0001047469-04-037635 Sample Contracts

PanAmSat Holding Corporation 103/8% Senior Discount Notes Due 2014 Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • December 17th, 2004 • PanAmSat Holding CORP • 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:

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