, no Obligor shall change
its "location" (as defined in Section 9-307 of the UCC) or change its name from
the name shown as its current legal name in Annex 1.
5.08 Private Sale. None of the Secured Parties shall incur any
liability as a result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 5.05 conducted in a commercially reasonable
manner and otherwise in compliance with the UCC. Each Obligor hereby waives any
claims against any Secured
Party arising by reason of the fact that the price at which the Collateral may
have been sold at such a private sale was less than the price that might have
been obtained at a public sale or was less than the aggregate amount of the
Secured Obligations, even if the Collateral Trustee accepts the first offer
received and does not offer the Collateral to more than one offeree.
5.09 Application of Proceeds. Except as otherwise herein expressly
provided, the Proceeds of any collection, sale or other realization of all or
any part of the Collateral pursuant hereto, and any other cash at the time held
by the Collateral Trustee under Section 4 or this Section 5, shall be applied by
the Collateral Trustee in the manner set forth in the Intercreditor and
Collateral Trust Agreement; provided however that if the Intercreditor and
Collateral Trust Agreement shall not be in effect, such Proceeds and cash shall
be applied by the Collateral Trustee as follows:
First, to the payment of the costs and expenses of such collection,
sale or other realization, including reasonable out-of-pocket costs and
expenses of the Administrative Agent and each other Secured Party and the
fees and expenses of such Person's counsel, and all expenses incurred and
advances made by the Administrative Agent or such other Secured Party in
connection therewith;
Second, after and giving effect to the payment in full of the
Secured Obligations referred to in clause first above, to the payment in
full of the Credit Agreement Obligations, in each case equally and ratably
in accordance with the respective amounts thereof then due and owing or as
the holders of the Credit Agreement Obligations may otherwise agree; and
Finally, after payment in full of all Secured Obligations and the
termination of all of the commitments and letters of credit under the
Credit Agreement, to the applicable Obligor or its successors or assigns,
as its interests may appear.
5.10 Attorney-in-Fact. Without limiting any rights or powers granted
by this Agreement to the Collateral Trustee while no Event of Default has
occurred and is continuing, upon the occurrence and during the continuance of
any Event of Default the Collateral Trustee is hereby appointed the
attorney-in-fact of each Obligor for the purpose of carrying out the provisions
of this Section 5 and taking any action and executing any instruments that the
Collateral Trustee may deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, so long as the
Collateral Trustee shall be entitled under this Section 5 to make collections in
respect of the Collateral, the Collateral Trustee shall have the right and power
to receive, endorse and collect all checks made payable to the order of any
Obligor representing any dividend, payment or other distribution in respect of
the Collateral or any part thereof and to give full discharge for the same.
5.11 Perfection at Closing. Prior to or concurrently with the
execution and delivery of this Agreement, each Obligor shall (i) other than for
any property excluded from the Collateral pursuant to Section 3.02, file such
financing statements and other documents in such offices as the Administrative
Agent may request to perfect the security interests granted by Section 3.01, and
(ii) deliver to the Collateral Trustee all certificates identified in Annex 3,
accompanied by undated stock powers duly executed in blank, and, to the extent
required under Section 5.01(b), all promissory notes and other instruments
evidencing any Pledged Debt identified in Annex 4 (provided that the Obligors
need not deliver certificates evidencing any equity interest in a Foreign
Subsidiary if in the case of any Foreign Subsidiary in existence on the date
hereof, such certificates cannot on the date hereof be located, so long as the
Borrower agrees with the Administrative Agent to cause such certificates
accompanied by undated stock powers or endorsements executed in blank to be
delivered within 30 days of the date hereof, or such longer period, but not in
any event longer than 90 days, as shall be satisfactory to the Administrative
Agent).
Without limiting the foregoing, each Obligor consents that Uniform
Commercial Code financing statements may be filed describing the Collateral as
set forth in Section 3. Notwithstanding the foregoing, unless and until an Event
of Default shall have occurred and be continuing, no Obligor shall be required
to take action to perfect the security interest in any Deposit Account of such
Obligor constituting part of the Collateral other than in respect of the Shared
Collateral Account.
5.12 Termination. This Agreement and the security interests granted
hereby shall cease to be effective
(a) with respect to the Senior 1998 Notes Obligations on the earlier
of the date (i) on which all the Senior 1998 Notes shall have been paid to
the holders thereof and (ii) that is ten days after the provisions of the
Senior 1998 Notes Indenture that require equal and ratable security shall
be held to be invalid, void or unenforceable by the final judgment of a
court of competent jurisdiction, no longer subject to appeal or review and
(b) when all of the Credit Agreement Obligations have been paid in
full and the commitments and letters of credit under the Credit Agreement
have terminated, and the Administrative Agent has given written
notification thereof to the Collateral Trustee, or when the Administrative
Agent shall have authorized the release of the Liens created hereunder and
the termination of this Agreement pursuant to Section 7 of the
Intercreditor and Collateral Trust Agreement,
whereupon, in the case of the foregoing clause (b), the Collateral Trustee shall
(x) forthwith cause to be assigned, transferred and delivered, against receipt
but without any recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect thereof, to or on the order of the
respective Obligor and (y) execute and deliver to the respective Obligor upon
such termination such Uniform Commercial Code termination statements and such
other documentation as shall be
reasonably requested by the respective Obligor to effect the termination and
release of the Liens on the Collateral; provided however that any release of
such Pledgor or any Collateral after the occurrence and during the continuance
of a Triggering Event (as defined in the Intercreditor and Collateral Trust
Agreement) shall be subject to the prior approval of the Requisite Secured
Parties.
5.13 Further Assurances. Each Obligor agrees that, from time to time
upon the written request of the Collateral Trustee, such Obligor will execute
and deliver such further documents and do such other acts and things as the
Collateral Trustee may reasonably request in order fully to effect the purposes
of this Agreement.
Section 6. Miscellaneous.
6.01 Notices. All notices and other communications provided for
herein (a) to the Obligors, the Administrative Agent, the Indenture Trustee or
the Collateral Trustee shall be in writing and shall be delivered to the
intended recipient as specified in Section 8.03 of the Intercreditor and
Collateral Trust Agreement and shall be deemed to have been given at the times
specified in said Section 8.03, (b) to the Credit Agreement Secured Parties,
shall be delivered to the Administrative Agent as provided above and (c) to the
holders from time to time of the Senior 1998 Notes, shall be delivered to the
Indenture Trustee as provided above.
6.02 No Waiver. No failure on the part of any Secured Party to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by any Secured Party of any right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies herein are cumulative and are
not exclusive of any remedies provided by law.
6.03 Amendments, Etc. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by each
Obligor and the Collateral Trustee, subject to any consents required in
accordance with Section 7.03 of the Intercreditor and Collateral Trust Agreement
(or, if the Intercreditor and Collateral Trust Agreement shall not be in effect,
Section 9.02 of the Credit Agreement). Any such amendment or waiver shall be
binding upon the Secured Parties, each holder of any of the Secured Obligations
and each Obligor.
6.04 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of each
Obligor, the Secured Parties and each holder of any of the Secured Obligations
(provided however that no Obligor shall assign or transfer its rights or
obligations hereunder without the prior written consent of the Collateral
Trustee and the Administrative Agent).
6.05 Counterparts. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. Delivery
of an executed counterpart of a signature page to this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this
Agreement.
6.06 Governing Law. This Agreement shall be construed in accordance
with and governed by the law of the State of New York.
6.07 Captions. The captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.
6.08 Certain Regulatory Requirements. Any provision contained herein
to the contrary notwithstanding, no action shall be taken hereunder by the
Collateral Trustee or any Secured Party with respect to any item of Collateral
unless and until all applicable requirements (if any) of the FCC under the
Communications Act of 1934, as amended, and the respective rules and regulations
thereunder and thereof, as well as any other federal, state or local laws, rules
and regulations of other regulatory or governmental bodies applicable to or
having jurisdiction over the Obligors (or any entity under the control of the
Obligors), have been satisfied with respect to such action and there have been
obtained such consents, approvals and authorizations (if any) as may be required
to be obtained from the FCC and any other governmental authority under the terms
of any license or operating right held by the Obligors (or any entity under the
control of the Obligors).
Without limiting the generality of the foregoing, the Collateral
Trustee (on behalf of itself and the Secured Parties) hereby agrees that (a)
voting and consensual rights in the ownership interest of any Obligor (the
"Pledged Interest") will remain with the holders of such voting and consensual
rights upon and following the occurrence of an Event of Default unless and until
any required prior approvals of the FCC to the transfer of such voting and
consensual rights to the Collateral Trustee shall have been obtained; (b) upon
the occurrence of any Event of Default and foreclosure of the Pledged Interest
pursuant to this Agreement there will be either a private or public sale of the
Pledged Interests; and (c) prior to the exercise of voting or consensual rights
by the purchaser at any such sale, the prior consent of the FCC pursuant to 47
U.S.C. ss.310(d) will be obtained, , as well as such licenses, approvals,
authorizations and consents as may be required by the U.S. Department of State
pursuant to the International Traffic in Arms Regulations and the U.S.
Department of Commerce pursuant to the Export Administration Regulations.
It is the intention of the parties hereto that the Liens in favor of
the Administrative Agent on the Collateral shall in all relevant aspects be
subject to and governed by said statutes, rules and regulations and that nothing
in this Agreement shall be construed to diminish the control exercised by the
Obligors except in accordance with the provisions of such statutory
requirements, rules and regulations. Each Obligor agrees that upon the request
from time to time by the Administrative Agent it will actively pursue obtaining
any governmental, regulatory or third party consents, approvals or
authorizations referred to in this Section 6.08, including, upon any request of
the
Collateral Trustee following an Event of Default, the preparation, signing and
filing with (or causing to be prepared, signed and filed with) (i) the FCC of
any application or application for consent to the assignment of the FCC Licenses
or transfer of control required to be signed by the Borrower or any of its
Subsidiaries necessary or appropriate under the FCC's rules and regulations for
approval of any sale or transfer of any of the Pledged Interests or the assets
of the Borrower or any of its Subsidiaries or any transfer of control in respect
of any FCC License, and (ii) the U.S. Department of State pursuant to the
International Traffic in Arms Regulations and the U.S. Department of Commerce
pursuant to the Export Administration Regulations, as applicable, any
application for consent to transfer the Pledged Interests or the assets of the
Borrower or any of its Subsidiaries necessary or appropriate under such
regulations.
6.09 Agents and Attorneys-in-Fact. The Collateral Trustee may employ
agents and attorneys-in-fact in connection herewith and shall not be responsible
for the gross negligence or willful misconduct of any such agents or
attorneys-in-fact selected by it in good faith.
6.10 Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
6.11 Additional Obligors. As contemplated in Section 5.11(a) of the
Credit Agreement, a new Subsidiary of the Borrower formed or acquired by the
Borrower after the date hereof may become a "Subsidiary Guarantor" under the
Guarantee Agreement and an "Obligor" under this Agreement and the Intercreditor
and Collateral Trust Agreement by executing and delivering to the Administrative
Agent and the Collateral Trustee a Guarantee Assumption Agreement in the form of
Exhibit F to the Credit Agreement. Accordingly, upon the execution and delivery
of any such Guarantee Assumption Agreement by any such Subsidiary, such new
Subsidiary shall automatically and immediately, and without any further action
on the part of any Person, become an "Obligor" for all purposes of this
Agreement, and each of the Annexes hereto shall be supplemented in the manner
specified in such Guarantee Assumption Agreement.
6.12 Incorporation by Reference. In acting hereunder, the Collateral
Trustee is entitled to all rights, privileges, protections, immunities and
indemnities provided to it under the Intercreditor and Collateral Trust
Agreement.
6.13 Covenant of Quiet Enjoyment. The Collateral Trustee hereby
agrees that, with respect to any transponder lease or a lease of an Excluded
Satellite constituting any Collateral hereunder, the Collateral Trustee shall be
deemed to have consented to a covenant of quiet enjoyment in substantially the
form of Annex 1 to the Intercreditor and Collateral Trust Agreement, which
consent shall be for the benefit of the respective lessee under such lease. The
Collateral Trustee hereby consents to the Obligors delivering a
copy of this Security Agreement and of said Annex 1 to any lessee party to any
such lease to demonstrate the Collateral Trustee's agreement hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
PANAMSAT CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Title: Executive Vice President and
Chief Financial Officer
Name: Xxxxxxx X. Xxxxxxx
SUBSIDIARY GUARANTORS
NET/36, INC. PANAMSAT ASIA CARRIER
SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Title: Senior Vice President and
Corporate Development and Chief Financial Officer
Corporate Secretary
PANAMSAT CAPITAL CORPORATION PANAMSAT CARRIER SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Title: Senior Vice President and
Corporate Development, Chief Financial Officer
General Counsel and
Corporate Secretary
PANAMSAT COMMUNICATIONS PANAMSAT COMMUNICATIONS
CARRIER SERVICES, INC. JAPAN, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Title: Senior Vice President and
Corporate Development, Chief Financial Officer
General Counsel and
Corporate Secretary
PANAMSAT COMMUNICATIONS PANAMSAT INDIA, INC.
SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Title: Senior Vice President and
Corporate Development, Chief Financial Officer
General Counsel and
Corporate Secretary
PANAMSAT INDIA MARKETING, L.L.C. PANAMSAT INTERNATIONAL
HOLDINGS, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Manager Title: Senior Vice President and
Chief Financial Officer
PANAMSAT INTERNATIONAL PANAMSAT INTERNATIONAL
SALES, INC. SYSTEMS, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Title: Senior Vice President and
Corporate Development, Chief Financial Officer
General Counsel and
Corporate Secretary
PANAMSAT INTERNATIONAL PANAMSAT INTERNATIONAL
SYSTEMS, L.L.C. SYSTEMS MARKETING, LLC
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Manager Title: Manager
PANAMSAT LICENSEE CORP. PANAMSAT MARKETING
CORPORATION
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Title: Senior Vice President and
Corporate Development, Chief Financial Officer
General Counsel and
Corporate Secretary
PAS INTERNATIONAL SERVICE AND EQUIPMENT
EMPLOYMENT, INC. CORPORATION
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Title: Senior Vice President and
Corporate Development, Chief Financial Officer
General Counsel and
Corporate Secretary
SOUTHERN SATELLITE CORP. SOUTHERN SATELLITE
LICENSEE CORPORATION
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Title: Senior Vice President and
Corporate Development, Chief Financial Officer
General Counsel and
Corporate Secretary
USHI, INC.
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President -
Corporate Development,
General Counsel and
Corporate Secretary
PANAMSAT INTERNATIONAL
SYSTEMS LIMITED
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
THE BANK OF NEW YORK,
as Collateral Trustee
By /s/ Xxxxxxxx Xxxxxx
-------------------------------------
Title: Vice President
Name: Xxxxxxxx Xxxxxx
