SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of PANAMSAT HOLDING CORPORATION dated as of August 20, 2004, amended and restated as of October 14, 2004 and amended and restated as of March , 2005Stockholders Agreement • March 15th, 2005 • PanAmSat Holding CORP • Communications services, nec • New York
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of March , 2005, 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 Management Services Agreement Termination Letter]Management Services Agreement Termination Letter • March 15th, 2005 • PanAmSat Holding CORP • Communications services, nec • New York
Reference is made to the letter agreement (the “Fee Letter”) dated August 20, 2004, between PanAmSat Corporation (the “Company”) and [ ]. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Fee Letter.
50,000,000 Shares PanAmSat Holding Corporation COMMON STOCK ($0.01 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2005 • PanAmSat Holding CORP • Communications services, nec • New York
Form of] STOCK OPTION AGREEMENTStock Option Agreement • March 15th, 2005 • PanAmSat Holding CORP • Communications services, nec • Delaware
THIS AGREEMENT, dated as of [ ], (the “Grant Date”) 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).
