LIMITED LIABILITY COMPANY AGREEMENT OF PANAMSAT INTERNATIONAL HOLDINGS, LLCLimited Liability Company Agreement • November 19th, 2004 • PanAmSat Satellite HGS 3, Inc. • Communications services, nec • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of July , 2002, by PanAmSat Corporation, a Delaware corporation (the “Member”), pursuant to the provisions of the Delaware Limited Liability Company Act, as the same may be amended from time to time (the “Act”), to set forth in their entirety the terms and conditions with respect to the operation of PanAmSat International Holdings, LLC, a Delaware limited liability company (the “Company”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2004 • PanAmSat Satellite HGS 3, Inc. • Communications services, nec • 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;
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of PANAMSAT HOLDING CORPORATION dated as of August 20, 2004 and amended and restated as of October 14, 2004Stockholders Agreement • November 19th, 2004 • PanAmSat Satellite HGS 3, Inc. • Communications services, nec • New York
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of October 14, 2004, 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.
FORM OF] AMENDED AND RESTATED SALE PARTICIPATION AGREEMENTSale Participation Agreement • November 19th, 2004 • PanAmSat Satellite HGS 3, Inc. • Communications services, nec • New York
You have entered into an Amended and Restated Management Stockholder’s Agreement, dated as of August 20, 2004 and amended and restated as of the date hereof, between PanAmSat Corporation, a Delaware corporation (the “Company”), PanAmSat Holding Corporation, a Delaware corporation (“Holdco”), 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. In connection with the Company becoming a wholly-owned subsidiary of Holdco and the stockholders of the Company becoming stockholders of Holdco, the Option has become exercisable for shares of common stock, par value $0.01 per share, of Holdco (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 Delawa
FORM OF] AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • November 19th, 2004 • PanAmSat Satellite HGS 3, Inc. • Communications services, nec • Delaware
THIS AGREEMENT, initially dated as of August 20, 2004 (the “Grant Date”) and amended and restated as of October 29, 2004 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).
LIMITED LIABILITY COMPANY AGREEMENT OF PAS INTERNATIONAL, LLCLimited Liability Company Agreement • November 19th, 2004 • PanAmSat Satellite HGS 3, Inc. • Communications services, nec • Delaware
This Amendment No. 1 (the “Amendment”) to the Limited Liability Company Agreement of PAS International, LLC, a Delaware limited liability company (the “Company”), dated as of February 18, 2000 (the “LLC Agreement”), is made as of August , 2004, by PanAmSat International Systems Limited, as the sole member of the Company (the “Member”) and James Cuminale, as a manager of the Company (the “Manager”).
FORM OF] AMENDED AND RESTATED MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • November 19th, 2004 • PanAmSat Satellite HGS 3, Inc. • Communications services, nec • Delaware
This Amended and Restated Management Stockholder’s Agreement (this “Agreement”), initially entered into as of August 20, 2004 (the “Effective Date”) and amended and restated as of October 29, 2004, is made among PanAmSat Corporation, a Delaware corporation (the “Company”), PanAmSat Holding Corporation, a Delaware corporation (“Holdco”), and the undersigned person (the “Management Stockholder”) (the Company, Holdco 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.
