Monitoring Fee Agreement, dated as of July 3, 2006



 Exhibit 10.32 
 EXECUTION COPY 
 THIS MONITORING FEE AGREEMENT is dated as of July 3, 2006 (this
“Agreement”) and is between Intelsat (Bermuda), Ltd., a Bermuda company (“Intelsat Bermuda”), Apax Europe V GP Co. Limited and Apax Partners, L.P. (collectively, “Apax”), Apollo
Management V, L.P. (“Apollo”), MDP Global Investors Limited (“MDP”) and Permira Advisers, LLC (“Permira”) (each of Apax, Apollo, MDP and Permira, a
“Sponsor”). 
 RECITALS 
 WHEREAS, Intelsat Bermuda and Proton Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Intelsat Bermuda (“Proton”), have entered into that certain Merger Agreement,
by and among Intelsat Bermuda, PanAmSat Holding Corporation (“PanAmSat”) and Proton, dated as of August 28, 2005 (the “Merger Agreement”); 
 WHEREAS, on the terms and subject to the conditions of the Merger Agreement, Proton will merge with and into PanAmSat (the
“Merger”), with PanAmSat continuing as the surviving corporation. All references to PanAmSat from and after the Merger are references to the company continuing as a result of the Merger. 
 WHEREAS, funds advised or represented by the Sponsors (each such fund, an “Investor”) are shareholders of Intelsat
Holdings, Ltd. (“Parent”), the ultimate parent of Intelsat Bermuda, and have entered into that certain Shareholders Agreement dated January 27, 2005 (as amended, the “Shareholders Agreement”);

 WHEREAS, the Sponsors have expertise in the areas of finance, strategy, investment, acquisitions and other matters relating to
Intelsat Bermuda, PanAmSat and their respective businesses. 
 WHEREAS, Intelsat Bermuda desires to avail for itself and its
subsidiaries, for the term of this Agreement, of the Sponsors’ expertise in providing financial and structural analysis, due diligence investigations, corporate strategy, other advice and negotiation assistance with respect to Intelsat Bermuda
and its subsidiaries, which Intelsat Bermuda believes will be beneficial to it and its subsidiaries, and the Sponsors wish to provide the services to Intelsat Bermuda and its subsidiaries as set forth in this Agreement in consideration of the
payment of the fees described below. 
 NOW, THEREFORE, in consideration of the premises and agreements contained herein and of other
good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties agree as follows: 
 AGREEMENT

 SECTION 1. Appointment. Intelsat Bermuda hereby engages the Sponsors to provide the services described in Section 2
(the “Services”) for the term of this Agreement on the terms and subject to the conditions of this Agreement. 
 SECTION 2. Services. The Sponsors agree that during the term of this Agreement, they will provide to Intelsat Bermuda and its subsidiaries, by and through 








 
themselves, their affiliates and such respective officers, employees, representatives and third parties (collectively hereinafter referred to as the
“Sponsor Designees”) as the Sponsors in their sole discretion may designate from time to time, monitoring, advisory and consulting services in relation to the affairs of Intelsat Bermuda and its subsidiaries, including, without
limitation, (a) advice regarding the structure, terms, conditions and other provisions, distribution and timing of debt and equity offerings and advice regarding relationships with Intelsat Bermuda’s and its subsidiaries’ lenders and
bankers, (b) advice regarding the strategy of Intelsat Bermuda and its subsidiaries, (c) advice regarding dispositions and/or acquisitions and (d) such other advice directly related or ancillary to the above financial advisory
services as may be reasonably requested by Intelsat Bermuda or its subsidiaries; provided that the responsibilities of any Sponsor shall not be substantially disproportionate to the responsibilities of the other Sponsors. It is expressly
agreed that the services to be performed hereunder will not include investment banking or other financial advisory services which may be provided by the Sponsors or any of their affiliates or Sponsor Designees to Intelsat Bermuda and its
subsidiaries in connection with any specific acquisition, divestiture, refinancing or recapitalization by Intelsat Bermuda or any of its subsidiaries. The Sponsors or their Sponsor Designees may be entitled to receive additional compensation for
providing services of the type specified in the preceding sentence by mutual agreement of Intelsat Bermuda or such subsidiary, on the one hand, and one or more of the Sponsors or their relevant affiliates or Sponsor Designees, on the other hand.

 SECTION 3. Fees. 
 (a) Monitoring Fee. In consideration of the Services being provided by the Sponsors and their Sponsor Designees, Intelsat Bermuda will pay to the Sponsors (other than a Sponsor affiliated with a Non-Eligible Investor Group, as such
term is defined in the Shareholders Agreement) an annual monitoring fee in respect of each fiscal year from and including fiscal 2006 in an amount equal to the greater of $6.25 million or 1.25% of Adjusted EBITDA for such fiscal year (the
“Monitoring Fee”). A payment of $6.25 million in respect of the Monitoring Fee for fiscal 2006 shall be paid on July 3, 2006 at or prior to the time of the Merger, and Intelsat Bermuda will pay the Sponsors (other than a
Sponsor affiliated with a Non-Eligible Investor Group) an amount equal to the excess, if any, of 1.25% of Adjusted EBITDA for fiscal 2006 over $6.25 million, such amount to be paid promptly upon the determination of Adjusted EBITDA for fiscal 2006.
On the first business day on or after January 1 of each fiscal year, commencing on January 2, 2007, Intelsat Bermuda will make a payment of $6.25 million in respect of the Monitoring Fees in respect of such fiscal year, and will promptly
upon the earlier of March 31 of such fiscal year or the determination of Adjusted EBITDA for the immediately preceding fiscal year pay the Sponsors (other than a Sponsor affiliated with a Non-Eligible Investor Group) the excess, if any, of
1.25% of Adjusted EBITDA for the immediately preceding fiscal year over $6.25 million. In the event the Termination Date occurs prior to the last day of any fiscal year, the Monitoring Fee with respect to such fiscal year shall be payable on the
Termination Date, such Monitoring Fee shall be calculated for purposes of this sentence based upon the greater of (i) the highest Adjusted EBITDA attained in any of the three most recent fiscal years or (ii) if the Termination Date occurs
subsequent to the 180th day of any fiscal year, the extrapolated Adjusted EBITDA based upon the completed portion of such fiscal year. Except as set forth in paragraph (c), any amounts payable by Intelsat Bermuda to the Sponsors pursuant to this
Section 3 shall be divided equally among and paid to each respective Sponsor that is not a Sponsor affiliated with a Non-Eligible Investor Group (as defined in the Shareholders Agreement). All amounts paid by Intelsat Bermuda to the Sponsors
pursuant to 








 
this Section 3 shall be made by wire transfer in same-day funds to the respective bank accounts designated by the Sponsors. At the election of the
Sponsors, the payment of any amount due to the Sponsors hereunder may be deferred for one year, in which case Intelsat Bermuda shall pay such deferred amount, taking into account the accrual of interest at the Discount Rate, in the following year,
in addition to the Monitoring Fee and any other fees payable hereunder to the Sponsors in such following year. The Monitoring Fee shall be payable regardless of the level of Services provided during any fiscal year and shall not be refundable under
any circumstances. For purposes of this Agreement, “Termination Date” means the earliest of (i) the twelfth anniversary of the date hereof, (ii) such time as the Sponsors and their affiliates then owning beneficial
economic interests in the Parent own less in the aggregate than 5% of the beneficial economic interest of the Parent and (iii) such earlier date as Intelsat Bermuda and the Sponsors may mutually agree upon. For purposes of this Section 3,
“Adjusted EBITDA” shall mean Adjusted EBITDA of PanAmSat Corporation, a Delaware corporation, as such term is defined in the indenture, dated July 3, 2006, among PanAmSat Corporation, the Guarantors named therein and
Wells Fargo Bank, National Association, as trustee. 
 (b) Transaction Fee. In consideration of the Services provided by the Sponsors
or their Sponsor Designees in connection with the transactions contemplated by the Merger Agreement, on July 3, 2006 at or prior to the time of the Merger, Intelsat Bermuda will pay the Sponsors an aggregate transaction fee in the amount of
$40,000,000 (the “Transaction Fee”), with each Sponsor or its designee, as the case may be, receiving the portion thereof of the Transaction Fee equal to the amount of the Transaction Fee multiplied by a quotient where the numerator
is the Value of shares held by the Investor Group affiliated with such Sponsor, and the denominator is the Value of all shares held by all Investor Groups. 
 (c) Change of Control or Initial Public Offering. The parties acknowledge and agree that an objective of Intelsat Bermuda is to maximize value for its direct and indirect shareholders which may include
consummating (or participating in the consummation of) (i) a Change of Control (as defined below) or (ii) a Qualified IPO (as defined below). The Services provided to Intelsat Bermuda by the Sponsors will help to facilitate the
consummation of a Change of Control or Qualified IPO, should Intelsat Bermuda decide to pursue such a transaction. In consideration of the agreements contained herein, following the provision of notice to the Sponsors by Intelsat Bermuda of Intelsat
Bermuda’s intent to enter into, or cause, a Change of Control or Qualified IPO, the Sponsors may elect at any time in connection with or in anticipation of such Change of Control or Qualified IPO (or at any time thereafter) (which election can
be made by decision of any three of the Sponsors by the delivery of written notice to Intelsat Bermuda (such notice, the “Notice” and the date on which such Notice is delivered to Intelsat Bermuda, the “Notice
Date”)) to receive the Lump Sum Payment (as defined below), in consideration of the termination of Services and for any remaining Monitoring Fees payable by Intelsat Bermuda under this Agreement, such amount to be paid, unless
prohibited by and subject to the terms of any agreement or indenture governing indebtedness of Intelsat Bermuda or any of its subsidiaries, on the date on which the Change of Control or Qualified IPO is consummated, or, if the Notice occurs
subsequent to such date, as soon as practicable, but in no event, unless prohibited by and subject to the terms of any agreement or indenture governing indebtedness of Intelsat Bermuda or any of its subsidiaries, later than 30 days subsequent to the
Notice Date. The “Lump Sum Payment” shall be a single lump sum cash payment equal to the then present value of all then current and future Monitoring Fees payable under this Monitoring Fee Agreement, assuming the Termination
Date to be the twelfth anniversary hereof (using a 








 
discount rate equal to the yield to maturity on the Notice Date of the class of outstanding U.S. government bonds having a final maturity closest to the
twelfth anniversary of the date hereof (the “Discount Rate”)), and assuming further that each future annual Monitoring Fee would equal the greater of the (i) highest annual Monitoring Fee earned over the three fiscal
years immediately preceding the fiscal year in which Notice is delivered, provided if the Notice is delivered during the first fiscal year of this agreement this clause (i) shall refer to the annual Monitoring Fee earned for such fiscal year or
(ii) if the Notice Date occurs subsequent to the 180th day of any fiscal year, the Monitoring Fee payable with respect to such fiscal year calculated with reference to the extrapolated Adjusted EBITDA based upon the completed portion of such
fiscal year; provided, that no portion of the Lump Sum Payment shall be payable to any Sponsor if on the Notice Date the Investors affiliated with such Sponsor do not collectively own any beneficial economic interest in the Parent. Each
Sponsor, other than a Sponsor affiliated with an Investor Group which at the time of payment of the Lump Sum Payment is a Non-Eligible Investor Group, will be paid a portion of the Lump Sum Payment equal to the amount of the Lump Sum Payment
multiplied by a quotient where the numerator is the Value of shares held at the time of such payment by the Investor Group affiliated with such Sponsor, and the denominator is the Value of all shares held by all Investor Groups that at such time are
not Non-Eligible Investor Groups. The Lump Sum Payment will be payable to the Sponsors by wire transfer in same-day funds to the respective bank account designated by the Sponsors. For purposes of this Agreement, a “Qualified IPO”
means a public offering and sale of equity securities of PanAmSat, Parent, Intelsat, Ltd. or Intelsat Bermuda (or any other entity or entities created through any merger, consolidation, recapitalization, transfer or sale of shares or assets, or
contribution of assets and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of entity, formation of new entity, or any other transaction or group of related transactions (in each case other than to or with
an unaffiliated third party) for purposes of conducting a public offering and sale of an interest in the business conducted by or assets of PanAmSat, Parent, Intelsat, Ltd. or Intelsat Bermuda (each an “IPO Reorganization”)),
in any transaction or series of related transactions, pursuant to an effective registration statement (other than on Form S-4, S-8 or their equivalents) filed under the United States Securities Act of 1933, as amended which yield net proceeds to
PanAmSat, Parent, Intelsat, Ltd. or Intelsat Bermuda (or any other entity or entities created through an IPO Reorganization) in excess of $150 million or which results in least 10% of the total outstanding shares of common stock (or other
securities) being sold to the public in a primary offering. For purposes of this Agreement, a “Change of Control” means a transaction (including, without limitation, any merger, consolidation or sale of assets or equity
interests) the result of which is that any person other than an Investor or a Permitted Transferee (as defined in the Shareholders Agreement) of an Investor becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock,
or all or substantially all of the assets of Parent, Intelsat, Ltd., Intelsat Bermuda, PanAmSat or PanAmSat Corporation. 
 (d)
Non-Payment. To the extent Intelsat Bermuda does not pay any portion of the Lump Sum Payment or the Monitoring Fee by reason of any prohibition on such payment pursuant to the terms of any agreement or indenture governing indebtedness of
Intelsat Bermuda or its subsidiaries, any unpaid portion of the Lump Sum Payment or the Monitoring Fee shall be paid to the Sponsors on the first date on which the payment of such unpaid amount is permitted under such agreement or indenture, to the
extent permitted by such agreement or indenture. Any portion of the Lump Sum Payment or the Monitoring Fee not paid by Intelsat Bermuda on the scheduled due date shall bear interest at an annual rate equal to the Discount Rate, compounded 








 
quarterly, from the date due until paid. For these purposes, determination of which Sponsors are entitled to receive payment in accordance with this
Section 3 shall be made as of the scheduled due date, as opposed to the actual date of payment. 
 SECTION
4. Reimbursements. In addition to the fees payable pursuant to this Agreement, on the date this Agreement first takes effect or on the date on which the closing of the Merger occurs, and thereafter as proper invoices are
presented, Intelsat Bermuda will pay directly or reimburse the Sponsors and each of their respective Sponsor Designees for their respective Out-of-Pocket Expenses (as defined below). For the purposes of this Agreement, the term
“Out-of-Pocket Expenses” means the reasonable out-of-pocket costs and expenses incurred by a Sponsor and its respective Sponsor Designees in connection with the Services provided under this Agreement (including prior to the
Effective Date), including, without limitation, (a) fees and disbursements of any independent professionals and organizations, including independent accountants, financial advisors, outside legal counsel, advisors or consultants, retained by
such Sponsor or any of their Sponsor Designees, (b) costs of any outside services or independent contractors such as couriers, business publications, on-line financial services or similar services, retained or used by such Sponsor or any of
their respective Sponsor Designees, (c) transportation, per diem costs, word processing expenses or any similar expense not associated with their or their Sponsor Designees’ ordinary operations, (d) all fees, costs and expenses
incurred by the Sponsors or their Sponsor Designees (including those set forth in clauses (a) through (c) above) in connection with the investigation, consideration, entering into or consummation of the Merger Agreement and the
transactions contemplated thereby or incurred by it or its Sponsor Designees for the benefit of the Investors collectively in connection with the Merger Agreement and the transactions contemplated thereby. All payments or reimbursements for
Out-of-Pocket Expenses will be made by wire transfer in same-day funds to the bank account designated by such Sponsor or its relevant Sponsor Designee (if such Out-of-Pocket Expenses were incurred by such Sponsor or their or their Sponsor Designees)
promptly upon or as soon as practicable following request for reimbursement in accordance with this Agreement, or at such Sponsor’s election to the account indicated to Intelsat Bermuda by the relevant payee. 
 SECTION 5. Indemnification. Intelsat Bermuda will indemnify and hold harmless the Sponsors, their Sponsor Designees and their
respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives (each such person being an “Indemnified Party”) from and against any and all
losses, claims, damages and liabilities, including in connection with seeking indemnification, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the Services contemplated by this
Agreement or the engagement of the Sponsors or their Sponsor Designees pursuant to, and the performance by the Sponsors and their Sponsor Designees of the Services contemplated by, this Agreement, whether or not pending or threatened, whether or not
an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by Intelsat Bermuda or any of its subsidiaries. Intelsat Bermuda will
reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any
action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a
party thereto. Intelsat Bermuda will not be 








 
liable under the foregoing indemnification provision with respect to any particular loss, claim, damage, liability, cost or expense of an Indemnified Party
to the extent that such is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The attorneys’ fees and other
expenses of an Indemnified Party shall be paid by Intelsat Bermuda as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the
Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. 
 SECTION
6. Accuracy of Information. Intelsat Bermuda shall furnish or cause to be furnished to the Sponsors such information as the Sponsors or their Sponsor Designees believe reasonably appropriate to their monitoring, advisory and
consulting services hereunder and to comply with Securities and Exchange Commission or other legal requirements relating to the beneficial ownership by the Investors of equity securities of Parent (all such information so furnished, the
“Information”). Intelsat Bermuda recognizes and confirms that the Sponsors (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the
Services contemplated by this Agreement without having independently verified the same, (b) do not assume responsibility for the accuracy or completeness of the Information and such other information and (c) are entitled to rely upon the
Information without independent verification. 
 SECTION 7. Effective Date. This Agreement will become effective as
of the effective time of the Merger. 
 SECTION 8. Term. The obligation to provide Services shall commence upon the
effective time of the Merger and continue through and until the earlier of (i) the Termination Date or (ii) a transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests) the result of which
is the termination of the Shareholders Agreement; provided, however that Intelsat Bermuda’s obligations pursuant to Sections 3, 4, and 5 shall survive any such termination. 
 SECTION 9. Permissible Activities. Nothing herein will in any way preclude the Sponsors or their Sponsor Designees (other than
PanAmSat or its subsidiaries and their respective employees) or their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents or representatives from engaging in any business
activities or from performing services for its or their own account or for the account of others, including for companies that may be or are in competition with the (or any) business conducted by Intelsat Bermuda or any of its subsidiaries.

 SECTION 10. Miscellaneous. 
 (a) No amendment or waiver of any provision of this Agreement, or consent to any departure by any party hereto from any such provision, will be effective unless it is in writing and signed by the parties hereto. Any
amendment, waiver or consent will be effective only in the specific instance and for the specific purpose for which given. The waiver by any party of any breach of this Agreement will not operate as or be construed to be a waiver by such party of
any subsequent breach. 







 (b) Any notices or other communications required or permitted hereunder will be sufficiently given if
delivered personally or by overnight courier, addressed as follows or to such other address of which the parties may have given written notice: 
  

					
	To Intelsat Bermuda:	    	 Intelsat (Bermuda), Ltd.
 Wellesley House
North, 2nd Floor
 90 Pitts Bay Road,
 Pembroke,
Bermuda

		
	To Apax:	    	 Apax Partners Worldwide, LLP
 15 Portland
Place
 London W1B 1PT
 United Kingdom

			
		    	Attn:	 	Andrew Sillitoe
		
		    	 With copy to:
  
 Apax Partners, L.P.
 445 Park Avenue
 11th Floor
 New York, NY 10022
  

			
		    	Attn:	 	Alan Peyrat
		
	To Apollo:	    	 Apollo Management V, L.P.
 9 West 57th
Street
 43rd Floor
 New York, NY 10019
  
 Attn: Andrew D. Africk

		
	To MDP:	    	 MDP Global Investors Limited
 Three First
National Plaza
 Suite 3800
 Chicago, IL
60602

			
		    	Attn:	 	James Perry
		
	To Permira:	    	 Permira Advisers LLC
 320 Park
Avenue
 33rd Floor
 New York, NY 10022
  
 Attention: Allen Haight

		
	With a copy to, in the case of
correspondence with any Sponsor:	    	 Wachtell, Lipton, Rosen & Katz
 51 West
52nd Street
 New York,
NY 10019

			
		    	Attn:	 	 David M. Silk
 Mark Gordon









 Unless otherwise specified herein, such notices or other communications will be deemed received (i) on the date
delivered, if delivered personally, and (ii) one business day after being sent by overnight courier. 
 (c) This Agreement and the
Shareholders Agreement will constitute the entire agreement between the parties with respect to the subject matter hereof, and will supersede all previous oral and written (and all contemporaneous oral) negotiations, commitments, agreements and
understandings relating hereto. 
 (d) This Agreement will be governed by, and construed in accordance with, the laws of the State of New
York. 
 (e) The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective
successors. Subject to the next sentence, no Person other than the parties hereto and their respective successors is intended to be a beneficiary of this Agreement. The parties acknowledge and agree that the Sponsor Designees and the respective
partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives of the Sponsors are third-party beneficiaries under Section 5 of this Agreement. 
 (f) This Agreement may be executed by one or more parties to this Agreement on any number of separate counterparts (including by facsimile), and all of
said counterparts taken together will be deemed to constitute one and the same instrument. 
 (g) Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. 







 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Monitoring
Fee Agreement on the date first written above. 
  

					
	 INTELSAT (BERMUDA), LTD.

		
	 By:
	 	 /s/ Conny Kullman

		 	 Name:
	 	 Conny Kullman

		 	 Title:
	 	 Chairman and Chief Executive Officer

	
	 APAX EUROPE V GP CO. LIMITED

	
	 APAX EUROPE V GP CO. LIMITED
 in its capacity as General Partner of Apax Europe V GP, L.P., the General Partners of Apax Europe V

		
	 By:
	 	 /s/ Denise Fallaize

		 	 Name:
	 	 Denise Fallaize

		 	 Title:
	 	 Director

	
	APAX PARTNERS, L.P.
		
	 By:
	 	 Apax Partners, LLC

		
	 By:
	 	 /s/ Christopher Reilly

		 	 Name:
	 	 Christopher Reilly

		 	 Title:
	 	 Vice President

	
	APOLLO MANAGEMENT V, L.P.
		
	 By:
	 	 APOLLO CAPITAL MANAGEMENT V, INC.
 Its General Partner

		
	 By:
	 	 /s/ Andrew Africk

		 	 Name:
	 	 Andrew Africk

		 	 Title:
	 	

 [Signature Page to PanAmSat Monitoring Fee Agreement] 








					
	 MDP GLOBAL INVESTORS LIMITED

		
	 By:
	 	 /s/ Mark B. Tresnowski

		 	 Name:
	 	 Mark B. Tresnowski

		 	 Title:
	 	 Managing Director and General Counsel

	
	 PERMIRA ADVISERS, LLC

		
	 By:
	 	 /s/ Richard A. Haight

		 	 Name:
	 	 Richard A. Haight

		 	 Title:
	 	 Managing Director


 [Signature Page to PanAmSat Monitoring Fee Agreement]