0001104659-05-041885 Sample Contracts

MERGER AGREEMENT Among INTELSAT (BERMUDA), LTD., PROTON ACQUISITION CORPORATION, and PANAMSAT HOLDING CORPORATION, Dated as of August 28, 2005

Merger Agreement • August 29th, 2005 • PanAmSat Holding CORP • Communications services, nec • Delaware

• Contract Type
  Merger Agreement
• Filed
  August 29th, 2005
• Company
  PanAmSat Holding CORP
• Industry
  Communications services, nec
• Jurisdiction
  Delaware

MERGER AGREEMENT (this “Agreement”), dated as of August 28, 2005, among PanAmSat Holding Corporation, a Delaware corporation (the “Company”), Intelsat (Bermuda), Ltd., a Bermuda company (“Parent”), and Proton Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

VOTING AGREEMENT

Voting Agreement • August 29th, 2005 • PanAmSat Holding CORP • Communications services, nec • Delaware

• Contract Type
  Voting Agreement
• Filed
  August 29th, 2005
• Company
  PanAmSat Holding CORP
• Industry
  Communications services, nec
• Jurisdiction
  Delaware

This Voting Agreement (this “Agreement”) is dated as of August 28, 2005, among Intelsat (Bermuda), Ltd., a Bermuda corporation (“Parent”), Proton Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), PanAmSat Holding Corporation, a Delaware corporation (the “Company”), and the shareholders of the Company executing this Agreement on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”).