Exhibit 4.2


 


 




 


 


 





[Form of]


 


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     ,
2005


 


 




 





 





















 


TABLE OF CONTENTS


 


	
  RECITALS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS

  	
   

  
	
  SECTION 1.1.

  	
  Certain Defined Terms

  	
   

  
	
  SECTION 1.2.

  	
  Other Definitional Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  CORPORATE
  GOVERNANCE

  	
   

  
	
  SECTION 2.1.

  	
  Board Representation

  	
   

  
	
  SECTION 2.2.

  	
  Committees; Subsidiaries

  	
   

  
	
  SECTION 2.3.

  	
  Intentionally Omitted.

  	
   

  
	
  SECTION 2.4.

  	
  Available Financial Information

  	
   

  
	
  SECTION 2.5.

  	
  Access

  	
   

  
	
  SECTION 2.6.

  	
  Termination of Rights

  	
   

  
	
  SECTION 2.7.

  	
  Corporate Opportunities

  	
   

  
	
  SECTION 2.8.

  	
  Non-Competition

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  TRANSFERS

  	
   

  
	
  SECTION 3.1.

  	
  Rights and Obligations of Transferees

  	
   

  
	
  SECTION 3.2.

  	
  Transfer Restrictions

  	
   

  
	
  SECTION 3.3.

  	
  Intentionally Omitted.

  	
   

  
	
  SECTION 3.4.

  	
  Right of Co-Sale on Transfers by
  Stockholders

  	
   

  
	
  SECTION 3.5.

  	
  Drag
  Along Right

  	
   

  
	
  SECTION 3.6.

  	
  Void
  Transfers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  INTENTIONALLY
  OMITTED.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  MISCELLANEOUS

  	
   

  
	
  SECTION 5.1.

  	
  Stockholder Indemnification; Reimbursement
  of Expenses

  	
   

  
	
  SECTION 5.2.

  	
  Effectiveness; Termination

  	
   

  
	
  SECTION 5.3.

  	
  Amendments and Waivers

  	
   

  
	
  SECTION 5.4.

  	
  Successors, Assigns and Transferees

  	
   

  
	
  SECTION 5.5.

  	
  Legend

  	
   

  
	
  SECTION 5.6.

  	
  Notices

  	
   

  
	
  SECTION 5.7.

  	
  Further Assurances

  	
   

  
	
  SECTION 5.8.

  	
  Entire
  Agreement

  	
   

  
	
  SECTION 5.9.

  	
  Restrictions on Other Agreements; Bylaws

  	
   

  
	
  SECTION 5.10.

  	
  Delays or Omissions

  	
   

  
	
  SECTION 5.11.

  	
  Governing Law; Jurisdiction; Waiver of Jury
  Trial

  	
   

  
	
  SECTION 5.12.

  	
  Severability

  	
   

  
	
  SECTION 5.13.

  	
  Enforcement

  	
   

  
	
  SECTION 5.14.

  	
  Titles and Subtitles

  	
   

  
	
  SECTION 5.15.

  	
  No
  Recourse

  	
   

  
	
  SECTION 5.16.

  	
  Counterparts; Facsimile Signatures

  	
   

  



 


i





















 


	
  FSS Operators

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Exhibits

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Exhibit A — Assignment and Assumption
  Agreement

  	
   

  
				



 


ii





















 


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.


 


RECITALS


 


WHEREAS, 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”), PanAmSat, 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, first, Merger Sub merged with and into
PanAmSat; second, following such merger, PanAmSat repurchased from Parent a
number of shares of common stock, par value $0.01 per share, of PanAmSat (the “PanAmSat
Stock”) owned by Parent; and, third, following such repurchase
Constellation acquired from Parent all of the outstanding shares of PanAmSat
Stock held by Parent;


 


WHEREAS, on May 17,
2004, Constellation entered into letter agreements (each, a “Commitment
Letter”) with Carlyle PanAmSat I, L.L.C., and Carlyle PanAmSat II, L.L.C.
(together, “Carlyle”), on the one hand, and with PEP PAS, LLC and PEOP
PAS, LLC (together, “Providence”), on the other hand, pursuant to which
Constellation assigned to each of Carlyle and Providence the right under the
Transaction Agreement to purchase from Parent $149,520,733.93, for a total of
$299,041,467.86, of the shares of PanAmSat Stock, at the same price per share
paid by Constellation at the Stock Purchase Closing (as defined in the
Transaction Agreement);


 


WHEREAS,
following the Stock Purchase Closing, Constellation beneficially owned
approximately 44% of the Common Stock, and Carlyle and Providence each beneficially
owned approximately 27% of the Common Stock (each of Constellation, Carlyle and
Providence, a “Stockholder” and together, the “Stockholders”);


 


WHEREAS, on October 8,
2004, each of Constellation, Carlyle and Providence contributed (the “Contribution”)
their shares of PanAmSat Stock to the Company in exchange for a number of
shares of common stock, par value $.01 per share (the “Common Stock”),
of the Company such that, after giving effect to such issuance, Constellation,
Carlyle and Providence each owned the same number of shares of the Company as
such entity owned of PanAmSat Stock;


 


WHEREAS, in
connection with the Contribution, each of the Stockholders, PanAmSat and the
Company entered into the Amended and Restated Stockholders Agreement, dated as
of October 14, 2004, which amended and restated the Stockholders
Agreement, dated as of August 20, 2004 (the “Original Agreement”),
of PanAmSat;


 


WHEREAS, the
Company is currently contemplating an underwritten initial public offering (the
“Initial Public Offering”) of shares of its Common Stock; and


 





















 


WHEREAS, each
of the Stockholders desires to promote the interests of the Company and
PanAmSat and the mutual interests of the Stockholders by establishing herein
certain terms and conditions upon which the shares of Common Stock will be held
following completion of the Initial Public Offering, including provisions
restricting the transfer of shares of Common Stock, and providing for certain
other matters.


 


NOW,
THEREFORE, in consideration of the foregoing recitals and of the mutual
promises hereinafter set forth, the Company, PanAmSat and the Stockholders
hereby agree as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.1.   Certain Defined
Terms.  As used herein, the following
terms shall have the following meanings:


 


“Affiliate”
means, with respect to any Person, (i) any Person directly or indirectly
controlling, controlled by or under common control with such Person, (ii) any
Person directly or indirectly owning or controlling ten percent (10%) or more
of any class of outstanding equity securities of such Person or (iii) any
officer, director, general partner or trustee of any such Person described in
clause (i) or (ii).


 


“Applicable
Law” means, with respect to any Person, any statute, law, regulation,
ordinance, rule, injunction, order, decree, governmental approval, directive,
requirement, or other governmental restriction or any similar form of decision
of, or determination by, or any interpretation or administration of any of the
foregoing by, any governmental authority or the Exchange, applicable to such
Person or its Subsidiaries or their respective assets.


 


“beneficial
owner” or “beneficially own” has the meaning given such term in Rule 13d-3
under the Exchange Act and a Person’s beneficial ownership of Common Stock or
other Voting Securities of the Company shall be calculated in accordance with
the provisions of such Rule; provided, however, that for purposes
of determining beneficial ownership, (i) a Person shall be deemed to be
the beneficial owner of any security which may be acquired by such Person,
whether within sixty (60) days or thereafter, upon the conversion, exchange or
exercise of any warrants, options, rights or other securities and (ii) no
Person shall be deemed to beneficially own any security solely as a result of
such Person’s execution of this Agreement.


 


“Board”
means the Board of Directors of the Company.


 


“Business
Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by law to be closed in the City of New York.


 


“Bylaws”
means the Bylaws of the Company, as in effect on the date hereof and as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, the terms of the Charter and the terms of
this Agreement.


 


2





















 


“Carlyle”
has the meaning assigned to such term in the recitals.


 


“Carlyle
Designee” means any Director designated by Carlyle pursuant to Section 2.1(a) of
this Agreement.


 


“Carlyle
Group Designee” has the meaning assigned to such term in Section 2.1(a).


 


“Carlyle
Fund” has the meaning assigned to such term in Section 2.1(a).


 


“Carlyle
VCOC Designee” has the meaning assigned to such term in Section 2.1(a).


 


“CEO
Designee” has the meaning assigned to such term in Section 2.1(a).


 


“Change of
Control” means (i) the sale of all or substantially all of the assets
of the Company to an Unaffiliated Person; (ii) a sale resulting in more
than 50% of the voting stock of the Company being held by an Unaffiliated
Person; (iii) a merger, consolidation, recapitalization or reorganization
of the Company with or into another Unaffiliated Person; if and only if any such event listed in
clauses (i) through (iii) above results in the inability the Stockholders,
or any member or members of the respective Stockholders, to designate or elect
a majority of the Board (or the board of directors of the resulting entity or
its parent company).  For purposes of
this definition, the term “Unaffiliated Person” means any Person or
Group who is not (x) any of the Stockholders or any member of the respective
Stockholders, (y) an Affiliate of any of the Stockholders or any member of the
respective Stockholders, or (z) an entity in which any of the Stockholders, or
any member of the respective Stockholders holds, directly or indirectly, a
majority of the economic interests in such entity.


 


“Charter”
means the Certificate of Incorporation of the Company, as in effect on the date
hereof and as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof and the terms of this
Agreement.


 


“Common
Stock” means the common stock, par value $0.01 per share, of the Company
and any securities issued in respect thereof, or in substitution therefor, in
connection with any stock split, dividend or combination, or any
reclassification, recapitalization, merger, consolidation, exchange or other
similar reorganization.


 


“Company
Competitor” means any Person that is primarily engaged in any business that directly or indirectly competes with the
business of the Company and its Subsidiaries in (i) the sale or lease of,
or the provision of satellite services via, transponder capacity on satellites
operating in geostationary earth orbit; or (ii) the provision of
telemetry, tracking and control services for such satellites and for other
satellites operating in geostationary earth orbit.


 


“Competing
Action” has the meaning assigned to such term in Section 2.7.


 


“Competing
Enterprise” has the meaning assigned to such term in Section 2.7.


 


3





















 


“Constellation”
has the meaning assigned to such term in the recitals.


 


“Constellation
Designee” means any Director designated by Constellation pursuant to Section 2.1(a) of
this Agreement.


 


“Contribution”
has the meaning assigned to such term in the recitals.


 


“control”
(including the terms “controlled by” and “under common control with”),
with respect to the relationship between or among two or more Persons, means
the possession, directly or indirectly, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or
otherwise.


 


“Controlled
Affiliate” means, with respect to any Person, (i) any Person directly
or indirectly controlling, controlled by or under common control with such
Person, or (ii) any Person directly or indirectly owning or controlling an
amount of shares of any class of outstanding equity securities of such Person
sufficient to (or otherwise having the right to) elect a majority of the board
of directors or similar governing body of such Person.


 


“Controlled
Company Event” has the meaning assigned to such term in Section 2.1(d).


 


“Co-Sale
Participant” has the meaning assigned to such term in Section 3.4(a).


 


“Director”
means any member of the Board.


 


“Drag Along
Notice” has the meaning assigned to such term in Section 3.5(d).


 


“Drag
Transaction” has the meaning assigned to such term in Section 3.5(b).


 


“Equity
Securities” means any and all shares of Common Stock of the Company,
securities of the Company convertible into, or exchangeable or exercisable for,
such shares, and options, warrants or other rights to acquire such shares.


 


“Exchange”
means the New York Stock Exchange or such other stock exchange or securities
market on which the Common Stock is at any time listed or quoted.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


 


“Fair
Market Value” means with respect to Common Stock, the average of the
closing sale prices of shares on the stock exchange or national market on which
the shares are principally trading for a period of 30 trading days ending on
the date in question; and with respect to any other non-cash consideration, the
fair market value of such non-cash consideration as determined in good
faith  by the Board.


 


“FCC”
means the United States Federal Communications Commission.


 


4





















 


“Fully-Diluted
Basis” with respect to Common Stock or Voting Securities means the number
of shares of Common Stock or Voting Securities, as the case may be, which are
issued and outstanding or owned or held, as applicable, at the date of
determination plus the number of shares of Common Stock or Voting Securities,
as the case may be, issuable pursuant to any securities (other than, in the
case of Voting Securities, other Voting Securities that the initial Voting
Securities are convertible into or exchangeable or exercisable for), warrants,
rights or options then outstanding, convertible into or exchangeable or
exercisable for (whether or not subject to contingencies or passage of time, or
both), Common Stock or Voting Securities, as the case may be.


 


“GAAP”
means generally accepted accounting principles, as in effect in the United
States of America from time to time.


 


“Group”
has the meaning assigned to such term in Section 13(d)(3) of the
Exchange Act.


 


“Independent
Designee” has the meaning assigned to such term in Section 2.1(a).


 


“Independent
Director” shall mean an “independent director” as such term is used in the
listing requirements of the Exchange.


 


“Initial
Public Offering” has the meaning assigned to such term in the recitals.


 


“Initial
Public Offering Closing Date” means the date of consummation of the Initial
Public Offering.


 


“KKR Fund”
has the meaning assigned to such term in Section 2.1(a).


 


“KKR Group
Designee” has the meaning assigned to such term in Section 2.1(a).


 


“KKR VCOC
Designee” has the meaning assigned to such term in Section 2.1(a).


 


“Losses”
has the meaning assigned to such term in Section 5.1.


 


“Original
Shares” shall mean, when used in reference to any one or more Stockholders,
the shares of PanAmSat Stock sold to such Stockholders pursuant to the
Transaction Agreement or a Commitment Letter, as applicable, or any shares or
other securities which such shares of PanAmSat Stock may have been converted
into or exchanged for in connection with any exchange, reclassification,
dividend, distribution, stock split, combination, subdivision, merger,
spin-off, re-capitalization, re-organization or similar transaction.


 


“Parent”
has the meaning assigned to such term in the recitals.


 


“Permitted
Transferee” shall mean (i) the owners of a Stockholder’s equity
interests receiving capital stock of the Company in connection with the
liquidation of, or a distribution with respect to an equity interest in, such
Stockholder; or (ii) an Affiliate (other than any “portfolio company”
described below) of a Stockholder; provided, however, that in
both cases such Transferee shall agree in a writing in the form attached as Exhibit A
hereto to be


 


5





















 


bound by and
to comply with all applicable provisions of this Agreement; provided, further,
however, that in no event shall (A) the Company or any of its
Subsidiaries, (B) any “portfolio company” (as such term is customarily
used among institutional investors) of any Stockholder or any entity controlled
by any portfolio company of any Stockholder or (C) any Company Competitor
(whether or not an Affiliate of the Transferring Stockholder) constitute a “Permitted
Transferee”.


 


“Person”
means any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivisions
thereof or any Group comprised of two or more of the foregoing.


 


“Pro Rata
Portion” means, subject to any co-sale rights of any management stockholder
set forth in any sale participation agreement, with respect to any Co-Sale
Participant, with respect to any proposed Transfer of Transferred Securities,
on the applicable Transfer date, the number or amount of Transferred Securities
equal to the product of (i) the total number or amount of Transferred
Securities to be Transferred to the proposed Transferee and (ii) the
fraction determined by dividing (A) the number of shares of Common Stock beneficially
owned by such Co-Sale Participant and its Affiliates by (B) the total
number of shares of Common Stock beneficially owned by all of the Stockholders
and their Affiliates as of such date; provided, however, that for
the purpose of determining the Pro Rata Portion of the Section 3.4
Non-Electing Shares referred to in the fifth sentence of Section 3.4(a), (1) the
reference to “Transferred Securities” in clause (i) of this subsection shall
be a reference to “Section 3.4 Non-Electing Shares” and (2) the total
number of shares of Common Stock referred to in clause (B) of this subsection (iii) shall
not include the Common Stock of the Transferring Stockholder or the holder of
the Section 3.4 Non-Electing Shares.


 


 “Providence” has the meaning assigned to
such term in the recitals.


 


“Providence
Designee” means any Director designated by Providence pursuant to Section 2.1
of this Agreement.


 


“Providence
VCOC Designee” has the meaning assigned to such term in Section 2.1(a).


 


“Registration
Rights Agreement” means the Amended and Restated Registration Rights
Agreement, dated as of August 20, 2004 and amended and restated as of October 14,
2004, among the Company and each of the Stockholders.


 


“Required
Directors” means at least one KKR Group Designee, one Carlyle Group
Designee and one Providence Group Designee.


 


“Reserved
Employee Shares” shall mean (i) shares of Common Stock reserved for
issuance upon the exercise of options outstanding as of the Stock Purchase
Closing Date under the PanAmSat 1997 Long-Term Incentive Plan, as amended, and
shares of Common Stock to be issued upon exercise of such options (as
appropriately adjusted for any stock dividends, combinations, splits or the
like) and (ii) additional options to purchase Common Stock (and shares of
Common Stock issuable upon the exercise thereof) to employees, officers,
directors or


 


6





















 


consultants
pursuant to any stock option, employee stock purchase or similar equity-based
plans approved by the Board (or the Board of Directors of PanAmSat, as the case
may be) (as appropriately adjusted for any subsequent stock dividends,
combinations, splits or the like), including the 2004 Stock Option Plan for Key
Employees of PanAmSat Corporation and its Subsidiaries and the Second Amended
and Restated 2004 Stock Option Plan for Key Employees of PanAmSat Holding
Corporation and its Subsidiaries.


 


“Section 3.4
Non-Electing Shares” has the meaning assigned to such term in Section 3.4(a).


 


“Section 3.5
Transferring Stockholder(s)” has the meaning assigned to such term in Section 3.5(a).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.


 


“Selling
Stockholders” has the meaning assigned to such term in Section 3.5(a).


 


“Stockholder”
has the meaning set forth in the recitals.


 


“Stockholder
Designees” has the meaning assigned to such term in Section 2.1(a).


 


“Stockholder
Indemnitee” has the meaning assigned to such term in Section 5.1.


 


“Stock
Purchase Closing” means the closing of the purchase of the shares of Parent
by the Stockholders pursuant to the Transaction Agreement.


 


“Stock
Purchase Closing Date” means August 20, 2004.


 


“Subsidiary”
means (i) any corporation of which a majority of the securities entitled to
vote generally in the election of directors thereof, at the time as of which
any determination is being made, are owned by another entity, either directly
or indirectly, and (ii) any joint venture, general or limited partnership,
limited liability company or other legal entity in which an entity is the
record or beneficial owner, directly or indirectly, of a majority of the voting
interests or the general partner.


 


“Tax
Separation Agreement” means the Tax Separation Agreement, dated April 20,
2004, by and between Parent and PanAmSat.


 


“Transaction
Agreement” has the meaning assigned to such term in the recitals.


 


“Transition
Services Agreement” means the Transition Services Agreement, dated April 20,
2004, by and between Parent, PanAmSat and DIRECTV Operations, LLC, a California
limited liability corporation.


 


“Transfer”
means, directly or indirectly, to sell, transfer, assign, pledge, encumber,
hypothecate or similarly dispose of, either voluntarily or involuntarily, or to
enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer,


 


7





















 


assignment, pledge, encumbrance, hypothecation or similar disposition
of, any shares of Equity Securities beneficially owned by a Person or any
interest in any shares of Equity Securities beneficially owned by a Person.


 


“Transferee”
means any Person to whom any Stockholder or any Transferee thereof Transfers
Equity Securities of the Company in accordance with the terms hereof.


 


“Transfer
Notice” has the meaning assigned to such term in Section 3.4(a).


 


“Transferred
Securities” has the meaning assigned to such term in Section 3.4(a).


 


“Transferring
Stockholder” has the meaning assigned to such term in Section 3.4(a).


 


“VCOC Funds”
has the meaning assigned to such term in Section 2.1(a).


 


“Voting
Securities” means, at any time, shares of any class of Equity Securities of
the Company, which are then entitled to vote generally in the election of
Directors.


 


SECTION 1.2.  
Other Definitional Provisions.  (a)  The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Article and Section references
are to this Agreement unless otherwise specified.


 


(b)  The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


ARTICLE II



CORPORATE GOVERNANCE


 


SECTION 2.1.   Board Representation.
 (a)  Effective as of the
Initial Public Offering Closing Date and, subject to this Section 2.1 and Section 2.6,
the Board shall be comprised of ten (10) Directors of whom:


 


(i)                                     three (3) shall
be designees of Constellation (such persons, the “Constellation Designees”);


 


(ii)                                  one (1) shall be
a designee (such person, the “KKR VCOC Designee”, and together with the
Constellation Designees, the “KKR Group Designees”) of the KKR
Millennium Fund L.P. (the “KKR Fund”);


 


(iii)                               one (1) shall be a
designee of Carlyle (such person, the “Carlyle Designee”);


 


8





















 


(iv)                              one (1) shall be a
designee (such person, the “Carlyle VCOC Designee”, and together with
the Carlyle Designee, the “Carlyle Group Designees”) of Carlyle Partners
III-Telecommunications, L.P. (the “Carlyle Fund”);


 


(v)                                 one (1) shall be
a designee of Providence (such person, the “Providence Designee”);


 


(vi)                              one (1) shall be a
designee (such person, the “Providence VCOC Designee”, and together with
the Providence Designee, the “Providence Group Designees”) of Providence
Equity Partners IV, L.P. (the “Providence Fund”, and together with the
Carlyle Fund and the KKR Fund, the “VCOC Funds”) (as used herein, the
Constellation Designees, the KKR VCOC Designee, the Carlyle Designee, the
Carlyle VCOC Designee, the Providence Designee and the Providence VCOC Designee
shall collectively be referred to as the “Stockholder Designees”);


 


(vii)                           one (1) designee shall
be the Chief Executive Officer of the Company in office from time to time (the “CEO
Designee”), who shall initially be Joseph R. Wright, Jr.; and


 


(viii)                        one (1) shall be an
Independent Director (any Independent Director, an “Independent Designee”
and collectively, the Independent Designees”).


 


(b)  Within
90 days of the Initial Public Offering Closing Date and subject to this Section 2.1
and Section 2.6, if the Board is required by Applicable Law to have a
second Independent Director, the Company shall use its best efforts to cause
the size of the Board to increase to eleven (11) Directors.  The Board shall fill the vacancy thus created
with an Independent Director.


 


(c)  Within
one year of the Initial Public Offering Closing Date and subject to this Section 2.1
and Section 2.6, if the Board is required by Applicable Law to have a
third Independent Director, the Company shall use its best efforts to cause the
size of the Board to increase to twelve (12) Directors.  The Board shall fill the vacancy thus created
with an Independent Director.


 


(d)  Within
one year of the date on which the Company ceases to qualify as a “controlled
company” within the meaning of the rules of the Exchange (a “Controlled
Company Event”) and subject to this Section 2.1 and Section 2.6,
Constellation and the KKR Fund shall cease to have the right collectively to
designate more than two KKR Group Designees, Carlyle shall cease to have the
right to designate more than one Carlyle Designee and Providence shall cease to
have the right to designate more than one Providence Designee.  Immediately prior to the occurrence of the
Controlled Company Event, each Stockholder or VCOC Fund shall cause the
appropriate number of its designees to resign. 
The vacancies created thereby shall be filled with a number of
Independent Directors such that the number of Independent Directors shall
thereafter constitute at least a majority of the Board and the size of the
Board shall be decreased to eliminate any further vacancies.


 


(e)  If
at any time the Board is required by Applicable Law to have additional
Independent Directors beyond those provided for in this Agreement, each
Stockholder shall use


 


9





















 


its best efforts to cause the
size of the Board to be increased to such number as is necessary to comply with
Applicable Law.  Each vacancy thus
created shall be filled with an Independent Director.


 


(f)  So
long as any Stockholder has the right to designate at least one Director
pursuant to this Section 2.1, each Independent Director shall be
reasonably acceptable to each such Stockholder.


 


(g)  A
designee of the Stockholder (together with its Affiliates) holding the greatest
number of shares of Common Stock shall be designated as the Chairman of the
Board, and the other Stockholders hereby agree to take any and all actions
necessary to cause the Chairman of the Board designated prior to such time to
resign and terminate his or her position as Chairman of the Board.   The Stockholders agree that as of the date
hereof George M.C. Fisher shall be designated as Chairman of the Board.


 


(h)  The
Company shall take such action as may be required under Applicable Law to cause
the Board to consist of the number of Directors specified in this Section 2.1.


 


(i)  The
Company agrees to include in the slate of nominees recommended by the Board the
Stockholder Designees, the CEO Designee and each Independent Designee and to
use its best efforts to cause the election of each such designee to the Board,
including nominating such individuals to be elected as Directors as provided
herein.


 


(j)  In
the event that a vacancy is created at any time by the death, disability,
retirement, resignation or removal (with or without cause) of any Director
designated pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) of Section 2.1(a),
the remaining Directors and the Company shall cause the vacancy created thereby
to be filled by a new designee of the Stockholder or VCOC Fund, as the case may
be, who designated such Director as soon as possible, who is designated in the
manner specified in this Section 2.1, and the Company hereby agrees to
take, at any time and from time to time, all actions necessary to accomplish
the same.


 


(k)  Each
of the Stockholders agrees to vote, or act by written consent with respect to,
any Voting Securities beneficially owned by it, at each annual or special
meeting of stockholders of the Company at which Directors are to be elected or
to take all actions by written consent in lieu of any such meeting as are
necessary, to cause the Stockholder Designees, the CEO Designee and the Independent
Designees to be elected to the Board as provided in this Section 2.1.  Each of the Stockholders agrees to use its
commercially reasonable efforts to cause the election of each such designee to
the Board, including nominating such individuals to be elected as members of
the Board.  In the event that a vacancy
is created at any time by the death, disability, retirement, resignation or
removal (with or without cause) of any Director designated pursuant to clause
(i), (ii), (iii), (iv), (v) or (vi) of Section 2.1(a) and
the remaining Directors pursuant to Section 2.1(j) have not caused the
vacancy created thereby to be filled by a new designee of the applicable
Stockholder or VCOC Fund, then in such case each Stockholder or VCOC Fund
hereby agrees to take, at any time and from time to time, all actions necessary
to fill such vacancy as provided in Section 2.1(j).  Upon the written request of any Stockholder
or any of the VCOC Funds, each other Stockholder shall vote, or act by written
consent with respect to, all Voting Securities beneficially owned by him or it
and otherwise take or cause to be taken all


 


10





















 


actions necessary to remove any
Director designated by such Stockholder or VCOC Funds and to elect any replacement
Director designated by such Stockholder or VCOC Fund.  Unless any Stockholder or any of the VCOC
Funds shall otherwise request in writing, no other Stockholder shall take any
action to cause the removal of any Directors designated by such Stockholder or
VCOC Fund.


 


(l)  In
the event a Stockholder or VCOC Fund shall cease to have the right to designate
one or more Directors in accordance with Section 2.1(e) or Section 2.6,
such Stockholder or VCOC Fund shall cause the designee or designees of such
Stockholder or VCOC Fund, as the case may be, to resign and the Directors
remaining in office shall decrease the size of the Board to eliminate such
vacancy or fill such vacancy or vacancies with additional independent
Designees, as applicable.


 


(m)  The
Company shall reimburse each Stockholder Designee for their reasonable
out-of-pocket expenses incurred by them for the purpose of attending meetings
of the Board or committees thereof.


 


(n)  In
the event that any Stockholder or VCOC Fund shall have a designee or Affiliate
serving on the board of directors of any Subsidiary, each of the other
Stockholders or VCOC Funds, as the case may be, shall have the right to equal
representation on such board of directors in proportion to such other
Stockholder’s or VCOC Fund’s representation on the Board so long as such other
Stockholders or VCOC Funds, as the case may be, continue to have the right
described in Section 2.1(a) to appoint designees to the Board.


 


(o)  The
rights of the Stockholders and VCOC Funds pursuant to this Section 2.1 are
personal to the Stockholders and the VCOC Funds and shall not be exercised by
any Transferee other than a Permitted Transferee described in clause (ii) of
the definition thereof.


 


SECTION 2.2.   Committees;
Subsidiaries.  (a)  So long as a
Stockholder or its affiliated VCOC Fund has the right to designate at least one
(1) Director pursuant to Section 2.1, the Company shall cause each
executive committee, compensation committee, audit committee or other
significant committee of the Board (including, without limitation, any
committee performing the functions usually reserved for the committees
described above) to include at least one (1) of each such Stockholder’s or
affiliated VCOC Fund’s designees; provided that the composition of each such
committee shall reflect the relative number of Stockholder Designees for each
Stockholder and its affiliated VCOC Fund; provided, further, that if no such
designee with respect to such Stockholder or affiliated VCOC Fund is eligible
for membership on any such committee under Applicable Law, then for so long as
Applicable Law so provides, such committee of the Board shall not be required
to include such Stockholder Designees (and to the extent that a Stockholder
Designee serves on such committee, the relevant Stockholder shall use its best
efforts to secure the resignation of such Stockholder Designee).


 


(b)  The
Company agrees to take all such action as is necessary to cause (i) the
board of directors of PanAmSat (and any committees thereof) to be comprised of
the same directors as the Board and the similar committees of the Board of the
Company and (ii) the chairman of the board of directors of PanAmSat to be
the same as the Chairman of the Board.


 


11





















 


SECTION 2.3.  
Intentionally Omitted.


 


SECTION 2.4.   Available Financial
Information.  (a)  The
Company and, for so long as it continues to prepare separate financial
statements, PanAmSat, will deliver, or will cause to be delivered, the
following to each Stockholder until such time as such Stockholder and its
Affiliates shall cease to own any shares of Common Stock on an as-converted
basis:


 


(i)                                     as soon as
available after the end of each month and in any event within thirty (30) days
thereafter, a consolidated balance sheet of the Company and its Subsidiaries
and PanAmSat and its Subsidiaries, as applicable, in each case, as of the end
of such month and consolidated statements of operations, income, cash flows,
retained earnings and stockholders’ equity of the Company and its Subsidiaries
and PanAmSat and its Subsidiaries, as applicable, in each case, for each month
and for the current fiscal year of the Company or PanAmSat, as applicable, to
date, prepared in accordance with GAAP (subject to normal year-end audit
adjustments and the absence of notes thereto) and certified by the principal
financial or accounting officer of the Company and PanAmSat, respectively,
together with a comparison of such statements to the corresponding periods of
the prior fiscal year and to the Company’s or PanAmSat’s business plan then in
effect and approved by the Board; or the board of directors of PanAmSat, as
applicable.


 


(ii)                                  an annual budget, a
business plan and financial forecasts for the Company and PanAmSat, as
applicable, for the next fiscal year of the Company and PanAmSat, respectively,
no later than thirty (30) days before the beginning of the Company’s or
PanAmSat’s next fiscal year, in such manner and form as approved by the Board
or the board of directors of PanAmSat, as applicable, which shall include at
least a projection of income and a projected cash flow statement for each
fiscal quarter in such fiscal year and a projected balance sheet as of the end
of each fiscal quarter in such fiscal year, in each case prepared in reasonable
detail, with appropriate presentation and discussion of the principal
assumptions upon which such budgets and projections are based, which shall be
accompanied by the statement of the chief executive officer or chief financial
officer or equivalent officer of the Company or PanAmSat, as applicable, to the
effect that such budget and projections are based on reasonable and good faith
estimates and assumptions made by the management of the Company or PanAmSat, as
applicable, for the respective periods covered thereby; it being recognized by
such holders that such budgets and projections as to future events are not to
be viewed as facts and that actual results during the period or periods covered
by them may differ from the projected results. 
Any material changes in such business plan shall be delivered to the
Stockholders as promptly as practicable after such changes have been approved
by the Board or the board of PanAmSat, as the case may be;


 


(iii)                               as soon as available
after the end of each fiscal year of the Company and PanAmSat, as applicable,
and in any event within ninety (90)  days
thereafter, (A) the annual financial statements required to be filed by
the Company and PanAmSat pursuant to the Exchange Act or (B) a
consolidated balance sheet of the Company and its Subsidiaries and PanAmSat and
its Subsidiaries, as applicable, in each case as of the end of such fiscal
year, and consolidated statements of income, retained earnings and cash


 


12





















 


flows of the Company and its Subsidiaries and PanAmSat and its
Subsidiaries, as applicable, for such year, in each case prepared in accordance
with GAAP and setting forth in each case in comparative form the figures for
the previous fiscal year, all in reasonable detail and accompanied by the
opinion of independent public accountants of recognized national standing
selected by the Company and PanAmSat, as applicable, and a Company- or
PanAmSat-, as applicable, prepared comparison to the Company’s or PanAmSat’s
business plan for such year as approved by the Board or the board of directors
of PanAmSat, as applicable; and


 


(iv)                              as soon as available
after the end of the first, second and third quarterly accounting periods in
each fiscal year of the Company and PanAmSat, as applicable, and in any event
within forty-five (45) days thereafter, (A) the quarterly financial
statements required to be filed by the Company and PanAmSat pursuant to the
Exchange Act or (B) a consolidated balance sheet of the Company and its
Subsidiaries and PanAmSat and its Subsidiaries, as applicable, in each case as
of the end of each such quarterly period, and consolidated statements of
income, retained earnings and cash flows of the Company and its Subsidiaries
and PanAmSat and its Subsidiaries, as applicable, in each case for such period
and for the current fiscal year to date, in each case prepared in accordance
with GAAP (subject to normal year-end audit adjustments and the absence of
notes thereto) and setting forth in comparative form the figures for the
corresponding periods of the previous fiscal year and to the Company’s and
PanAmSat’s, as applicable, business plan then in effect as approved by the
Board or the board of directors of PanAmSat, as applicable, all in reasonable
detail and certified by the principal financial or accounting officer of the
Company or PanAmSat, as applicable.


 


(b)  Other
Information.  The Company covenants
and agrees to deliver to each Stockholder until such time as such Stockholder
shall cease to own any shares of Common Stock, with reasonable promptness, such
other information and data (including such information and reports made
available to any lender of the Company or any of its Subsidiaries under any
credit agreement or otherwise) with respect to the Company and each of its
Subsidiaries as from time to time may be reasonably requested by any such
holder.


 


SECTION 2.5.   Access.  The Company shall, and shall cause its
Subsidiaries, officers, directors, employees, auditors and other agents to,
until such time as such Stockholder shall cease to own any shares of Common
Stock, (a) afford the officers, employees, auditors and other agents of
such Stockholder or affiliated VCOC Fund (as the case may be), during normal
business hours and upon reasonable notice reasonable access at all reasonable
times to its officers, employees, auditors, legal counsel, properties, offices,
plants and other facilities and to all books and records, and (b) afford
such Stockholder or affiliated VCOC Fund the opportunity to discuss the Company’s
affairs, finances and accounts with the Company’s officers from time to time as
each such Stockholder or VCOC Fund may reasonably request.


 


SECTION 2.6.   Termination
of Rights.  (a)  Notwithstanding
Section 2.1, at such time as any Stockholder, together with its
Affiliates, shall cease to own a number of shares of Common Stock equal to at
least fifteen percent (15%) of such Stockholder’s Original Shares, such
Stockholder and its Affiliates (including its affiliated VCOC Fund) shall cease
to have the right to designate any Directors pursuant to Section 2.1 and
any rights or obligations pursuant to


 


13





















 


Sections 2.2 and 2.7 (other
than the obligation set forth in the last sentence of Section 2.7 to keep
confidential any information regarding any Company Opportunity, which shall
continue for period of two years
thereafter);


 


(b)  Notwithstanding
Section 2.1, at the earlier of, (i) such time as Carlyle (together
with its Affiliates) or Providence (together with its Affiliates), shall cease
to own a number of shares of Common Stock equal to at least fifty percent (50%)
of its respective Original Shares and (ii) the occurrence of a Controlled
Company Event, Carlyle or Providence (together with their affiliated VCOC
Funds), as applicable, shall cease to have the right to designate more than one
(1) Director pursuant to Section 2.1; and


 


(c)  Notwithstanding
Section 2.1, at such time as Constellation (together with its Affiliates)
shall cease to own a number of shares of Common Stock equal to at least (i) seventy
five percent (75%) of its Original Shares, Constellation (together with its
affiliated VCOC Fund) shall cease to have the right to designate more than
three (3) Directors pursuant to Section 2.1; (ii) fifty percent
(50%) of its Original Shares, Constellation (together with its affiliated VCOC
Fund) shall cease to have the right to designate more than two (2) Directors
pursuant to Section 2.1; and (iii) twenty-five percent (25%) of its
Original Shares, Constellation (together with its affiliated VCOC Fund) shall
cease to have the right to designate more than one (1) Director pursuant
to Section 2.1; provided that Constellation shall cease to have the right
to designate more than two (2) Directors pursuant to Section 2.1
following the occurrence of a Controlled Company Event.


 


SECTION 2.7.   Corporate
Opportunities.  Each Stockholder and
VCOC Fund shall cause its Stockholder Designees to recuse themselves from all
deliberations of the Board, and the Company shall have no obligation to provide
to such Stockholder Designees any information, regarding any acquisition,
disposition, investment or similar transaction that the Company elects to
pursue (a “Company Opportunity”) if such Stockholder or its Affiliates
is competing with or is otherwise adverse to the Company with respect to such
Company Opportunity.  If (1) any
Stockholder or its Affiliates consummates the transaction that at anytime
constituted a Company Opportunity or (2) any Affiliate (other than a
Controlled Affiliate who is prohibited from taking the following actions
pursuant to Section 2.8) of a Stockholder acquires, makes an investment in
or otherwise agrees to manage or operate any Person listed on Exhibit B
hereto (in either case, a “Competing Enterprise”), such Stockholder and
VCOC Fund shall cause its Stockholder Designees to recuse themselves from all
future deliberations of the Board relating to, and the Company shall have no
obligation to provide to such Stockholder Designees any information regarding,
that portion of the Company’s business as competes or would reasonably be
expected to compete with the Competing Enterprise (a “Competing Action”).  Solely for purposes of illustration, if an
Affiliate of a Stockholder who is not bound by Section 2.8 were to acquire
a Person listed on Exhibit B who operated in a certain geographic
location, such Stockholder and VCOC Fund shall cause its Stockholder Designees
to recuse themselves from all deliberations of the Board relating to the
Company’s investment or operations in such geographic location and if the
Company were considering an acquisition in such location, no consent of the
Directors designated by such Stockholder or affiliated VCOC Fund would be
required in connection with such acquisition. 
In addition, each Stockholder and VCOC Fund shall, and shall cause its
Stockholder Designees to, keep confidential any information regarding any
Company Opportunity, including the existence of such potential acquisition,
disposition,


 


14





















 


investment
or similar transaction, that such Stockholder, VCOC Fund or Stockholder
Designee learns about as a result of its participation in the Board; provided,
however, that the obligation to keep such information confidential shall
not apply to information which (i) becomes generally available to the
public, (ii) is already in the possession of such Stockholder, VCOC Fund
or Stockholder Designee prior to learning such information as a result of
participation on the Board or being a Stockholder, (iii) becomes properly
available to such Stockholder, VCOC Fund or Stockholder Designee on a
non-confidential basis from a source other than the Company or (iv) is
required to be disclosed by applicable law, regulation, governmental order or
which is otherwise requested by subpoena, interrogatory or other discovery
request.


 


SECTION 2.8.   Non-Competition.
 For so long as a Stockholder or its
affiliated VCOC Fund has the right to designate a Director pursuant to Section 2.1(a),
such Stockholder and its Controlled Affiliates (including its affiliated VCOC
Fund) will be prohibited from owning, managing, operating, controlling or
participating in the ownership, management, operation or control of any person
listed on Exhibit B hereto.


 


ARTICLE III



TRANSFERS


 


SECTION 3.1.   Rights and
Obligations of Transferees.  (a)  Except
with the prior written consent of the Required Directors pursuant to clause (iv) of
Section 3.2(a) (and if no Stockholder is entitled to designate any
Directors pursuant to Section 2.1 then the prior written consent of a
majority of the Board), no Transferee of any Stockholder, except a Permitted
Transferee described in clause (ii) of the definition thereof, shall be
entitled to any rights under this Agreement other than the right of co-sale set
forth in Section 3.4.  A Permitted
Transferee described in clause (ii) of the definition thereof shall be
permitted to exercise all rights of the transferring Stockholder under this
Agreement with respect to the shares of Common Stock Transferred.


 


(b)  Subject
to the last sentence of this Section 3.1(b), prior to the consummation of
a Transfer by any Stockholder or any Transferee, as a condition thereto, the
applicable Transferee or subsequent Transferee shall agree in writing in the
form attached as Exhibit A hereto to assume all of the obligations in this
Agreement applicable to the Transferring Stockholder with respect to the Equity
Securities so transferred. 
Notwithstanding the foregoing, a Transferee of Equity Securities shall
not be bound by any of the terms and conditions of this Agreement if the
applicable Transfer is pursuant to an effective registration statement under
the Securities Act or pursuant to Rule 144 of the Securities Act.


 


SECTION 3.2.   Transfer
Restrictions.  (a)  Until
the fifth anniversary of the Stock Purchase Closing Date, each Stockholder
hereby agrees that such Stockholder shall not Transfer any of its Equity
Securities at any time other than (i) Transfers of its Equity Securities
to its Permitted Transferees, (ii) following the Initial Public Offering
Closing Date, Transfers pursuant to the Registration Rights Agreement, (iii) pursuant
to Section 3.4, and (iv) with the prior written consent of the
Required Directors (and if no Stockholder is entitled to designate any
Directors pursuant to Section 2.1 then the prior written consent of a
majority of the Board).


 


15





















 


(b)  Following
the fifth anniversary of the Stock Purchase Closing Date, each Stockholder may
freely Transfer its Equity Securities without restriction subject to compliance
with applicable securities laws.


 


(c)  Each
Stockholder shall as promptly as practicable provide the Stockholders with
written notice of any Transfer made in accordance with Section 3.2(a).


 


SECTION 3.3.  
Intentionally Omitted.


 


SECTION 3.4.   Right of Co-Sale on
Transfers by Stockholders.  (a)  In
the event of a proposed Transfer of Equity Securities by a Stockholder or any
of its Affiliates (a “Transferring Stockholder”), each Stockholder
(other than the Transferring Stockholder) shall have the right to participate
in the Transfer in the manner set forth in this Section 3.4.  Prior to any such Transfer, the Transferring
Stockholder shall deliver to the Company prompt written notice (the “Transfer
Notice”), which the Company will forward to the Stockholders and each
Affiliate of such Stockholders that has been Transferred Equity Securities
(other than the Transferring Stockholder, the “Co-Sale Participants”),
which notice shall state (i) the name of the proposed Transferee, (ii) the
number of Equity Securities proposed to be Transferred (the “Transferred
Securities”), (iii) the proposed purchase price therefor, including a
description of any non-cash consideration sufficiently detailed to permit the
determination of the Fair Market Value thereof, and (iv) the other
material terms and conditions of the proposed Transfer, including the proposed
Transfer date (which date may not be less than thirty-five (35) days after
delivery of the Transfer Notice).  Such
notice shall be accompanied by a written offer from the proposed Transferee to
purchase the Transferred Securities. 
Each Co-Sale Participant may Transfer to the proposed Transferee
identified in the Transfer Notice their Pro Rata Portion of the Transferred
Securities by giving written notice to the Company (who shall forward such
notice to the other Co-Sale Participants within five (5) days) and to the
Transferring Stockholder within the thirty (30) day period after the delivery
of the Transfer Notice, which notice shall state that such Co-Sale Participant
elects to exercise its rights of co-sale under this Section 3.4 and shall
state the maximum number of shares sought to be Transferred.  In the event any such Co-Sale Participant
elects to exercise its co-sale rights with respect to less than all of its Pro
Rata Portion (such remaining securities, the “Section 3.4 Non-Electing
Shares”), each such other Co-Sale Participant shall be entitled to sell its
Pro Rata Portion of the Section 3.4 Non-Electing Shares.  Each Co-Sale Participant shall be deemed to
have waived its right of co-sale hereunder if it fails to give notice within
the prescribed time period.  The proposed
Transferee of Transferred Securities will not be obligated to purchase a number
of Equity Securities exceeding that set forth in the Transfer Notice and in the
event such Transferee elects to purchase less than all of the additional Equity
Securities sought to be Transferred by the Co-Sale Participants, the number of
Equity Securities to be Transferred by the Transferring Stockholder and each
such Co-Sale Participant shall be reduced on a pro rata basis.  If, following the exercise of the co-sale
rights provided for in this Section 3.4, the proposed Transferee purchases
a number a Equity Securities greater than the number of Equity Securities
proposed to be purchased in the Transfer Notice, each Co-Sale Participant shall
have the right to sell to the proposed Transferee such Sale Participant’s Pro
Rata Portion of such additional Equity Securities.


 


(b)  Each
Co-Sale Participant, in exercising its right of co-sale hereunder, may
participate in the Transfer by delivering to the Transferring Stockholder at
the closing of the


 


16





















 


Transfer of the Transferring
Stockholder’s Transferred Securities to the Transferee certificates
representing the Transferred Securities to be Transferred by such holder, duly
endorsed for transfer or accompanied by stock powers duly executed, in either
case executed in blank or in favor of the applicable purchaser against payment
of the aggregate purchase price therefor by wire transfer of immediately
available funds.


 


(c)  The
following Transfers of Equity Securities by any Stockholder or its Affiliates
shall not be subject to the co-sale rights provided by this Section 3.4:  (A) Transfers to Permitted Transferees
of such Stockholder (or Permitted Transferees of such Permitted Transferees), (B) prior
to fifth anniversary of the Stock Purchase Closing Date, Transfers pursuant to
the Registration Rights Agreement and (c) Transfers following the fifth
anniversary of the Stock Purchase Closing Date.


 


SECTION 3.5.   Drag Along Right.
 (a)  If one or more
Stockholders desire to Transfer at least 50.01% of the Voting Securities of the
Company, then if requested by the Stockholder(s) Transferring such Voting
Securities (the “Section 3.5 Transferring Stockholder(s)”), such
other Stockholder (together with its Affiliates) (a “Selling Stockholder”)
shall be required to sell all of the Equity Securities held by it.


 


(b)  The
consideration to be received by a Selling Stockholder shall be the same form
and amount of consideration per share to be received by the Section 3.5
Transferring Stockholder(s), and the terms and conditions of such sale shall be
the same as those upon which the Section 3.5 Transferring Stockholder(s)
sells its Equity Securities.  In
connection with the transaction contemplated by Section 3.5(a) (the “Drag
Transaction”), the Selling Stockholder will agree to make or agree to the
same customary representations, covenants, indemnities and agreements as the Section 3.5
Transferring Stockholder(s) so long as they are made severally and not jointly
and the liabilities thereunder are borne on a pro rata basis based on the
consideration to be received by each Stockholder; provided, however,
that any general indemnity given by the Transferring Stockholder(s), applicable
to liabilities not specific to the Section 3.5 Transferring
Stockholder(s), to the purchaser in connection with such sale shall be
apportioned among the Selling Stockholders according to the consideration
received by each Selling Stockholder and shall not exceed such Selling
Stockholder’s proceeds from the sale; provided, further, that any
representation made by a Selling Stockholder shall relate only to such Selling
Stockholder and its Equity Securities.


 


(c)  The
fees and expenses, other than those payable to any Stockholder or any of their
respective Affiliates, incurred in connection with a sale under this Section 3.5
and for the benefit of all Stockholders (it being understood that costs
incurred by or on behalf of a Stockholder for his, her or its sole benefit will
not be considered to be for the benefit of all Stockholders), to the extent not
paid or reimbursed by the Company or the Transferee or acquiring Person, shall
be shared by all the Stockholders on a pro rata basis, based on the
consideration received by each Stockholder; provided that no Stockholder
shall be obligated to make any out-of-pocket expenditure prior to the
consummation of the transaction consummated pursuant to this Section 3.5
(excluding modest expenditures for postage, copies, etc.).


 


(d)  The
Section 3.5 Transferring Stockholder(s) shall provide written notice (the “Drag
Along Notice”) to each other Selling Stockholder of any proposed Drag
Transaction as


 


17





















 


soon as practicable following
its exercise of the rights provided in Section 3.5(a).  The Drag Along Notice shall set forth the
consideration to be paid by the purchaser for the securities and the material
terms of the Drag Transaction.


 


(e)  If
any holders of Equity Securities of any class are given an option as to the
form and amount of consideration to be received, all holders of Equity
Securities of such class will be given the same option.


 


(f)  At
least ten (10) Business Days prior to the consummation of the sale, each
Selling Stockholder shall deliver to the Company to hold in escrow pending
transfer of the consideration therefor, the duly endorsed certificate or
certificates representing the Equity Securities held by such Selling
Stockholder to be sold, and a stock power and limited power-of-attorney
authorizing the Company to take all actions necessary to sell or otherwise
dispose of such securities.  In the event
that a Selling Stockholder should fail to deliver the Equity Securities, the
Company shall cause the books and records of the Company to show that such Equity
Securities are bound by the provisions of this Section 3.5 and that such
securities may only be Transferred to the purchaser in such Drag Transaction.


 


(g)  Upon
the consummation of the Drag Transaction, the acquiring Person shall remit
directly to the Selling Stockholder, by wire transfer if available and if
requested by the Selling Stockholder, the consideration for the securities sold
pursuant thereto.


 


SECTION 3.6.   Void Transfers.  Any Transfer or attempted Transfer of Equity
Securities in violation of any provision of this Agreement shall be void.


 


ARTICLE IV



INTENTIONALLY OMITTED.


 


ARTICLE V



MISCELLANEOUS


 


SECTION 5.1.  
Stockholder Indemnification; Reimbursement of Expenses.


 


The Company agrees
to indemnify and hold harmless each Stockholder, their respective directors,
members, managers, officers and employees and their Affiliates (the
Stockholders, and the respective directors, officers, employees, partners,
members, managers, Affiliates and controlling persons thereof, each, an “Stockholder
Indemnitee”) from and against any and all liability, including, without
limitation, all obligations, costs, fines, claims, actions, injuries, demands,
suits, judgments, proceedings, investigations, arbitrations (including
stockholder claims, actions, injuries, demands, suits, judgments, proceedings,
investigations or arbitrations) and reasonable expenses, including reasonable
accountant’s and reasonable attorney’s fees and expenses (together the “Losses”),
incurred by such Stockholder Indemnitee before or after the date of this
Agreement and arising out of, resulting from, or relating to (i) such
Stockholder Indemnitee’s purchase and/or ownership of any Equity Securities, (ii) the


 


18





















 


transactions
contemplated by the Transaction Agreement (including the agreements described
therein), and any other purchase agreements pursuant to which any Stockholder
Indemnitee purchased securities of the Company and all agreements contemplated
thereby, or (iii) any litigation to which any Stockholder Indemnitee is made
a party in its capacity as a stockholder or owner of securities (or a partner,
director, officer, member, manager, employee, Affiliate or controlling person
of any Stockholder Indemnitee) of the Company; provided that the foregoing
indemnification rights in this Section 5.1 shall not be available to the
extent that (a) any such Losses are incurred as a result of such
Stockholder Indemnitee’s willful misconduct or gross negligence; (b) any
such Losses are incurred as a result of non-compliance by such Stockholder
Indemnitee with any laws or regulations applicable to any of them; (c) any
such Losses are incurred as a result of non-compliance by such Stockholder
Indemnitee with its obligations under any of the agreements or instruments
referenced above or any other agreements or instruments to which such
Stockholder Indemnitee is or becomes a party or otherwise becomes bound; or (d) subject
to the rights of contribution provided for below, to the extent indemnification
for any Losses would violate any applicable law, regulation or public
policy.  For purposes of this Section 5.1,
none of the circumstances described in the limitations contained in the proviso
in the immediately preceding sentence shall be deemed to apply absent a final
non-appealable judgment of a court of competent jurisdiction to such effect, in
which case to the extent any such limitation is so determined to apply to any
Stockholder Indemnitee as to any previously advanced indemnity payments made by
the Company under this Section 5.1, then such payments shall be promptly
repaid by such Stockholder Indemnitee to the Company.  The rights of any Stockholder Indemnitee to
indemnification hereunder will be in addition to any other rights any such
party may have under any other agreement or instrument referenced above or any
other agreement or instrument to which such Stockholder Indemnitee is or
becomes a party or is or otherwise becomes a beneficiary or under law or
regulation.  In the event of any payment of
indemnification pursuant to this Section 5.1, so long as any Stockholder
Indemnitee is fully indemnified for all Losses, the Company will be subrogated
to the extent of such payment to all of the related rights of recovery of the
Stockholder Indemnitee to which such payment is made against all other
Persons.  Such Stockholder Indemnitee
shall execute all papers reasonably required to evidence such rights.  The Company will be entitled at its election
to participate in the defense of any third party claim upon which
indemnification is due pursuant to this Section 5.1 or to assume the
defense thereof, with counsel reasonably satisfactory to such Stockholder
Indemnitee unless, in the reasonable judgment of the Stockholder Indemnitee, a
conflict of interest between the Company and such Stockholder Indemnitee may
exist, in which case such Stockholder Indemnitee shall have the right to assume
its own defense and the Company shall be liable for all reasonable expenses
therefor.  Except as set forth above,
should the Company assume such defense all further defense costs of the
Stockholder Indemnitee in respect of such third party claim shall be for the
sole account of such party and not subject to indemnification hereunder.  The Company will not without the prior written
consent of the Stockholder Indemnitee effect any settlement of any threatened
or pending third party claim in which such Stockholder Indemnitee is or could
have been a party and be entitled to indemnification hereunder unless such
settlement solely involves the payment of money and includes an unconditional
release of such Stockholder Indemnitee from all liability and claims that are
the subject matter of such claim.  If the
indemnification provided for above is unavailable in respect of any Losses, then
the Company, in lieu of indemnifying an Stockholder Indemnitee, shall
contribute to the amount paid or payable by such Stockholder Indemnitee in such
proportion as is


 


19





















 


appropriate
to reflect the relative fault of the Company and such Stockholder Indemnitee in
connection with the actions which resulted in such Losses, as well as any other
equitable considerations.


 


The Company agrees
to pay or reimburse (i) the Stockholders for (A) all reasonable costs
and expenses (including reasonable attorneys fees, charges, disbursement and
expenses) incurred in connection with any amendment, supplement, modification
or waiver of or to any of the terms or provisions of this Agreement, the
Transaction Agreement or any related agreements and (B) in connection with
any stamp, transfer, documentary or other similar taxes, assessments or charges
levied by any governmental or revenue authority in respect of this Agreement,
the Transaction Agreement or any related agreements; and (ii) each
Stockholder for all costs and expenses of such Stockholder (including
reasonable attorneys fees, charges, disbursement and expenses) incurred in
connection with (1) the consent to any departure by the Company or any of
its Subsidiaries from the terms of any provision of this Agreement, the
Transaction Agreement or any related agreements and (2) the enforcement or
exercise by such Stockholder of any right granted to it or provided for
hereunder.


 


SECTION 5.2.   Effectiveness;
Termination.  This Agreement shall
become effective on the Initial Public Offering Closing Date.  Subject to the early termination of any
provision as a result of an amendment to this Agreement agreed to by the
Company and the Stockholders as provided under Section 5.8, (i) the
provisions of Article II shall, with respect to each Stockholder,
terminate as provided in the applicable Section of Article II or, if
not so provided, as provided in Section 2.6, (ii) the provisions of
Sections 2.4, 2.5, 3.2 and 3.4 shall terminate as provided therein and (iii) Sections
3.1, 3.6 and 5.1 of this Agreement shall not terminate.  Nothing herein shall relieve any party from
any liability for the breach of any of the agreements set forth in this
Agreement.


 


SECTION 5.3.   Amendments and
Waivers.  Except as otherwise
provided herein, no modification, amendment or waiver of any provision of this
Agreement shall be effective without the approval of the Company and each
Stockholder; provided, that any Stockholder may waive (in writing) the benefit
of any provision of this Agreement with respect to itself for any purpose.  The failure of any party to enforce any of
the provisions of this Agreement shall in no way be construed as a waiver of
such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its
terms.  Each of Constellation, Carlyle
and Providence hereby agrees not to consent to amend this Agreement in order to
modify or eliminate the right of its affiliated VCOC Fund to appoint a
Stockholder Designee without the consent of such affiliated VCOC Fund.


 


SECTION 5.4.   Successors, Assigns
and Transferees.  This Agreement
shall bind and inure to the benefit of and be enforceable by the parties hereto
and their respective successors and permitted assigns.  Stockholders may assign their respective
rights and obligations hereunder to any Transferees only to the extent
expressly provided herein.


 


SECTION 5.5.   Legend.  (a)  All certificates representing
the Equity Securities held by each Stockholder shall bear a legend
substantially in the following form:


 


20





















 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS
AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT
EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO
AN EXEMPTION FROM REGISTRATION THEREUNDER. 
THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE,
AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.


 


(b)  Upon
the sale of any Equity Securities pursuant to (i) an effective
registration statement under the Securities Act or pursuant to Rule 144
under the Securities Act or (ii) another exemption from registration under
the Securities Act or upon the termination of this Agreement, the certificates
representing such Equity Securities shall be replaced, at the expense of the
Company, with certificates or instruments not bearing the legends required by
this Section 5.5; provided that the Company may condition such
replacement of certificates under clause (ii) upon the receipt of an
opinion of securities counsel reasonably satisfactory to the Company.


 


SECTION 5.6.   Notices.  All notices and other communications required
or permitted hereunder shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified; (b) when
sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next Business Day, provided that a copy
of such notice is also sent via nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt; (c) five
(5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (d) one (1) Business Day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. 
All communications shall be sent to such party’s address as set forth
below or at such other address as the party shall have furnished to each other
party in writing in accordance with this provision:


 


	
  If
  to the Company or PanAmSat

  	
  PanAmSat Holding
  Corporation/PanAmSat Corporation

  20 Westport Road

  Wilton, Connecticut  06897

  Attention:    James W. Cuminale

  Telecopy:    203-210-8684

  
	
   

  	
   

  
	
  with
  a copy to:

  (which shall not

  constitute notice)

  	
  Simpson Thacher &
  Bartlett LLP

  425 Lexington Avenue

  New York, New York  10017

  Attention:    Gary I. Horowitz

                      Marni
  J. Lerner

  Telecopy:    (212) 455-2502

  



 


21





















 


	
  If
  to Constellation or KKR Fund:

  	
  Constellation,
  LLC

  c/o Kohlberg Kravis & Roberts & Co.

  9 West 57th Street

  New York, New York  10019

  Attention:    Alex Navab

  Telecopy:    (212) 750-0003

  
	
   

  	
   

  
	
  with
  a copy to:

  (which shall not

  constitute notice)

  	
  Simpson Thacher &
  Bartlett LLP

  425 Lexington Avenue

  New York, New York  10017

  Attention:    Gary I. Horowitz

                      Marni
  J. Lerner

  Telecopy:    (212) 455-2502

  
	
   

  	
   

  
	
  If
  to Carlyle or the Carlyle Fund:

  	
  Carlyle PanAmSat
  I, L.L.C.

  Carlyle PanAmSat II, L.L.C.

  1001 Pennsylvania Avenue, N.W.

  Suite 220 South

  Washington, D.C.  20004

  Attention:    Bruce E. Rosenblum

  Telecopy:    (202) 347-9250

  
	
   

  	
   

  
	
  with
  a copy to:

  (which shall not

  constitute notice)

  	
  Latham & Watkins LLP

  555 Eleventh Street, NW

  Suite 1000

  Washington, D.C.  20004-1304

  Attention: Daniel T. Lennon

  Telecopy: (202) 637-2201

  
	
   

  	
   

  
	
  If
  to Providence or the Providence Fund:

  	
  PEP PAS, LLC

  PEOP PAS, LLC

  50 Kennedy Plaza

  18th Floor

  Providence, RI  02903

  Attention: Paul Salem

  Telecopy: (401) 751-1709

  
	
   

  	
   

  
	
  with
  a copy to:

  (which shall not

  constitute notice)

  	
  Latham &
  Watkins LLP

  555 Eleventh Street, NW

  Suite 1000

  Washington, D.C.  20004-1304

  Attention: Daniel T. Lennon

  Telecopy: (202) 637-2201

  



 


SECTION 5.7.   Further Assurances.
 At any time or from time to time after
the date hereof, the parties agree to cooperate with each other, and at the
request of any other party, to execute and deliver any further instruments or
documents and to take all such further action as


 


22





















 


the
other party may reasonably request in order to evidence or effectuate the
consummation of the transactions contemplated hereby and to otherwise carry out
the intent of the parties hereunder.


 


SECTION 5.8.   Entire Agreement.
 Except as otherwise expressly set forth
herein, this Agreement together with the Registration Rights Agreement embodies
the complete agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersedes and preempts any prior
understandings, agreements or representations by or among the parties, written
or oral, that may have related to the subject matter hereof in any way.


 


SECTION 5.9.   Restrictions on
Other Agreements; Bylaws.  (a)  Following
the Stock Purchase Closing Date, no Stockholder or any of its, her or his
Permitted Transferees shall enter into or agree to be bound by any stockholder
agreements or arrangements of any kind with any Person with respect to any
Equity Securities except pursuant to the agreements specifically contemplated
by the Transaction Agreement and the Registration Rights Agreement or expressly
permitted hereunder.


 


(b)  The
provisions of this Agreement shall be controlling if any such provisions or the
operation thereof conflict with the provisions of the Company’s by-laws.  Each of the parties covenants and agrees to
vote their Equity Securities and to take any other action reasonably requested
by the Company or any Stockholder to amend the Company’s by-laws so as to avoid
any conflict with the provisions hereof.


 


SECTION 5.10.   Delays or Omissions.
 It is agreed that no delay or omission
to exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement, shall impair
any such right, power or remedy, nor shall it be construed to be a waiver of
any such breach, default or noncompliance, or any acquiescence therein, or of
or in any similar breach, default or noncompliance thereafter occurring.  It is further agreed that any waiver, permit,
consent or approval of any kind or character on the part of any party hereto of
any breach, default or noncompliance under this Agreement or any waiver on such
party’s part of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in
such writing.  All remedies, either under
this Agreement, by law, or otherwise afforded to any party, shall be cumulative
and not alternative.


 


SECTION 5.11.   Governing Law;
Jurisdiction; Waiver of Jury Trial.  This Agreement shall be governed in all
respects by the laws of the State of Delaware. 
No suit, action or proceeding with respect to this Agreement may be
brought in any court or before any similar authority other than in a court of
competent jurisdiction in the State of New York, and the parties hereto hereby
submit to the exclusive jurisdiction of such courts for the purpose of such
suit, proceeding or judgment.  Each party
hereto hereby irrevocably waives any right it may have had to bring such an
action in any other court, domestic or foreign, or before any similar domestic
or foreign authority.  Each of the
parties hereto hereby irrevocably and unconditionally waives trial by jury in
any legal action or proceeding in relation to this Agreement and for any
counterclaim therein.


 


23





















 


SECTION 5.12.   Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this Agreement shall
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


SECTION 5.13.   Enforcement.  Each party hereto acknowledges that money
damages would not be an adequate remedy in the event that any of the covenants
or agreements in this Agreement are not performed in accordance with its terms,
and it is therefore agreed that in addition to and without limiting any other
remedy or right it may have, the non-breaching party will have the right to an
injunction, temporary restraining order or other equitable relief in any court
of competent jurisdiction enjoining any such breach and enforcing specifically
the terms and provisions hereof.


 


SECTION 5.14.   Titles and
Subtitles.  The titles of the
sections and subsections of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.


 


SECTION 5.15.   No Recourse.  Notwithstanding anything that may be expressed
or implied in this Agreement, the Company and each Stockholder covenant, agree
and acknowledge that no recourse under this Agreement or any documents or
instruments delivered in connection with this Agreement shall be had against
any current or future director, officer, employee, general or limited partner
or member of any Stockholder or of any Affiliate or assignee thereof, whether
by the enforcement of any assessment or by any legal or equitable proceeding,
or by virtue of any statute, regulation or other applicable law, it being
expressly agreed and acknowledged that no personal liability whatsoever shall
attach to, be imposed on or otherwise be incurred by any current or future officer,
agent or employee of any Stockholder or any current or future member of any
Stockholder or any current or future director, officer, employee, partner or
member of any Stockholder or of any Affiliate or assignee thereof, as such for
any obligation of any Stockholder under this Agreement or any documents or
instruments delivered in connection with this Agreement for any claim based on,
in respect of or by reason of such obligations or their creation.


 


SECTION 5.16.   Counterparts;
Facsimile Signatures.  This Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.  This Agreement may be executed by facsimile
signature(s).


 


[Rest of page intentionally left blank]


 


24





















 


IN WITNESS
WHEREOF, the parties hereto have executed this Amended and Restated
Stockholders Agreement as of the date set forth in the first paragraph hereof.


 


	
   

  	
  PANAMSAT HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  PANAMSAT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONSTELLATION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARLYLE PANAMSAT I, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARLYLE PANAMSAT II, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PEP PAS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to PanAmSat Holding
Second Amended and Restated Stockholders Agreement


 





















 


	
   

  	
  PEOP PAS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  



 


Signature Page to PanAmSat Holding
Second Amended and Restated Stockholders Agreement


 





















 


	
   

  	
  CARLYLE PARTNERS III-

  TELECOMMUNICATIONS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TC Group III, L.P.

  	
   

  
	
   

  	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TC Group III, L.L.C.

  	
   

  
	
   

  	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCG Group, L.L.C.

  	
   

  
	
   

  	
   

  	
  its Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCG Holdings, L.L.C.

  	
   

  
	
   

  	
   

  	
  its Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
  PROVIDENCE EQUITY PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  KKR MILLENNIUM FUND L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR ASSOCIATES MILLENNIUM L.P.

  	
   

  
	
   

  	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR MILLENNIUM GP LLC

  	
   

  
	
   

  	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:  Member

  	
   

  



 


Signature Page to PanAmSat Holding
Second Amended and Restated Stockholders Agreement


 





















 


Exhibit A


 


Assignment and Assumption Agreement


 


Pursuant to
the Second Amended and Restated Stockholders Agreement, dated as of August 20,
2004 and amended and restated as of October 14, 2004, and amended and
restated as of February     , 2005 (the “Stockholders
Agreement”), among PanAmSat Holding Corporation, a Delaware corporation
(the “Company”), PanAmSat Corporation, a Delaware corporation, each of
the stockholders of the Company whose name appears on the signature pages listed
therein (each, a “Stockholder” and collectively, the “Stockholders”),
and each of the other signatories thereto,                   ,
(the “Transferor”) hereby assigns to the undersigned the rights that may
be assigned thereunder with respect to the Equity Securities so Transferred,
and the undersigned hereby agrees that, having acquired Equity Securities as
permitted by the terms of the Stockholders Agreement, the undersigned shall
assume the obligations of the Transferor under the Stockholders Agreement with
respect to the Equity Securities so Transferred. Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Stockholders
Agreement.


 


Listed below
is information regarding the Equity Securities:


 


	
  Number of Shares of

  Common Stock

  
	
   

  
	
   

  
	
   

  



 


IN WITNESS
WHEREOF, the undersigned has executed this Assumption Agreement as of                     
      , 20    .


 


	
   

  	
  [NAME OF
  TRANSFEREE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  
	
  PANAMSAT HOLDING CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


Exhibit B


 


FSS Operators


 


	
  1.

  	
  SES Global and its subsidiaries (Asiasat, Nahuelsat, Star One,
  NordicSat, etc.)

  
	
  2.

  	
  Intelsat and its subsidiaries

  
	
  3.

  	
  Eutelsat and its subsidiaries (Hispasat, Hispamar, Amazonas)

  
	
  4.

  	
  JSAT

  
	
  5.

  	
  Telesat Canada

  
	
  6.

  	
  Space Communications Corp. (SCC – Japan)

  
	
  7.

  	
  Loral Orion

  
	
  8.

  	
  Singtel Optus Australia

  
	
  9.

  	
  Satmex

  
	
  10.

  	
  Measat/Binariang (Malaysia)

  
	
  11.

  	
  EuropeStar

  
	
  12.

  	
  New Skies

  



 


Value Added Providers (Resellers,
Service Providers, TT&C and Teleports)


 


	
  1.

  	
  HNS

  
	
  2.

  	
  Vyvx

  
	
  3.

  	
  Globecast

  
	
  4.

  	
  Ascent
  Media

  
	
  5.

  	
  Space
  Connection

  
	
  6.

  	
  Microspace

  



 


G2 Competitors


 


	
  1.

  	
  Artel

  
	
  2.

  	
  Arrowhead Global Solutions

  
	
  3.

  	
  Spacelink

  
	
  4.

  	
  Comtech

  
	
  5.

  	
  Marshall Communications

  
	
  6.

  	
  Lyman Brothers

  
	
  7.

  	
  AIS

  
	
  8.

  	
  Connaly

  
	
  9

  	
  Stratos