PanAmSat Corporation 9% Senior Notes due 2014 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • New York
PanAmSat Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $1,010,000,000 principal amount of its 9% Senior Notes due 2014, which are guaranteed by the Guarantors identified in the Indenture (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
FORM OF] MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of August 20, 2004 (the “Effective Date”) between PanAmSat Corporation, a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.
CREDIT AGREEMENT Dated as of August 20, 2004 among PANAMSAT CORPORATION, as the Borrower The Several Lenders from Time to Time Parties Hereto CITICORP USA, INC., as Administrative Agent CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint...Credit Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • New York
CREDIT AGREEMENT dated as of August 20, 2004, 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, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, 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 BEAR, STEARNS & CO. INC., LEHMAN BROTHERS INC. and BANK OF AMERICA, N.A., as Co-Documentation Agents.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • 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;
FORM OF] STOCK OPTION AGREEMENTStock Option Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • Delaware
THIS AGREEMENT, dated as of August 20, 2004 (the “Grant Date”) is made by and between PanAmSat Corporation, a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, 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).
STOCKHOLDERS AGREEMENT of PANAMSAT CORPORATION dated as of August 20, 2004Shareholder Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of August 20, 2004, among PANAMSAT CORPORATION, a Delaware corporation (the “Company”), and each of the Stockholders (as defined below) and each of the other parties signatory hereto.
PANAMSAT CORPORATION]Executive Change in Control Severance Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • Connecticut
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of August 20, 2004 (the “Effective Date”) by and between PanAmSat Corporation (the “Company”) and James B. Frownfelter (the “Executive”).
ROLLOVER AGREEMENTRollover Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • 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, and PAS Merger Sub, Inc., a Delaware corporation, pursuant to which Constellation will acquire all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”);
FORM OF] SALE PARTICIPATION AGREEMENTSale Participation Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between PanAmSat Corporation, a Delaware corporation (the “Company”), and you (the “Management Stockholder’s Agreement”) relating to the granting to you by the Company of an Option (as defined in the Management Stockholder’s Agreement) to purchase shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The undersigned, Constellation, LLC, a Delaware limited liability company (“Constellation”), Carlyle PanAmSat I, L.L.C., a Delaware limited liability company, Carlyle PanAmSat II, L.L.C., a Delaware limited liability company (together, “Carlyle”), PEP PAS, LLC, a Delaware limited liability company, and PEOP PAS, LLC, a Delaware limited liability company (together, “Providence”, and collectively with Constellation and Carlyle, the “Investors”) hereby agree with you as follows, effective upon such grant of Option:
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • Connecticut
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of August 20, 2004 (the “Effective Date”) by and between PanAmSat Corporation (the “Company”) and Joseph R. Wright, Jr. (the “Executive”).
PANAMSAT CORPORATION 20 Westport Road Wilton, CT 06897 August 20, 2004Master Agreement for Satellite Capacity • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • Connecticut
Reference is made to that certain Transaction Agreement, dated as of April 20, 2004 (the “Transaction Agreement”), among Constellation, LLC (“Constellation”), PanAmSat Corporation (“PanAmSat”), The DIRECTV Group, Inc. (“DIRECTV”) and PAS Merger Sub, Inc. and the Letter Agreement, dated August 12, 2004 (the “Letter Agreement”), among DIRECTV and Constellation and acknowledged by PanAmSat. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Transaction Agreement.
AMENDMENT TO THE PANAMSAT CORPORATION 1999 NON-EMPLOYEE DIRECTORS COMPENSATION DEFERRAL PLANPanamsat Corporation 1999 Non-Employee Directors Compensation Deferral Plan Amendment • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec
WHEREAS, PanAmSat Corporation (the “Company”) has adopted the PanAmSat 1999 Non-Employee Directors Compensation Deferral Plan, as may be amended from time to time (the “Plan”);
