Exhibit 4.1




 


EXECUTION COPY


 





 


 


PANAMSAT HOLDING CORPORATION



Company


 


 


and



THE BANK OF NEW YORK



Trustee



Indenture



Dated as of October 19, 2004












 


10 3/8% Senior Discount Notes Due 2014




 





 





















 


PanAmSat Holding Corporation(a)


 


Reconciliation
and tie between Trust Indenture Act

of 1939 and Indenture, dated as of October 19, 2004


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  
	
  § 310

  	
  (a)(1)

  	
   

  	
  608

  
	
   

  	
  (a)(2)

  	
   

  	
  608

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  608, 609

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  § 311

  	
  (a)

  	
   

  	
  605

  
	
   

  	
  (b)

  	
   

  	
  605

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  § 312

  	
  (a)

  	
   

  	
  701

  
	
   

  	
  (b)

  	
   

  	
  702

  
	
   

  	
  (c)

  	
   

  	
  702

  
	
  § 313

  	
  (a)

  	
   

  	
  703

  
	
   

  	
  (a)(4)

  	
   

  	
  1008

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  703

  
	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
  (d)

  	
   

  	
  703

  
	
   

  	
  (e)

  	
   

  	
  102

  
	
  § 314

  	
  (a)

  	
   

  	
  1009

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  102

  
	
   

  	
  (f)

  	
   

  	
  1017

  
	
  § 315

  	
  (a)

  	
   

  	
  601

  
	
   

  	
  (b)

  	
   

  	
  602

  
	
   

  	
  (c)

  	
   

  	
  601

  
	
   

  	
  (d)

  	
   

  	
  601

  
	
   

  	
  (e)

  	
   

  	
  514

  
	
  § 316

  	
  (a)(last sentence)

  	
   

  	
  101 (“Outstanding”)

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  502, 512

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  508

  
	
   

  	
  (c)

  	
   

  	
  104(d)

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
   

  	
  (b)

  	
   

  	
  1003

  
	
  § 318

  	
  (a)

  	
   

  	
  111

  



 


N.A. means Not Applicable.


 










(a)                                  This
reconciliation and tie shall not, for any purpose, be deemed to be a part of
this Indenture.


 





















 


TABLE OF CONTENTS(a)


 


	
  ARTICLE
  ONE

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS

  OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  101.

  	
  Rules
  of Construction and Incorporation by Reference of Trust Indenture Act

  	
   

  
	
  SECTION
  102.

  	
  Definitions.

  	
   

  
	
   

  	
  Accreted Value

  	
   

  
	
   

  	
  Acquired Indebtedness

  	
   

  
	
   

  	
  Act

  	
   

  
	
   

  	
  Additional Notes

  	
   

  
	
   

  	
  Adjusted EBITDA

  	
   

  
	
   

  	
  Affiliate

  	
   

  
	
   

  	
  Affiliate Transaction

  	
   

  
	
   

  	
  Agent

  	
   

  
	
   

  	
  Applicable Premium

  	
   

  
	
   

  	
  Asset Sale

  	
   

  
	
   

  	
  Asset Sale Offer

  	
   

  
	
   

  	
  Bankruptcy Law

  	
   

  
	
   

  	
  Board of Directors

  	
   

  
	
   

  	
  Board Resolution

  	
   

  
	
   

  	
  Business Day

  	
   

  
	
   

  	
  Capital Stock

  	
   

  
	
   

  	
  Capitalized Lease Obligation

  	
   

  
	
   

  	
  Cash Equivalents

  	
   

  
	
   

  	
  Change of Control

  	
   

  
	
   

  	
  Change of Control Offer

  	
   

  
	
   

  	
  Change of Control Payment

  	
   

  
	
   

  	
  Change of Control Payment Date

  	
   

  
	
   

  	
  Common Stock

  	
   

  
	
   

  	
  Company

  	
   

  
	
   

  	
  Company Request or Company Order

  	
   

  
	
   

  	
  consolidated or Consolidated

  	
   

  
	
   

  	
  Consolidated Depreciation and Amortization
  Expense

  	
   

  
	
   

  	
  Consolidated Income Tax Expense

  	
   

  
	
   

  	
  Consolidated Interest Expense

  	
   

  
	
   

  	
  Consolidated Net Income

  	
   

  
	
   

  	
  Consolidated Secured Debt Ratio

  	
   

  
	
   

  	
  Consolidated Total Indebtedness

  	
   

  



 










(a)                                  This
table of contents shall not, for any purpose, be deemed to be a part of this
Indenture.


 


i





















 


	
   

  	
  Contingent Obligations

  	
   

  
	
   

  	
  Corporate Trust Office

  	
   

  
	
   

  	
  Corporation

  	
   

  
	
   

  	
  Covenant Defeasance

  	
   

  
	
   

  	
  Credit Facilities

  	
   

  
	
   

  	
  Cumulative Credit

  	
   

  
	
   

  	
  Cumulative Interest Expense

  	
   

  
	
   

  	
  Debt to Adjusted EBITDA Ratio

  	
   

  
	
   

  	
  Default

  	
   

  
	
   

  	
  Defaulted Interest

  	
   

  
	
   

  	
  Depositary

  	
   

  
	
   

  	
  Designated Noncash Consideration

  	
   

  
	
   

  	
  Designated Preferred Stock

  	
   

  
	
   

  	
  Disqualified Stock

  	
   

  
	
   

  	
  Domestic Subsidiary

  	
   

  
	
   

  	
  EMU

  	
   

  
	
   

  	
  Equity Interests

  	
   

  
	
   

  	
  Equity Offering

  	
   

  
	
   

  	
  euro

  	
   

  
	
   

  	
  Event of Default

  	
   

  
	
   

  	
  Event of Loss

  	
   

  
	
   

  	
  Event of Loss Proceeds

  	
   

  
	
   

  	
  Excess Proceeds

  	
   

  
	
   

  	
  Exchange Act

  	
   

  
	
   

  	
  Exchange Notes

  	
   

  
	
   

  	
  Exchange Offer

  	
   

  
	
   

  	
  Exchange Offer Registration Statement

  	
   

  
	
   

  	
  Excluded Contribution

  	
   

  
	
   

  	
  Excluded Satellite

  	
   

  
	
   

  	
  Existing Indebtedness

  	
   

  
	
   

  	
  Existing Notes

  	
   

  
	
   

  	
  Foreign Subsidiary

  	
   

  
	
   

  	
  Full Accretion Date

  	
   

  
	
   

  	
  GAAP

  	
   

  
	
   

  	
  Government Securities

  	
   

  
	
   

  	
  guarantee

  	
   

  
	
   

  	
  Guarantee

  	
   

  
	
   

  	
  Guarantor

  	
   

  
	
   

  	
  Hedging Obligations

  	
   

  
	
   

  	
  Historical Adjustments

  	
   

  
	
   

  	
  Holder

  	
   

  
	
   

  	
  incur

  	
   

  
	
   

  	
  Indenture

  	
   

  
	
   

  	
  Independent Financial Advisor

  	
   

  
	
   

  	
  Initial Notes

  	
   

  
	
   

  	
  Initial Purchaser

  	
   

  
	
   

  	
  In-Orbit Insurance

  	
   

  
	
   

  	
  In-orbit Spare Satellite

  	
   

  
	
   

  	
  Interest Payment Date

  	
   

  
	
   

  	
  Investment Grade Rating

  	
   

  



 


ii





















 


	
   

  	
  Investment Grade Securities

  	
   

  
	
   

  	
  Investments

  	
   

  
	
   

  	
  Investors

  	
   

  
	
   

  	
  Issue Date

  	
   

  
	
   

  	
  Legal Defeasance

  	
   

  
	
   

  	
  Lien

  	
   

  
	
   

  	
  Legal Holiday

  	
   

  
	
   

  	
  Letter of Transmittal

  	
   

  
	
   

  	
  Maturity

  	
   

  
	
   

  	
  Moody’s

  	
   

  
	
   

  	
  Net Income

  	
   

  
	
   

  	
  Net Proceeds

  	
   

  
	
   

  	
  Net Transponder Capacity

  	
   

  
	
   

  	
  Non-U.S. Person

  	
   

  
	
   

  	
  Note Register and Note Registrar

  	
   

  
	
   

  	
  Notes

  	
   

  
	
   

  	
  Obligations

  	
   

  
	
   

  	
  Offering Memorandum

  	
   

  
	
   

  	
  Officer

  	
   

  
	
   

  	
  Officers’ Certificate

  	
   

  
	
   

  	
  Opinion of Counsel

  	
   

  
	
   

  	
  Outstanding

  	
   

  
	
   

  	
  PanAmSat

  	
   

  
	
   

  	
  Pari Passu Indebtedness

  	
   

  
	
   

  	
  Paying Agent

  	
   

  
	
   

  	
  Permitted Asset Swap

  	
   

  
	
   

  	
  Permitted
  Holders

  	
   

  
	
   

  	
  Permitted Investments

  	
   

  
	
   

  	
  Permitted
  Liens

  	
   

  
	
   

  	
  Person

  	
   

  
	
   

  	
  Predecessor
  Note

  	
   

  
	
   

  	
  preferred
  stock

  	
   

  
	
   

  	
  Protected Purchaser

  	
   

  
	
   

  	
  Qualified Proceeds

  	
   

  
	
   

  	
  Rating
  Agencies

  	
   

  
	
   

  	
  Receivables Facility

  	
   

  
	
   

  	
  Receivables
  Fees

  	
   

  
	
   

  	
  Redemption
  Date

  	
   

  
	
   

  	
  Redemption
  Price

  	
   

  
	
   

  	
  Refinancing Indebtedness

  	
   

  
	
   

  	
  Registration Rights Agreement

  	
   

  
	
   

  	
  Regular Record Date

  	
   

  
	
   

  	
  Related Business Assets

  	
   

  
	
   

  	
  Responsible Officer

  	
   

  
	
   

  	
  Restricted Investment

  	
   

  
	
   

  	
  Restricted Payments

  	
   

  
	
   

  	
  Restricted Subsidiary

  	
   

  
	
   

  	
  Retired Capital Stock

  	
   

  
	
   

  	
  S&P

  	
   

  
	
   

  	
  Sale and Lease-Back Transaction

  	
   

  



 


iii





















 


	
   

  	
  Satellite

  	
   

  
	
   

  	
  Satellite Manufacturer

  	
   

  
	
   

  	
  Satellite Purchase Agreement

  	
   

  
	
   

  	
  Satellite Purchaser

  	
   

  
	
   

  	
  SEC

  	
   

  
	
   

  	
  Securities Act

  	
   

  
	
   

  	
  Senior Credit Facilities

  	
   

  
	
   

  	
  Shelf Registration Statement

  	
   

  
	
   

  	
  Significant Subsidiary

  	
   

  
	
   

  	
  Similar
  Business

  	
   

  
	
   

  	
  Special
  Interest

  	
   

  
	
   

  	
  Special Interest Notice

  	
   

  
	
   

  	
  Special Record Date

  	
   

  
	
   

  	
  Stated
  Maturity

  	
   

  
	
   

  	
  Subordinated Indebtedness

  	
   

  
	
   

  	
  Subsidiary

  	
   

  
	
   

  	
  Successor
  Company

  	
   

  
	
   

  	
  Total Assets

  	
   

  
	
   

  	
  Transaction Agreement

  	
   

  
	
   

  	
  Transactions

  	
   

  
	
   

  	
  Treasury Rate

  	
   

  
	
   

  	
  Trust Indenture Act or TIA

  	
   

  
	
   

  	
  Trustee

  	
   

  
	
   

  	
  Uniform Commercial Code

  	
   

  
	
   

  	
  Unrestricted Subsidiary

  	
   

  
	
   

  	
  U.S. Person

  	
   

  
	
   

  	
  Vice President

  	
   

  
	
   

  	
  Voting Stock

  	
   

  
	
   

  	
  Weighted Average Life to Maturity

  	
   

  
	
   

  	
  Wholly-Owned Subsidiary

  	
   

  
	
  SECTION
  103.

  	
  Compliance
  Certificates and Opinions

  	
   

  
	
  SECTION
  104.

  	
  Form
  of Documents Delivered to Trustee

  	
   

  
	
  SECTION
  105.

  	
  Acts
  of Holders

  	
   

  
	
  SECTION
  106.

  	
  Notices,
  Etc., to Trustee, Company and Agent

  	
   

  
	
  SECTION
  107.

  	
  Notice
  to Holders; Waiver

  	
   

  
	
  SECTION
  108.

  	
  Effect
  of Headings and Table of Contents

  	
   

  
	
  SECTION
  109.

  	
  Successors
  and Assigns

  	
   

  
	
  SECTION
  110.

  	
  Separability
  Clause

  	
   

  
	
  SECTION
  111.

  	
  Benefits
  of Indenture

  	
   

  
	
  SECTION
  112.

  	
  Governing
  Law

  	
   

  
	
  SECTION
  113.

  	
  Legal
  Holidays

  	
   

  
	
  SECTION
  114.

  	
  No
  Personal Liability of Directors, Officers, Employees and Stockholders

  	
   

  
	
  SECTION
  115.

  	
  Trust
  Indenture Act Controls

  	
   

  
	
  SECTION
  116.

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TWO

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTE
  FORMS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  201.

  	
  Form
  and Dating

  	
   

  



 


iv





















 


	
  SECTION
  202.

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  
	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  



 


	
  SECTION
  301.

  	
  Title
  and Terms

  	
   

  
	
  SECTION
  302.

  	
  Denominations

  	
   

  
	
  SECTION
  303.

  	
  Temporary
  Notes

  	
   

  
	
  SECTION
  304.

  	
  Registration,
  Registration of Transfer and Exchange

  	
   

  
	
  SECTION
  305.

  	
  Mutilated,
  Destroyed, Lost and Stolen Notes

  	
   

  
	
  SECTION
  306.

  	
  Payment
  of Interest; Interest Rights Preserved

  	
   

  
	
  SECTION
  307.

  	
  Persons
  Deemed Owners

  	
   

  
	
  SECTION
  308.

  	
  Cancellation

  	
   

  
	
  SECTION
  309.

  	
  Computation
  of Interest

  	
   

  
	
  SECTION
  310.

  	
  Transfer
  and Exchange

  	
   

  
	
  SECTION
  311.

  	
  CUSIP
  Numbers

  	
   

  
	
  SECTION
  312.

  	
  Issuance
  of Additional Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOUR

  	
   

  
	
   

  	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  SECTION
  401.

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  
	
  SECTION
  402.

  	
  Application
  of Trust Money

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FIVE

  	
   

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  
				



 


	
  SECTION
  501.

  	
  Events
  of Default

  	
   

  
	
  SECTION
  502.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  
	
  SECTION
  503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
   

  
	
  SECTION
  504.

  	
  Trustee
  May File Proofs of Claim

  	
   

  
	
  SECTION
  505.

  	
  Trustee
  May Enforce Claims Without Possession of Notes

  	
   

  
	
  SECTION
  506.

  	
  Application
  of Money Collected

  	
   

  
	
  SECTION
  507.

  	
  Limitation
  on Suits

  	
   

  
	
  SECTION
  508.

  	
  Unconditional
  Right of Holders to Receive Accreted Value, Premium and Interest

  	
   

  
	
  SECTION
  509.

  	
  Restoration
  of Rights and Remedies

  	
   

  
	
  SECTION
  510.

  	
  Rights
  and Remedies Cumulative

  	
   

  
	
  SECTION
  511.

  	
  Delay
  or Omission Not Waiver

  	
   

  
	
  SECTION
  512.

  	
  Control
  by Holders

  	
   

  
	
  SECTION
  513.

  	
  Waiver
  of Past Defaults

  	
   

  
	
  SECTION
  514.

  	
  Waiver
  of Stay or Extension Laws

  	
   

  



 


v





















 


 


	
  ARTICLE
  SIX

  	
   

  
	
   

  	
   

  	
   

  
	
  THE
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  601.

  	
  Duties
  of the Trustee

  	
   

  
	
  SECTION
  602.

  	
  Notice
  of Defaults

  	
   

  
	
  SECTION
  603.

  	
  Certain
  Rights of Trustee

  	
   

  
	
  SECTION
  604.

  	
  Trustee
  Not Responsible for Recitals or Issuance of Notes

  	
   

  
	
  SECTION
  605.

  	
  May
  Hold Notes

  	
   

  
	
  SECTION
  606.

  	
  Money
  Held in Trust

  	
   

  
	
  SECTION
  607.

  	
  Compensation
  and Reimbursement

  	
   

  
	
  SECTION
  608.

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  
	
  SECTION
  609.

  	
  Resignation
  and Removal; Appointment of Successor

  	
   

  
	
  SECTION
  610.

  	
  Acceptance
  of Appointment by Successor

  	
   

  
	
  SECTION
  611.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  
	
  SECTION
  612.

  	
  Appointment
  of Authenticating Agent

  	
   

  



 


	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDERS LISTS AND REPORTS BY TRUSTEE AND
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  701.

  	
  Company
  to Furnish Trustee Names and Addresses

  	
   

  
	
  SECTION
  702.

  	
  Disclosure
  of Names and Addresses of Holders

  	
   

  
	
  SECTION
  703.

  	
  Reports
  by Trustee

  	
   

  



 


	
  ARTICLE
  EIGHT

  	
   

  
	
   

  	
   

  	
   

  
	
  MERGER, CONSOLIDATION OR SALE OF ALL OR

  SUBSTANTIALLY ALL ASSETS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  801.

  	
  Company
  May Consolidate, Etc., Only on Certain Terms

  	
   

  
	
  SECTION
  802.

  	
  Successor
  Substituted

  	
   

  



 


	
  ARTICLE
  NINE

  	
   

  
	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  901.

  	
  Amendments
  or Supplements Without Consent of Holders

  	
   

  
	
  SECTION
  902.

  	
  Amendments,
  Supplements or Waivers with Consent of Holders

  	
   

  
	
  SECTION
  903.

  	
  Execution
  of Amendments, Supplements or Waivers

  	
   

  
	
  SECTION
  904.

  	
  Effect
  of Amendments, Supplements or Waivers

  	
   

  
	
  SECTION
  905.

  	
  Compliance
  with Trust Indenture Act

  	
   

  
	
  SECTION
  906.

  	
  Reference
  in Notes to Supplemental Indentures

  	
   

  
	
  SECTION
  907.

  	
  Notice
  of Supplemental Indentures

  	
   

  



 


	
  ARTICLE
  TEN

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  1001.

  	
  Payment
  of Principal, Premium, if any, and Interest

  	
   

  



 


vi





















 


	
  SECTION
  1002.

  	
  Maintenance
  of Office or Agency

  	
   

  
	
  SECTION
  1003.

  	
  Money
  for Notes Payments to Be Held in Trust

  	
   

  
	
  SECTION
  1004.

  	
  Corporate
  Existence

  	
   

  
	
  SECTION
  1005.

  	
  Payment
  of Taxes and Other Claims

  	
   

  
	
  SECTION
  1006.

  	
  Maintenance
  of Properties

  	
   

  
	
  SECTION
  1007.

  	
  Maintenance
  of Insurance

  	
   

  
	
  SECTION
  1008.

  	
  Statement
  by Officers as to Default

  	
   

  
	
  SECTION
  1009.

  	
  Reports
  and Other Information

  	
   

  
	
  SECTION
  1010.

  	
  Limitation
  on Restricted Payments

  	
   

  
	
  SECTION
  1011.

  	
  Limitation
  on Incurrence of Indebtedness and Issuance of Disqualified Stock

  	
   

  
	
  SECTION
  1012.

  	
  Limitation
  on Liens

  	
   

  
	
  SECTION
  1013.

  	
  Limitations
  on Transactions with Affiliates

  	
   

  
	
  SECTION
  1014.

  	
  Limitations
  on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

  	
   

  
	
  SECTION
  1015.

  	
  Limitation
  on Guarantees of Indebtedness by Restricted Subsidiaries

  	
   

  
	
  SECTION
  1016.

  	
  Limitation
  on Sale and Lease-Back Transactions

  	
   

  
	
  SECTION
  1017.

  	
  Change
  of Control

  	
   

  
	
  SECTION
  1018.

  	
  Asset
  Sales

  	
   

  
	
  SECTION
  1019.

  	
  Special
  Interest Notice

  	
   

  
	
  SECTION
  1020.

  	
  Suspension
  of Covenants

  	
   

  



 


	
  ARTICLE
  ELEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  1101.

  	
  Right
  of Redemption

  	
   

  
	
  SECTION
  1102.

  	
  Applicability
  of Article

  	
   

  
	
  SECTION
  1103.

  	
  Election
  to Redeem; Notice to Trustee

  	
   

  
	
  SECTION
  1104.

  	
  Selection
  by Trustee of Notes to Be Redeemed

  	
   

  
	
  SECTION
  1105.

  	
  Notice
  of Redemption

  	
   

  
	
  SECTION
  1106.

  	
  Deposit
  of Redemption Price

  	
   

  
	
  SECTION
  1107.

  	
  Notes
  Payable on Redemption Date

  	
   

  
	
  SECTION
  1108.

  	
  Notes
  Redeemed in Part

  	
   

  



 


	
  ARTICLE
  TWELVE

  	
   

  
	
   

  	
   

  	
   

  
	
  [RESERVED]

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THIRTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  1301.

  	
  Company’s
  Option to Effect Legal Defeasance or Covenant Defeasance

  	
   

  
	
  SECTION
  1302.

  	
  Legal
  Defeasance and Discharge

  	
   

  
	
  SECTION
  1303.

  	
  Covenant
  Defeasance

  	
   

  
	
  SECTION
  1304.

  	
  Conditions
  to Legal Defeasance or Covenant Defeasance

  	
   

  
	
  SECTION
  1305.

  	
  Deposited
  Money and Government Securities to Be Held in Trust; Other Miscellaneous
  Provisions

  	
   

  
	
  SECTION 1306.

  	
  Reinstatement

  	
   

  



 


vii





















 


APPENDIX & EXHIBITS


 


	
  Rule 144A/Regulation S/IAI Appendix

  
	
  EXHIBIT 1 to Rule 144A/Regulation S/IAI
  Appendix – Form of Initial Note

  
	
  EXHIBIT 2 to Rule 144A/Regulation S/IAI
  Appendix – Form of Transferee Letter of Representation

  
	
  EXHIBIT A – Form of Exchange Security or
  Private Exchange Security

  
	
  EXHIBIT B – [Reserved]

  
	
  EXHIBIT C – Form of Supplemental Indenture

  
	
  EXHIBIT D – Form of Incumbency Certificate

  



 


viii





















 


INDENTURE dated as of October 19, 2004 (this
“Indenture”), between PANAMSAT HOLDING CORPORATION, a Delaware corporation (the
“Company”) having its principal office at 20 Westport Road, Wilton, Connecticut
06897, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee
(the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the creation
of an issue of (i) $416,000,000 ($250,028,480) Accreted Value (as defined
herein) on the Issue Date) 10 3/8% Senior Discount Notes Due 2014 issued
on the date hereof (the “Initial Notes”) and (ii) if and when issued as
required by the Exchange and Registration Rights Agreement dated the date hereof,
among the Company and the Purchasers (as defined therein) (the “Registration
Rights Agreement”), 10 3/8% Senior Exchange Discount Notes Due 2014 issued
in an Exchange Offer in exchange for any Initial Notes (the “Exchange Notes”
and collectively with the Initial Notes, the “Notes”), of substantially the
tenor and amount hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture.


 


All things necessary have been done to make
the Notes, when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid and legally binding
obligations of the Company and to make this Indenture a valid and legally
binding agreement of the Company, in accordance with their and its terms.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and
the purchase of the Notes by the Holders thereof, it is mutually covenanted and
agreed, for the equal and ratable benefit of all Holders, as follows:


 


ARTICLE ONE


 


DEFINITIONS AND
OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION 101.                    Rules
of Construction and Incorporation by Reference of Trust Indenture Act.  (a) 
For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:


 


(1)                                  the
terms defined in this Article have the meanings assigned to them in this Article,
and words in the singular include the plural and words in the plural include
the singular;


 


(2)                                  all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP (as herein defined);


 


(3)                                  the
words “herein”, “hereof’ and “hereunder- and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision;


 


(4)                                  all
references to Articles, Sections, Exhibits and Appendices shall be construed to
refer to Articles and Sections of, and Exhibits and Appendices to, this
Indenture;


 


(5)                                  “or”
is not exclusive;


 


(6)                                  “including”
means including without limitation;


 





















 


(7)                                  all
references to the date the Notes were originally issued shall refer to the
Issue Date; and


 


(8)                                  all
references, in any context, to any interest or other amount payable on or with
respect to the Notes shall be deemed to include any Special Interest (as herein
defined) pursuant to the Registration Rights Agreement.


 


(b)                                 This
Indenture is subject to the mandatory provisions of the TIA (as herein defined),
which are incorporated by reference in and made a part of this Indenture.  The following TIA terms have the following
meanings:


 


(1)                                  “Commission”
means the SEC;


 


(2)                                  “indenture
securities” means the Notes;


 


(3)                                  “indenture
security holder” means a Holder;


 


(4)                                  “indenture
to be qualified” means this Indenture;


 


(5)                                  “indenture
trustee” or “institutional trustee” means the Trustee; and


 


(6)                                  “obligor”
on the indenture securities means the Company and any other obligor on the
indenture securities.


 


All other TIA terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or
defined by SEC rule have the meanings assigned to them by such definitions.


 


SECTION 102.                    Definitions.


 


“Acceptable Exclusions” means:


 


(1)                                  war,
invasion, hostile or warlike action in time of peace or war, including action in
hindering, combating or defending against an actual, impending or expected attack
by:


 


(A)                              any
government or sovereign power (de jure or de facto),


 


(B)                                any
authority maintaining or using a military, naval or air force,


 


(C)                                a
military, naval or air force, or


 


(D)                               any
agent of any such government, power, authority or force;


 


(2)                                  any
anti-satellite device, or device employing atomic or nuclear fission or fusion,
or device employing laser or directed energy beams;


 


(3)                                  insurrection,
strikes, labor disturbances, riots, civil commotion, rebellion, revolution,
civil war, usurpation, or action taken by a government authority in hindering,
combating or defending against such an occurrence, whether there be declaration
of war or not;


 


2





















 


(4)                                  confiscation,
nationalization, seizure, restraint, detention, appropriation, requisition for
title or use by or under the order of any government or governmental authority
or agent (whether secret or otherwise or whether civil, military or de facto)
or public or local authority or agency;


 


(5)                                  nuclear
reaction, nuclear radiation, or radioactive contamination of any nature,
whether such loss or damage be direct or indirect, except for radiation
naturally occurring in the space environment;


 


(6)                                  electromagnetic
or radio frequency interference, except for physical damage to the Satellite
directly resulting from such interference;


 


(7)                                  willful
or intentional acts of the directors or officers of the named insured, acting
within the scope of their duties, designed to cause loss or failure of the
Satellite;


 


(8)                                  an
act of one or more individuals, whether or not agents of a sovereign power, for
political or terrorist purposes and whether the loss, damage or failure
resulting therefrom is accidental or intentional;


 


(9)                                  any
unlawful seizure or wrongful exercise of control of the Satellite made by any
individual or individuals acting for political or terrorist purposes;


 


(10)                            loss
of revenue, incidental damages or consequential loss;


 


(11)                            extra
expenses, other than the expenses insured under the applicable policy;


 


(12)                            third
party liability;


 


(13)                            loss
of a redundant component(s) that does not cause a transponder failure; and


 


(14)                            such
other similar exclusions as may be customary for policies of such type as of
the date of issuance or renewal of such coverage.


 


“Accreted Value”
means, as of any date (the “Specified Date”), the amount provided below for
each $1,000 principal amount at maturity of Notes:


 


(1)                                  if
the Specified Date occurs on one of the following dates (each, a “Semi-Annual
Accrual Date”), the Accreted Value will equal the amount set forth below for
such Semi-Annual Accrual Date:


 


	
  Semi-Annual Accrual Date

  	
   

  	
  Accreted Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2005

  	
   

  	
  $

  	
  634.34

  	
   

  
	
  November 1, 2005

  	
   

  	
  $

  	
  667.25

  	
   

  
	
  May 1, 2006

  	
   

  	
  $

  	
  701.86

  	
   

  
	
  November 1, 2006

  	
   

  	
  $

  	
  738.27

  	
   

  
	
  May 1, 2007

  	
   

  	
  $

  	
  776.57

  	
   

  
	
  November 1, 2007

  	
   

  	
  $

  	
  816.86

  	
   

  
	
  May 1, 2008

  	
   

  	
  $

  	
  859.23

  	
   

  
	
  November 1, 2008

  	
   

  	
  $

  	
  903.80

  	
   

  
	
  May 1, 2009

  	
   

  	
  $

  	
  950.69

  	
   

  



 


3





















 


	
  Semi-Annual Accrual Date

  	
   

  	
  Accreted Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2009

  	
   

  	
  $

  	
  1,000.00

  	
   

  
					



 


The foregoing Accreted Values shall be
increased, if necessary, to reflect any accretion of Special Interest payable
pursuant to the Registration Rights Agreement.


 


(2)                                  if
the Specified Date occurs before the first Semi-Annual Accrual Date, the Accreted
Value will equal the sum of (A) the original issue price of a Note (which, for
purposes of this definition, is deemed to be $601.03 per $1,000 principal
amount at maturity of the notes) and (B) an amount equal to the product of (x)
the Accreted Value for the first Semi-Annual Accrual Date less such original
issue price multiplied by (y) a fraction, the numerator of which is the number
of days from the Issue Date to the Specified Date, using a 360-day year of
twelve 30-day months, and the denominator of which is the number of days
elapsed from the Issue Date to the first Semi-Annual Accrual Date, using a
360-day year of twelve 30-day months;


 


(3)                                  if
the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted
Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual
Date immediately preceding such Specified Date and (B) an amount equal to the
product of (x) the Accreted Value for the immediately following Semi-Annual
Accrual Date less the Accreted Value for the Semi-Annual Accrual Date
immediately preceding such Specified Date multiplied by (y) a fraction, the
numerator of which is the number of days from the immediately preceding
Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve
30-day months, and the denominator of which is 180; or


 


(4)                                  if
the Specified Date occurs on or after the Full Accretion Date, the Accreted
Value will equal $1,000.


 


“Acquired
Indebtedness” means, with respect to any specified Person,


 


(1)                                  Indebtedness
of any other Person existing at the time such other Person is merged with or
into or became a Restricted Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Restricted Subsidiary of such
specified Person, and


 


(2)                                  Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Act”,
when used with respect to any Holder, has the meaning specified in Section 105
of this Indenture.


 


“Additional Notes” means any Notes issued by the
Company pursuant to Section 312.


 


“Adjusted EBITDA” means, with respect to any Person and
its Restricted Subsidiaries on a consolidated basis, for any period, an amount
equal to Consolidated Net Income for such period


 


(1)                                  increased
(without duplication) by:


 


(A)                              Consolidated
Income Tax Expense accrued for such period to the extent deducted in determining
Consolidated Net Income for such period; plus


 


4





















 


(B)                                Consolidated
Interest Expense (including interest under Satellite Purchase Agreements for
such period to the extent excluded in determining Consolidated Interest Expense
for such period) for such period to the extent deducted in determining
Consolidated Net Income for such period; plus


 


(C)                                Consolidated
Depreciation and Amortization Expense of such Person for such period to the
extent such depreciation and amortization were deducted in computing Consolidated
Net Income; plus


 


(D)                               collections
on investments in sales-type leases during such period, to the extent not
otherwise included in Consolidated Net Income for such period; plus


 


(E)                                 to
the extent deducted in arriving at Consolidated Net Income, foreign withholding
taxes paid or accrued in such period; plus


 


(F)                                 any
amounts receivable for such period in connection with contracts that are
attributable to Globo Comunicacões e Participaões, Ltda.’s involvement in
arrangements with Sky Multi-Country Partners; plus


 


(G)                                any
expenses or charges related to any Equity Offering, Permitted Investment,
acquisition, disposition, recapitalization or Indebtedness permitted to be incurred
by this Indenture including a refinancing thereof (whether or not successful),
including (i) such fees, expenses or charges related to the offering of the
notes and the Credit Facilities and (ii) any amendment or other modification of
the notes or the Credit Facilities, and, in each case, deducted in computing Consolidated
Net Income; plus


 


(H)                               the
amount of any restructuring charge deducted in such period in computing
Consolidated Net Income, including any one-time costs incurred in connection
with acquisitions after the Issue Date and costs related to closure of
facilities; plus


 


(I)                                    any
other non-cash charges reducing Consolidated Net Income for such period,
excluding any such charge that represents an accrual or reserve for a cash expenditure
for a future period; plus


 


(J)                                   the
amount of any minority interest expense deducted in calculating Consolidated
Net Income (less the amount of any cash dividends paid to the holders of such
minority interests); plus


 


(K)                               the
amount of management, monitoring, consulting and advisory fees and related
expenses paid to the Investors;


 


(2)                                  decreased
by (without duplication):


 


(A)                              any
gross profit on sales-type leases included in Consolidated Net Income for such
period, except for collections on investments in sales-type leases during such
period, to the extent included in Consolidated Net Income for such period; and


 


(B)                                non-cash
items increasing Consolidated Net Income of the Company and the Restricted
Subsidiaries for such period, excluding any items which represent the reversal
of any accrual of, or cash reserve for, anticipated cash charges in any prior
period; and


 


5





















 


(3)                                  increased
or decreased by (without duplication):


 


(A)                              any
net loss or gain resulting from currency exchange risk Hedging Obligations; plus or minus, as applicable


 


(B)                                without
duplication, the Historical Adjustments.


 


“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.


 


“Affiliate
Transaction” has the meaning specified in Section 1013 of this Indenture.


 


“Agent” means any Note
Registrar, co-registrar, Paying Agent or additional paying agent.


 


“Applicable Premium”
means, with respect to any Note on any Redemption Date, the greater of:


 


(1)                                  1.0%
of the Accreted Value of the Note; and


 


(2)                                  the
excess of:


 


(A)                              the
present value at such redemption date of the redemption price of the Note at
November 1, 2009 (such redemption price being set forth in the table appearing
in Section 1101), computed using a discount rate equal to the Treasury Rate as
of such Redemption Date plus 50 basis points; over


 


(B)                                the
Accreted Value of the Note.


 


“Asset Sale” means:


 


(1)                                  the
sale, conveyance, transfer or other disposition, whether in a single
transaction or a series of related transactions, of property or assets
(including by way of a Sale Lease-Back Transaction) of the Company or any
Restricted Subsidiary (each referred to in this definition as a “disposition”),
or


 


(2)                                  the
issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a
single transaction or a series of related transactions,


 


in each case, other than:


 


(A)                              a
disposition of Cash Equivalents or Investment Grade Securities or obsolete or
worn out equipment in the ordinary course of business or inventory (including
the sale or leasing including by way of sales-type lease, of transponder capacity
and the leasing or licensing of teleports);


 


6





















 


(B)                                the
disposition of all or substantially all of the assets of the Company in a manner
permitted pursuant to Section 801 or any disposition that constitutes a Change
of Control pursuant to this Indenture;


 


(C)                                the
making of any Restricted Payment or Permitted Investment that is permitted to
be made, and is made, under Section 1010;


 


(D)                               any
disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of transactions with an aggregate fair
market value of less than $25.0 million;


 


(E)                                 any
disposition of property or assets or issuance of securities by a Restricted
Subsidiary to the Company or by the Company or a Restricted Subsidiary to a
Restricted Subsidiary;


 


(F)                                 to
the extent allowable under Section 1031 of the Internal Revenue Code of 1986,
any exchange of like property (excluding any boot thereon) for use in a Similar
Business;


 


(G)                                the
lease, assignment or sublease of any real or personal property in the ordinary
course of business;


 


(H)                               any
sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted
Subsidiary (with the exception of Investments in Unrestricted Subsidiaries
acquired pursuant to clause (8) of the definition of “Permitted Investments”);


 


(I)                                    foreclosures
on assets;


 


(J)                                   sales
of accounts receivable (including in respect of sales-type leases) and related
assets (including contract rights) which are customarily transferred or in respect
of which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable (including in respect
of sales-type leases), or participations therein, in connection with any Receivables
Facility;


 


(K)                               any
financing transaction with respect to property built or acquired by the Company
or any Restricted Subsidiary after the Issue Date, including Sale and
Lease-Back Transactions and asset securitizations permitted by this Indenture;


 


(L)                                 any
Event of Loss; and


 


(M)                            any
sale of an Excluded Satellite; provided, that any cash and Cash Equivalents received in connection
with the sale of an Excluded Satellite shall be treated as Net Proceeds of an
Asset Sale and shall be applied as provided for under Section 1018.


 


“Asset Sale Offer”
has the meaning specified in Section 1018 of this Indenture.


 


“Bankruptcy Law”
means Title 11, United States Bankruptcy Code of 1978, as amended, or any
similar United States federal or state law relating to bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law.


 


7





















 


“Board of Directors”
means, with respect to any Person, either the board of directors of such Person
or any duly authorized committee of such board.


 


“Board Resolution”
means, with respect to the Company, a duly adopted resolution of the Board of
Directors of the Company or any committee thereof.


 


“Business Day” means
each day which is not a Legal Holiday.


 


“Capital Stock”
means:


 


(1)                                  in
the case of a corporation, corporate stock,


 


(2)                                  in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock,


 


(3)                                  in
the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited), and


 


(4)                                  any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.


 


“Capitalized
Lease Obligation” means, at the time any determination thereof is to be
made, the amount of the liability in respect of a capital lease that would at
such time be required to be capitalized and reflected as a liability on a
balance sheet (excluding the footnotes thereto) in accordance with GAAP.  For purposes of Section 1012, a Capitalized
Lease Obligation will be deemed to be secured by a Lien on the property being
leased.


 


“Cash Equivalents” means:


 


(1)                                  United
States dollars,


 


(2)                                  pounds
sterling,


 


(3)                                  (A)                              euro,
or any national currency of any participating member state in the European
Union, or


 


(B)                                in
the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local
currencies held by it from time to time in the ordinary course of business,


 


(4)                                  securities
issued or directly and fully and unconditionally guaranteed or insured by the
United States government or any agency or instrumentality thereof the
securities of which are unconditionally guaranteed as a full faith and credit
obligation of such government with maturities of 24 months or less from the
date of acquisition,


 


(5)                                  certificates
of deposit, time deposits and eurodollar time deposits with maturities of one
year or less from the date of acquisition, bankers’ acceptances with maturities
not exceeding one year and overnight bank deposits, in each case with any
commercial bank having capital and surplus of not less than $250.0 million in
the case of domestic banks and $100.0 million (or the U.S. dollar equivalent as
of the date of determination) in the case of foreign banks,


 


8





















 


(6)                                  repurchase
obligations for underlying securities of the types described in clauses (4) and
(5) above, entered into with any financial institution meeting the
qualifications specified in clause (5) above,


 


(7)                                  commercial
paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case
maturing within 12 months after the date of creation thereof,


 


(8)                                  marketable
short-term money market and similar funds (x) either having assets in excess of
$250.0 million or (y) having a rating of at least P-2 or A-2 from either
Moody’s or S&P, respectively (or, if at any time neither Moody’s nor
S&P shall be rating such obligations, an equivalent rating from another
Rating Agency),


 


(9)                                  investment
funds investing 95% of their assets in securities of the types described in
clauses (1) through (8) above,


 


(10)                            readily
marketable direct obligations issued by any state of the United States of
America or any political subdivision thereof having one of the two highest
rating categories obtainable from either Moody’s or S&P with maturities of
24 months or less from the date of acquisition, and


 


(11)                            Indebtedness
or preferred stock issued by Persons with a rating of “A” or higher from
S&P or “A2” or higher from Moody’s with maturities of 12 months or less
from the date of acquisition.


 


Notwithstanding the foregoing, Cash
Equivalents shall include amounts denominated in currencies other than those
set forth in clauses (1) through (3) above, provided that
such amounts are converted into any currency listed in clauses (1) through (3)
above, as promptly as practicable and in any event within ten Business Days
following the receipt of such amounts.


 


“Change of Control”
means the occurrence of any of the following:


 


(1)                                  the
sale, lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries, taken as a
whole, to any Person other than a Permitted Holder; or


 


(2)                                  the
Company becomes aware of (by way of a report or any other filing pursuant
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise)
the acquisition by any Person or group (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act, or any successor provision), including
any group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the
Permitted Holders, in a single transaction or in a related series of
transactions, by way of merger, consolidation or other business combination or
purchase of beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act, or any successor provision) of 50% or more of the total voting
power of the Voting Stock of the Company or any of its direct or indirect parent
corporations.


 


“Change of
Control Offer” has the meaning specified in Section 1017 of this Indenture.


 


“Change of
Control Payment” has the meaning specified in Section 1017 of this Indenture.


 


9





















 


“Change of
Control Payment Date” has the meaning specified in Section 1017 of this Indenture.


 


“Common Stock” means,
with respect to any Person, any and all shares, interests, participations and
other equivalents (however designated, whether voting or non-voting) of such
Person’s common stock, whether now outstanding or issued after the date of this
Indenture, and includes all series and classes of such common stock.


 


“Company” means the
Person named as the “Company” in the first paragraph of this Indenture, until a
successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Company Request”
or “Company Order” means a written request or order signed in the name of the
Company by two Officers or one Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company, and delivered to the Trustee.


 


“consolidated”
or “Consolidated” means, with respect to any Person, such Person consolidated
with its Restricted Subsidiaries, and shall not include any Unrestricted
Subsidiary.


 


“Consolidated Depreciation and
Amortization Expense” means with respect to any Person for any period, the
total amount of depreciation and amortization expense, including the amortization
of deferred financing fees, and other related non-cash charges, excluding any
non-cash item that represents an accrual or reserve for a cash expenditure for
a future period, of such Person and its Restricted Subsidiaries for such period
on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated
Income Tax Expense” means, with respect to any Person for any period, the
provision for federal, state, local and foreign taxes based on income or
profits (including franchise taxes) payable by such Person and its Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP.


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, the
sum, without duplication, of:


 


(1)                                  consolidated
interest expense of such Person and its Restricted Subsidiaries for such
period, to the extent such expense was deducted in computing Consolidated Net
Income (including amortization of original issue discount resulting from the
issuance of Indebtedness at less than par, non-cash interest payments (but
excluding any non-cash interest expense attributable to the movement in the
mark to market valuation of Hedging Obligations or other derivative instruments
pursuant to Financial Accounting Standards Board Statement No. 133—”Accounting
for Derivative Instruments and Hedging Activities”), the interest component of
Capitalized Lease Obligations and net payments, if any, pursuant to interest
rate Hedging Obligations, and excluding amortization of deferred financing
fees, any expensing of bridge or other financing fees and any interest under Satellite
Purchase Agreements),


 


(2)                                  (i)
all cash dividend payments (excluding items eliminated in consolidation) on any
series of preferred stock (including any Designated Preferred Stock) or any
Refunding Capital Stock of such Person made during such period and (ii) all
cash dividend payments (excluding items eliminated in consolidation) on any
series of Disqualified Stock made during such period, and


 


10





















 


(3)                                  consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued less


 


(4)                                  interest
income for such period.


 


For purposes of this definition, interest on
a Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by such Person to be the rate of interest implicit in
such Capitalized Lease Obligation in accordance with GAAP.


 


“Consolidated
Net Income” means, with respect to any Person for any period, the aggregate
of the Net Income of such Person and its Restricted Subsidiaries for such
period, on a consolidated basis, and otherwise determined in accordance with
GAAP; provided, however, that:


 


(1)                                  any
net after-tax extraordinary, non-recurring or unusual gains or losses (less all
fees and expenses relating thereto) or expenses (including relating to
severance, relocation costs, new product introductions, one-time compensation
charges and the Transactions) shall be excluded,


 


(2)                                  the
Net Income for such period shall not include the cumulative effect of a change
in accounting principles during such period,


 


(3)                                  any
net after-tax income (loss) from disposed or discontinued operations and any
net after-tax gains or losses on disposal of disposed or discontinued
operations shall be excluded,


 


(4)                                  any
net after-tax gains or losses (less all fees and expenses relating thereto) attributable
to asset dispositions other than in the ordinary course of business, as
determined in good faith by the Board of Directors of the Company, shall be
excluded,


 


(5)                                  the
Net Income for such period of any Person that is not a Subsidiary, or is an
Unrestricted Subsidiary, or that is accounted for by the equity method of
accounting, shall be excluded; provided that
Consolidated Net Income of the Company shall be increased by the amount of
dividends or distributions or other payments that are actually paid in cash (or
to the extent converted into cash) to the referent Person or a Restricted
Subsidiary thereof in respect of such period,


 


(6)                                  solely
for the purpose of determining the amount of Cumulative Credit, the Net Income
for such period of any Restricted Subsidiary (other than any Guarantor) shall
be excluded if the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of its Net Income is not at the date of
determination wholly permitted without any prior governmental approval (which
has not been obtained) or, directly or indirectly, by the operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule, or governmental regulation applicable to such Restricted
Subsidiary or its stockholders, unless (x) such restriction with respect
to the payment of dividends or in similar distributions has been legally waived
or (y) such restriction is permitted under Section 1014, provided that Consolidated Net Income of the Company shall
be increased by the amount of dividends or other distributions or other
payments actually paid in cash (or to the extent converted into cash) to the
Company or a Restricted Subsidiary thereof in respect of such period, to the extent
not already included therein,


 


(7)                                  effects
of adjustments in any line item in such Person’s consolidated financial
statements required or permitted by the Financial Accounting Standards Board
Statement Nos.


 


11





















 


141 and 142
resulting from the application of purchase accounting in relation to the
Transactions or any acquisition that is consummated after the Issue Date, net
of taxes, shall be excluded,


 


(8)                                  any
net after-tax income (loss) from the early extinguishment of Indebtedness or
Hedging Obligations or other derivative instruments shall be excluded,


 


(9)                                  any
impairment charge or asset write-off pursuant to Financial Accounting Standards
Board Statement No. 142 and No. 144 and the amortization of intangibles arising
pursuant to No. 141 shall be excluded, and


 


(10)                            any
non-cash compensation expense recorded from grants of stock appreciation or
similar rights, stock options or other rights to officers, directors or
employees shall be excluded.


 


Notwithstanding the foregoing, for the
purpose of Section 1010 only, there shall be excluded from Consolidated Net
Income any income arising from any sale or other disposition of Restricted Investments
made by the Company and the Restricted Subsidiaries, any repurchases and
redemptions of Restricted Investments from the Company and the Restricted
Subsidiaries, any repayments of loans and advances which constitute Restricted
Investments by the Company or any Restricted Subsidiary, any sale of the stock
of an Unrestricted Subsidiary or any distribution or dividend from an
Unrestricted Subsidiary, in each case only to the extent such amounts increase
the amount of Restricted Payments permitted under such covenant pursuant to the
definition of the term Cumulative Credit.


 


“Consolidated
Secured Debt Ratio” as of any date of determination means the ratio of (a)
Consolidated Total Indebtedness of any Person and its Restricted Subsidiaries
that is secured by Liens as of the end of the most recent fiscal period for
which financial reports have been filed with the SEC or provided to the
Trustee, to (b) the aggregate amount of Adjusted EBITDA for the then most
recent four fiscal quarters for which reports have been filed with the SEC or
provided to the Trustee, in each case with such pro forma
adjustments to Consolidated Total Indebtedness and Adjusted EBITDA as are appropriate
and consistent with the pro forma
adjustment provisions set forth in the definition of the term “Debt to Adjusted
EBITDA Ratio”.


 


“Consolidated
Total Indebtedness” means, as at any date of determination, an amount equal
to the sum of (a) the aggregate amount of all outstanding Indebtedness of any
Person and its Restricted Subsidiaries and (b) the aggregate amount of all
outstanding Disqualified Stock of such Person and all preferred stock of its
Restricted Subsidiaries, with the amount of such Disqualified Stock and preferred
stock equal to the greater of their respective voluntary or involuntary
liquidation preferences and maximum fixed repurchase prices, in each case determined
on a consolidated basis in accordance with GAAP.


 


For purposes hereof, the “maximum fixed
repurchase price” of any Disqualified Stock or preferred stock that does not
have a fixed repurchase price shall be calculated in accordance with the terms
of such Disqualified Stock or preferred stock as if such Disqualified Stock or
preferred stock were purchased on any date on which Consolidated Total
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such Disqualified
Stock or preferred stock, such fair market value shall be determined reasonably
and in good faith by the Board of Directors of the Company.


 


“Contingent
Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases (other than any lease or leases entered into in
connection with any Sale Lease-Back Transaction), dividends or other
obligations that do not constitute Indebtedness (“primary


 


12





















 


obligations”) of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly, including any
obligation of such Person, whether or not contingent,


 


(1)                                  to
purchase any such primary obligation or any property constituting direct or indirect
security therefor,


 


(2)                                  to
advance or supply funds:


 


(A)                              for
the purchase or payment of any such primary obligation, or


 


(B)                                to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, or


 


(3)                                  to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation against loss in respect thereof.


 


“Corporate Trust
Office” means the principal corporate trust office of the Trustee, at which
at any particular time its corporate trust business shall be administered,
which office at the date of execution of this Indenture is located at The Bank
of New York, 101 Barclay Street, 8W, New York, New York, 10286, except that
with respect to presentation of the Notes for payment or for registration of
transfer or exchange, such term shall mean the office or agency of the Trustee
at which, at any particular time, its corporate agency business shall be
conducted.


 


“Corporation”
includes corporations, associations, companies and business trusts.


 


“Covenant
Defeasance” has the meaning specified in Section 1303 of this Indenture.


 


“Credit Facilities”
means, with respect to the Company or any of its Restricted Subsidiaries, one
or more debt facilities, including the Senior Credit Facilities, or commercial
paper facilities with banks or other institutional lenders or investors or
indentures providing for revolving credit loans, term loans, receivables
financing, including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such lenders against receivables,
letters of credit or other long-term indebtedness, including any guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and any amendments, supplements, modifications, extensions,
renewals, restatements or refundings thereof and any indentures or credit
facilities or commercial paper facilities with banks or other institutional
lenders or investors that replace, refund or refinance any part of the loans, notes,
other credit facilities or commitments thereunder, including any such
replacement, refunding or refinancing facility or indenture that increases the
amount borrowable thereunder or alters the maturity thereof (provided that
such increase in borrowings is permitted under Section 1011).


 


“Cumulative Credit” means the sum of (without duplication):


 


(1)                                  the aggregate net cash proceeds, and the fair
market value of marketable securities or other property other than cash (as
determined in good faith by the Board of Directors of the Company), received by
the Company from the issue or sale (other than to a Restricted Subsidiary) of
any class of Equity Interests, including Retired Capital Stock, in the Company
after August 20, 2004, other than (A) Disqualified Stock, (B) Equity Interests
to the extent the net cash proceeds therefrom are applied as provided for in Section
1010(b)(4), (C) Designated Preferred Stock, (D) Refunding Capital Stock and (E)
Excluded Contributions; plus


 


13





















 


(2)                                  100% of any cash and the fair market value of
marketable securities or other property other than cash (as determined in good
faith by the Board of Directors of the Company) received by the Company as a
capital contribution from its shareholders subsequent to August 20, 2004 other
than any Excluded Contributions; plus


 


(3)                                  the principal amount (or accreted amount
(determined in accordance with GAAP), if less) of any Indebtedness, or the
liquidation preference or maximum fixed repurchase price, as the case may be,
of any Disqualified Stock, of the Company or any Restricted Subsidiary issued
after August 20, 2004 (other than any such Indebtedness or Disqualified Stock
to the extent issued to a Restricted Subsidiary) which has been converted into
or exchanged for Equity Interests in the Company (other than Disqualified
Stock); plus


 


(4)                                  cumulative Adjusted EBITDA from and after
July 1, 2004, to the end of the fiscal quarter immediately preceding the
date of the proposed Restricted Payment, or, if cumulative Adjusted EBITDA for
such period is negative, minus the amount by which cumulative Adjusted EBITDA
is less than zero; plus


 


(5)                                  to the extent not already included in
Adjusted EBITDA, 100% of the aggregate net cash proceeds received by the Company
or a Restricted Subsidiary since August 20, 2004 from (A) Investments
(other than Permitted Investments), whether through interest payments,
principal payments, dividends or other distributions and payments, or the sale
or other disposition (other than to the Company or a Restricted Subsidiary)
thereof made by the Company and its Restricted Subsidiaries and (B) a cash
dividend from, or the sale (other than to the Company or a Restricted
Subsidiary) of the stock of, an Unrestricted Subsidiary; plus


 


(6)                                  if any Unrestricted Subsidiary is
redesignated as a Restricted Subsidiary, the fair market value of all
Investments by the Company and its Restricted Subsidiaries in such Subsidiary,
as determined in good faith by the Board of Directors of the Company.


 


Notwithstanding anything to the contrary above, any repayments of
Restricted Payments made pursuant to Section 1010(b)(11) shall be excluded from
the calculation of Cumulative Credit.


 


“Cumulative
Interest Expense” means, in respect of any Restricted Payment, the sum of
the aggregate amount of Consolidated Interest Expense of any Person and its
Restricted Subsidiaries for the period from and after July 1, 2004, to the end
of the fiscal quarter immediately preceding the proposed Restricted Payment.


 


“Debt to Adjusted
EBITDA Ratio” means, with respect to any Person for any period, such
Person’s ratio of (1) Consolidated Total Indebtedness as of the date of
calculation (the “Determination Date”) to (2) the Adjusted EBITDA for the four
full consecutive fiscal quarters immediately preceding such Determination Date
for which financial information is available (the “Measurement Period”).  In the event that such Person or any
Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness
or issues or redeems Disqualified Stock or preferred stock subsequent to the
commencement of the Measurement Period for which the Debt to Adjusted EBITDA
Ratio is being calculated but prior to the Determination Date, then the Debt to
Adjusted EBITDA Ratio shall be calculated giving pro forma
effect to such incurrence, assumption, guarantee or redemption of Indebtedness,
or such issuance or redemption of Disqualified Stock or preferred stock, as if
the same had occurred at the beginning of the applicable four-quarter period.


 


For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers, consolidations and disposed operations (as
determined in accordance with GAAP)


 


14





















 


that have been made by such Person or any Restricted
Subsidiary during the four-quarter reference period or subsequent to such
reference period and on or prior to or simultaneously with the Determination
Date shall be calculated on a pro forma basis
assuming that all such Investments, acquisitions, dispositions, mergers,
consolidations and disposed operations (and the change in any associated
obligations and the change in Adjusted EBITDA resulting therefrom) had occurred
on the first day of the four-quarter reference period.  If since the beginning of such period any
Person (that subsequently became a Restricted Subsidiary or was merged with or
into such Person or any Restricted Subsidiary since the beginning of such
period) shall have made any Investment, acquisition, disposition, merger,
consolidation or disposed operation that would have required adjustment
pursuant to this definition, then the Debt to Adjusted EBITDA Ratio shall be
calculated giving pro forma effect thereto for such
period as if such Investment, acquisition, disposition, merger, consolidation
or disposed operation had occurred at the beginning of the applicable
four-quarter period.


 


For purposes of this definition, whenever pro forma
effect is to be given to a transaction, the pro forma
calculations shall be made in good faith by a responsible financial or
accounting officer of the Company.   If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the Determination Date had been the applicable
rate for the entire period (taking into account any Hedging Obligations
applicable to such Indebtedness).  
Interest on a Capitalized Lease Obligation shall be deemed to accrue at
an interest rate reasonably determined by a responsible financial or accounting
officer of the Company to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP.  
For purposes of making the computation referred to above, interest on
any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period.  Interest on Indebtedness that may optionally
be determined at an interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to
have been based upon the rate actually chosen, or, if none, then based upon
such optional rate chosen as the Company may designate.


 


“Default” means any event that
is, or with the passage of time or the giving of notice or both would be, an
Event of Default.


 


“Defaulted Interest”
has the meaning specified in Section 306(b) of this Indenture.


 


“Depositary” means The
Depository Trust Company, its nominees and their respective successors.


 


“Designated
Noncash Consideration” means the fair market value of noncash consideration
received by the Company or a Restricted Subsidiary in connection with an Asset
Sale that is so designated as Designated Noncash Consideration pursuant to an
Officers’ Certificate, setting forth the basis of such valuation, executed by
an executive vice president and the principal financial officer of the Company,
less the amount of cash or Cash Equivalents received in connection with a
subsequent sale of such Designated Noncash Consideration.


 


“Designated
Preferred Stock” means preferred stock of the Company, PanAmSat or any
parent corporation of the Company or PanAmSat (in each case other than
Disqualified Stock) that is issued for cash (other than to a Restricted
Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an
Officers’ Certificate executed by an executive vice president and the principal
financial officer of the Company or the applicable parent corporation thereof,
as the case may be, on the issuance date thereof, the cash proceeds of which
are excluded from the calculation set forth in the definition of the term
“Cumulative Credit”.


 


15





















 


“Disqualified Stock”
means, with respect to any Person, any Capital Stock of such Person which, by
its terms, or by the terms of any security into which it is convertible or for
which it is putable or exchangeable, or upon the happening of any event,
matures or is mandatorily redeemable, other than as a result of a change of
control or asset sale, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, other than as a result of a
change of control or asset sale, in whole or in part, in each case prior to the
date 91 days after the earlier of the maturity date of the Notes or the date
the Notes are no longer outstanding; provided, however, that if such
Capital Stock is issued to any plan for the benefit of employees of the Company
or its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations.


 


“Domestic Subsidiary”
means, with respect to any Person, any Restricted Subsidiary of such Person
other than a Foreign Subsidiary.


 


“EMU” means economic and monetary
union as contemplated in the Treaty on European Union.


 


“Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital
Stock, but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock.


 


“Equity Offering” means
any public or private sale of Common Stock or preferred stock of the Company or
any of its direct or indirect parent corporations (excluding Disqualified
Stock), other than


 


(1)                                  public offerings with respect to the
Company’s or any direct or indirect parent corporation’s Common Stock registered
on Form S-8 and


 


(2)                                  any such public or private sale that
constitutes an Excluded Contribution.


 


“euro” means the single
currency of participating member states of the EMU.


 


“Event of Default” has
the meaning specified in Section 501 of this Indenture.


 


“Event of Loss” has the
meaning specified in Section 1007 of this Indenture.


 


“Event of Loss Proceeds”
means, with respect to any Event of Loss, all Satellite insurance proceeds
received by the Company or any of the Restricted Subsidiaries in connection
with such Event of Loss, after


 


(1)                                  provision for all income or other taxes
measured by or resulting from such Event of Loss,


 


(2)                                  payment of all reasonable legal, accounting
and other reasonable fees and expenses related to such Event of Loss,


 


(3)                                  payment of amounts required to be applied to
the repayment of Indebtedness secured by a Lien on the Satellite that is the
subject of such Event of Loss,


 


(4)                                  provision for payments to Persons who own an
interest in the Satellite (including any transponder thereon) in accordance
with terms of the agreement(s) governing the ownership


 


16





















 


of such interest by such
Person (other than payments to insurance carriers required to be made based on
the future revenues generated from such Satellite), and


 


(5)                                  deduction of appropriate amounts to be
provided by the Company or such Restricted Subsidiary as a reserve, in
accordance with GAAP, against any liabilities associated with the Satellite
that was the subject of the Event of Loss.


 


“Excess Proceeds” has the
meaning specified in Section 1018 of this Indenture.


 


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


 


“Exchange Notes” has the
meaning specified in the first recital of this Indenture.  Unless the context otherwise requires, all
references to the Exchange Notes shall include 10 3/8% Senior Exchange
Discount Notes Due 2014 issued in exchange for any Additional Notes.


 


“Exchange Offer” means the
Exchange Offer as defined in the Registration Rights Agreement.


 


“Exchange
Offer Registration Statement” means the Exchange Offer Registration Statement
as defined in the Registration Rights Agreement.


 


“Excluded Contribution”
means net cash proceeds, marketable securities or Qualified Proceeds received
by the Company from:


 


(1)                                  contributions to its common equity capital,
and


 


(2)                                  the sale (other than to a Subsidiary of the
Company or to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of the Company) of Capital
Stock (other than Disqualified Stock and Designated Preferred Stock) of the
Company,


 


in each case designated as Excluded Contributions pursuant to an
Officers’ Certificate executed by an executive vice president and the principal
financial officer of the Company on the date such capital contributions are
made or the date such Equity Interests are sold, as the case may be, which are
excluded from the calculation set forth in the definition of the term
“Cumulative Credit”.


 


“Excluded Satellite”
means (a) the Satellites of the Company and its Restricted Subsidiaries identified
as PAS-4, PAS-5, PAS-7, PAS-1 R, PAS-6B, SBS-6, Galaxy 3R, Galaxy 4R, Galaxy 11
and Galaxy 10R and (b) any other Satellite that (1) is not expected or
intended, in the good faith determination of the Board of Directors of the
Company and evidenced by a Board Resolution delivered to the Trustee, to earn
future revenues from the operation of such Satellite in excess of $25.0 million
in any fiscal year, and (2) has suffered loss or damage such that (A) the
procurement of In-Orbit Insurance therefor in the amount and on the terms
required by this Indenture would not be available for a price that is, and on
other terms and conditions that are, commercially reasonable or (B) such
In-Orbit Insurance would be subject to exclusions or limitations of coverage
that would make the terms of the insurance commercially unreasonable, in either
case, as determined in good faith by the Board of Directors of the Company and
evidenced by a Board Resolution delivered to the Trustee.


 


“Existing Indebtedness”
means Indebtedness of the Company or the Restricted Subsidiaries in existence
on the Issue Date, plus interest accruing thereon.


 


17





















 


“Existing Notes” means the
8 1/2% Senior Notes due 2012, the 6 1/2% Senior Notes due 2005,
6 3/8% Senior Notes due 2008, the 6 7/8% Senior Debentures due 2028
and the 9% Senior Notes due 2014 (the “2014 Notes”), in each case, of PanAmSat.


 


“Foreign Subsidiary”
means, with respect to any Person, any Restricted Subsidiary of such Person
that is not organized or existing under the laws of the United States, any
state thereof, the District of Columbia, or any territory thereof.


 


“Full Accretion Date”
has the meaning specified in Section 301 of this Indenture.


 


“GAAP” means generally accepted
accounting principles in the United States which are in effect on August 20,
2004.


 


“Government Securities”
means securities that are:


 


(1)                                  direct obligations of the United States of
America for the timely payment of which its full faith and credit is pledged,
or


 


(2)                                  obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America,


 


which, in either case, are not callable or redeemable at the option of
the issuers thereof, and shall also include a depository receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with
respect to any such Government Securities or a specific payment of principal of
or interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Securities or
the specific payment of principal of or interest on the Government Securities
evidenced by such depository receipt.


 


“guarantee” means a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner (including
letters of credit and reimbursement agreements in respect thereof), of all or
any part of any Indebtedness or other obligations.


 


“Guarantee” means any guarantee
by any Person of the Company’s Obligations under this Indenture.


 


“Guarantor” means any
Restricted Subsidiary that is a Domestic Subsidiary that executes a Guarantee
pursuant to Section 1015 hereof.


 


“Hedging Obligations”
means, with respect to any Person, the obligations of such Person under any
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, foreign exchange contract, currency swap agreement or similar
agreement providing for the transfer or mitigation of interest rate or currency
risks either generally or under specific contingencies.


 


“Historical
Adjustments” means with respect to any Person, without duplication, the following
items to the extent incurred prior to August 20, 2004:


 


(1)                                  adjustment of sales-type leases to operating
leases;


 


18





















 


(2)                                  elimination of new sales-type leases;


 


(3)                                  loss on conversion of sales-type leases;


 


(4)                                  impairment charges from satellite
write-downs;


 


(5)                                  gain on satellite insurance claims;


 


(6)                                  restructuring charges;


 


(7)                                  reserves for long-term receivables and
sales-type lease adjustments, including customer-related long-term receivables
evaluated as uncollectible;


 


(8)                                  reversal of allowance for customer credits,
including any amounts receivable for such period in connection with contracts
that are attributable to Globo Comunicacões e Participacões, Ltda.’s involvement in arrangements with
Sky Multi-Country Partners;


 


(9)                                  change in reserve estimates related to two of
the Company’s minority Investments based on the Company’s assessment of the
investee’s market value;


 


(10)                            leaseback expense net of deferred gain;


 


(11)                            other non-operating items consisting of (A)
transaction related fees and expenses including management retention bonuses,
(B) fees and expenses related to prior acquisitions and due diligence for
acquisitions not consummated, (C) non-cash stock compensation expense, (D) gain
or loss on disposals and non-cash write-offs of other property and equipment, (E)
non-cash losses from an investment accounted for by the equity method, (F)
reserve adjustments and (G) gain on termination of the Galaxy 8-iR construction
contract.


 


“Holder” means a holder of the
Notes.


 


“incur” has the meaning specified
in Section 1011 of this Indenture.


 


“incurrence” has the meaning
specified in Section 1011 of this Indenture.


 


“Indebtedness” means, with
respect to any Person,


 


(1)                                  any indebtedness (including principal and
premium) of such Person, whether or not contingent:


 


(A)                              in respect of borrowed money;


 


(B)                                evidenced by bonds, notes, debentures or
similar instruments or letters of credit or bankers’ acceptances (or, without
double counting, reimbursement agreements in respect thereof);


 


(C)                                representing the balance deferred and unpaid
of the purchase price of any property (including Capitalized Lease Obligations)
and the present value (discounted at the interest rate borne by the notes,
compounded annually) of total obligations of the lessee for rental payments
during the remaining term of the lease included in any Sale and Lease-Back
Transaction (including any period for which such lease has been extended)),


 


19





















 


except any such balance that
constitutes a trade payable or similar obligation to a trade creditor, in each
case accrued in the ordinary course of business; or


 


(D)                               representing any Hedging Obligations,


 


if and to the extent that
any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations)
would appear as a liability upon a balance sheet (excluding the footnotes
thereto) of such Person prepared in accordance with GAAP;


 


(2)                                  to the extent not otherwise included, any
obligation by such Person to be liable for, or to pay, as obligor, guarantor or
otherwise, on the obligations of the type referred to in clause (1) of another
Person (whether or not such items would appear upon the balance sheet of the
such obligor or guarantor), other than by endorsement of negotiable instruments
for collection in the ordinary course of business; and


 


(3)                                  to the extent not otherwise included, the
obligations of the type referred to in clause (1) of another Person secured by
a Lien on any asset owned by such Person, whether or not such Indebtedness is
assumed by such Person;


 


provided, however, that
notwithstanding the foregoing, Indebtedness shall be deemed not to include (A)
Contingent Obligations incurred in the ordinary course of business; (B)
obligations under or in respect of Receivables Facilities; (C) deferred or prepaid
revenues; (D) purchase price holdbacks in respect of a portion of the purchase
price of an asset to satisfy warranty or other unperformed obligations of the
respective seller; (E) obligations to make payments to one or more insurers
under satellite insurance policies in respect of premiums or the requirement to
remit to such insurer(s) a portion of the future revenues generated by a
satellite which has been declared a constructive total loss, in each case in
accordance with the terms of the insurance policies relating thereto; or
(F),any obligations to make progress or incentive payments under any satellite
manufacturing contract or to make payments under satellite launch contracts in
respect of launch services provided thereunder, in each case, to the extent not
overdue by more than 90 days.


 


“Indenture” means this
instrument as originally executed and as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof, including, for all purposes of this
Indenture and any such supplemental indenture, the provisions of the Trust Indenture
Act that are deemed to be part of and govern this instrument and any such
supplemental indenture, respectively.


 


“Independent Financial
Advisor” means an accounting, appraisal, investment banking firm or consultant
to Persons engaged in Similar Businesses of nationally recognized standing that
is, in the good faith judgment of the Company, qualified to perform the task
for which it has been engaged.


 


“Initial Notes” has the
meaning stated in the first recital of this Indenture.


 


“Initial Purchaser”
means Citigroup Global Markets Inc.


 


“In-Orbit Insurance”
means, with respect to any Satellite, insurance for risk of loss of and damage
to such Satellite attaching upon the expiration of the launch insurance
therefor and renewing, during the commercial in-orbit service of such
Satellite, prior to the expiration of the immediately preceding corresponding
In-Orbit Insurance policy, subject to the terms and conditions set forth in
this Indenture.


 


“In-orbit Spare
Satellite” means a Satellite that:


 


20





















 


(1)                                  shall meet or exceed the performance
requirements to which the customer would be entitled pursuant to its service
agreement with respect to each Satellite being protected (or the C-band or
Ku-band payloads separately on a hybrid C/Ku-band Satellite, provided both payloads on such Satellite are so protected or
insured by insurance in accordance with Section 1007); and


 


(2)                                  to the extent necessary to serve the present
and future intended customer base for the Satellite being protected (or the
C-band or Ku-band payloads separately on a hybrid C/Ku-band Satellite, provided both payloads on such Satellite are so protected or
insured by insurance in accordance with Section 1007), shall have a similar or
better footprint coverage and power levels and similar operating radio
frequencies when compared to each Satellite (or the C-band or Ku-band payloads
separately on a hybrid C/Ku-band Satellite, provided both
payloads on such Satellite are so protected or insured by insurance in
accordance with Section 1007) for which it shall be maintained as an In-orbit
Spare Satellite;


 


provided that
a Satellite that has both C-band and Ku-band payloads shall be deemed to be an
“In-orbit Spare Satellite” with respect to each payload as to which it meets
the foregoing criteria as applied to such payload separately.


 


“Interest Payment Date”
means the Stated Maturity of an installment of interest on the Notes.


 


“Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any
other Rating Agency.


 


“Investment Grade
Securities” means:


 


(1)                                  securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof (other than Cash Equivalents),


 


(2)                                  debt securities or debt instruments with a
rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the
equivalent of such rating by such rating organization, or, if no rating of
S&P or Moody’s then exists, the equivalent of such rating by any other
nationally recognized securities rating agency, but excluding any debt
securities or instruments constituting loans or advances among the Company and
its Subsidiaries,


 


(3)                                  investments in any fund that invests
exclusively in investments of the type described in clauses (1) and (2) above,
which fund may also hold immaterial amounts of cash pending investment or
distribution, and


 


(4)                                  corresponding instruments in countries other
than the United States customarily utilized for high quality investments.


 


“Investments” means, with
respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the form of loans (including guarantees), advances or
capital contributions (excluding accounts receivable, trade credit, advances to
customers, commission, travel and similar advances to officers and employees,
in each case made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities issued by any other Person and investments that are required by GAAP
to be classified on the balance sheet (excluding the footnotes) of the Company
in the same manner as the other investments included in this definition to


 


21





















 


the extent such transactions involve the transfer of
cash or other property.  For purposes of
the definition of “Unrestricted Subsidiary” and Section 1010,


 


(1)                                  “Investments” shall include the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the fair
market value of the net assets of a Subsidiary of the Company at the time that
such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to:


 


(A)                              the Company’s “Investment” in such Subsidiary
at the time of such redesignation less


 


(B)                                the portion (proportionate to the Company’s
equity interest in such Subsidiary) of the fair market value of the net assets
of such Subsidiary at the time of such redesignation; and


 


(2)                                  any property transferred to or from an
Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer, in each case as determined in good faith by the Board of Directors
of the Company.


 


Notwithstanding the foregoing, payments made under contracts to
construct, launch, operate or insure Satellites which contracts are entered
into in the ordinary course of business shall not constitute Investments.


 


“Investors” means Kohlberg
Kravis Roberts & Co. L.P., TC Group, L.L.C. 
(which operates under the trade name “The Carlyle Group”) and Providence
Equity Partners and their respective Affiliates.


 


“Issue Date” means October 19,
2004.


 


“Legal Defeasance” has
the meaning specified in Section 1302 of this Indenture.


 


“Lien” means, with respect to any
asset, any mortgage, lien, pledge, charge, security interest or encumbrance of
any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction; provided that
in no event shall an operating lease be deemed to constitute a Lien.


 


“Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions are not required to
be open in the State of New York.


 


“Letter of Transmittal”
means the letter of transmittal to be prepared by the Company and sent to all
Holders of the Notes for use by such Holders in connection with the Exchange
Offer.


 


“Maturity”, when used with
respect to any Note, means the date on which the principal of such Note or an
installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, notice of
redemption or otherwise.


 


22





















 


“Moody’s” means Moody’s Investors
Service, Inc. and any successor to its rating agency business.


 


“Net Income” means, with
respect to any Person, the net income (loss) of such Person, determined in
accordance with GAAP and before any reduction in respect of preferred stock dividends.


 


“Net Proceeds” means the
aggregate cash proceeds received by the Company or any Restricted Subsidiary in
respect of any Asset Sale, including any cash received upon the sale or other
disposition of any Designated Noncash Consideration received in any Asset Sale,
net of the direct costs relating to such Asset Sale and the sale or disposition
of such Designated Noncash Consideration, including legal, accounting and
investment banking fees, and brokerage and sales commissions, any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), amounts required to be applied to the repayment of principal,
premium, if any, and interest on Pari Passu Indebtedness required (other than required
by Section 1018(b)(1)) to be paid as a result of such transaction and any
deduction of appropriate amounts to be provided by the Company as a reserve in
accordance with GAAP against any liabilities associated with the asset disposed
of in such transaction and retained by the Company after such sale or other
disposition thereof, including pension and other post-employment benefit
liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction.


 


“Net Transponder
Capacity” means the aggregate transponder transmission capacity for all
in-orbit transponders then owned by the Company and the Restricted Subsidiaries
less the amount of capacity relating to transponders which are not at such time
available for use whether due to legal, regulatory, technical or contractual
restrictions or otherwise.


 


“Non-U.S. Person” means
a Person who is not a U.S. Person.


 


“Note Register”
and “Note Registrar” have the respective meanings specified in Section 304.


 


“Notes” has the meaning stated in
the first recital of this Indenture and more particularly means any Notes
authenticated and delivered under this Indenture.  The Initial Notes and the Additional Notes
shall be treated as a single class for all purposes of this Indenture, and
unless the context otherwise requires, all references to the Notes shall
include the Initial Notes, any Additional Notes and the Exchange Notes issued
in exchange for the Initial Notes and any Additional Notes.


 


“Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements
(including reimbursement obligations with respect to letters of credit and
banker’s acceptances), damages and other liabilities, and guarantees of payment
of such principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities, payable under the documentation governing any
Indebtedness.


 


“Offering Memorandum”
means the Offering Memorandum dated September 27, 2004 relating to the Notes.


 


“Officer” means the Chairman of
the Board of Directors, the Chief Executive Officer, the President, any
Executive Vice President, Senior Vice President or Vice President, the
Treasurer or the Secretary of the Company.


 


23





















 


“Officers’ Certificate”
means a certificate signed on behalf of the Company by two Officers of the
Company, one of whom must be the principal executive officer, the principal
financial officer, the treasurer, or the principal accounting officer of the
Company that meets the requirements set forth in this Indenture.


 


“Opinion of Counsel”
means a written opinion from legal counsel. 
The counsel may be an employee of or counsel to the Company.


 


“Outstanding”, when used
with respect to Notes, means, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture, except:


 


(1)                                  Notes theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;


 


(2)                                  Notes, or portions thereof, for whose payment
or redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Notes; provided that,
if such Notes are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made;


 


(3)                                  Notes, except to the extent provided in
Sections 1302 and 1303, with respect to which the Company has effected Legal
Defeasance or Covenant Defeasance as provided in Article Thirteen; and


 


(4)                                  Notes which have been paid pursuant to
Section 305 or in exchange for or in lieu of which other Notes have been
authenticated and delivered pursuant to this Indenture, other than any such
Notes in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Notes are held by a Protected Purchaser in whose
hands the Notes are valid obligations of the Company;


 


provided, however, that in
determining whether the Holders of the requisite principal amount of Outstanding
Notes have given any request, demand, authorization, direction, consent, notice
or waiver hereunder, and for the purpose of making the calculations required by
TIA Section 313, Notes owned by the Company or any other obligor upon the Notes
or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes which a Responsible Officer of the Trustee actually knows to be so owned
shall be so disregarded.


 


“PanAmSat” means
PanAmSat Corporation, a Delaware corporation, and its successors.


 


“Pari Passu
Indebtedness” means with respect to any Person:


 


(1)                                  Indebtedness of such Person, whether
outstanding on the Issue Date or thereafter incurred; and


 


(2)                                  all other Obligations of such Person
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to such Person whether or not
post-filing interest is allowed in such proceeding) in respect of Indebtedness
described in clause (1) above


 


24


















 


unless, in the case of
clauses (1) and (2) above, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such
Indebtedness or other Obligations are subordinate in right of payment to the
Notes; provided, however, that Pari Passu Indebtedness shall not include:


 


(1)                                  any obligation of such Person to the Company
or any Subsidiary;


 


(2)                                  any liability for Federal, state, local or
other taxes owed or owing by such Person;


 


(3)                                  any accounts payable or other liability to
trade creditors arising in the ordinary course of business; or


 


(4)                                  any Indebtedness or other Obligation of such
Person which is subordinate or junior in any respect to any other Indebtedness
or other Obligation of such Person.


 


“Paying
Agent” means any Person (including the Company acting as Paying Agent) authorized
by the Company to pay the principal of (and premium, if any) or interest on any
Notes on behalf of the Company.


 


“Permitted
Asset Swap” means the concurrent purchase and sale or exchange of Related
Business Assets or a combination of Related Business Assets (including
transponders or transponder capacity) and cash or Cash Equivalents between the
Company or any of its Restricted Subsidiaries and another Person; provided, that any cash
or Cash Equivalents received must be applied in accordance with Section 1018.


 


“Permitted
Holders” means each of Kohlberg Kravis Roberts & Co. L.P., TC Group,
L.L.C.  (which operates under the trade
name “The Carlyle Group”) and Providence Equity Partners and their respective
Affiliates and members of management of the Company who are shareholders of the
Company on the Issue Date.


 


“Permitted Investments” means:


 


(1)                                  any Investment in the Company or any
Restricted Subsidiary;


 


(2)                                  any Investment in cash and Cash Equivalents
or Investment Grade Securities;


 


(3)                                  any Investment by the Company or any
Restricted Subsidiary of the Company in a Person that is engaged in a Similar
Business if as a result of such Investment;


 


(A)                              such Person becomes a Restricted Subsidiary,
or


 


(B)                                such Person, in one transaction or a series
of related transactions, is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is liquidated
into, the Company or a Restricted Subsidiary;


 


(4)                                  any Investment in securities or other assets
not constituting cash or Cash Equivalents and received in connection with an
Asset Sale made pursuant to Section 1018, or any other disposition of
assets not constituting an Asset Sale;


 


(5)                                  any Investment existing on August 20,
2004;


 


25





















 


(6)                                  any Investment acquired by the Company or any
Restricted Subsidiary


 


(A)                              in exchange for any other Investment or
accounts receivable held by the Company or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the Company of such other Investment or accounts receivable
or


 


(B)                                as a result of a foreclosure by the Company
or any Restricted Subsidiary with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default;


 


(7)                                  Hedging Obligations permitted under Section 1011(b)(l0);


 


(8)                                  any Investment in a Similar Business having
an aggregate fair market value, taken together with all other Investments made
pursuant to this clause (8) that are at that time outstanding (without giving
effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of
such sale do not consist of cash or marketable securities), not to exceed the
greater of (A) $250.0 million and (B) 4.5% of Total Assets at the time of such
Investment (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value);


 


(9)                                  Investments the payment for which consists of
Equity Interests of the Company, or any of its direct or indirect parent
corporations (exclusive of Disqualified Stock); provided, however, that such
Equity Interests shall not increase the amount available for Restricted Payments
under the calculation set forth in the definition of the term “Cumulative
Credit”;


 


(10)                            guarantees of Indebtedness permitted under Section 1011;


 


(11)                            any transaction to the extent it constitutes
an investment that is permitted and made in accordance with Section 1013(b)
(except transactions described in Section 1013(b)(2), (5) and (9));


 


(12)                            Investments consisting of purchases and
acquisitions of inventory, supplies, material or equipment;


 


(13)                            additional Investments having an aggregate
fair market value, taken together with all other Investments made pursuant to
this clause (13) that are at that time outstanding (without giving effect to
the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale
do not consist of cash or marketable securities), not to exceed the greater of
(A) $125.0 million and (B) 2.25% of Total Assets at the time of such Investment
(with the fair market value of each Investment being measured at the time made
and without giving effect to subsequent changes in value);


 


(14)                            Investments relating to any special purpose
Wholly-Owned Subsidiary of the Company organized in connection with a
Receivables Facility that, in the good faith determination of the Board of
Directors of the Company, are necessary or advisable to effect such Receivables
Facility;


 


(15)                            Investments in Subsidiaries or joint ventures
formed for the purpose of selling or leasing transponder capacity to third
party customers in the ordinary course of business of the Company and its
Restricted Subsidiaries which Investments are in the form of transfers to such


 


26





















 


Subsidiaries
or joint ventures for fair market value of transponders or transponder capacity
sold or to be sold or leased or to be leased by such Subsidiaries or joint
ventures; provided that all such Investments in
Subsidiaries and joint ventures do not exceed 10% of Net Transponder Capacity;


 


(16)                            advances to employees not in excess of $25.0
million outstanding at any one time, in the aggregate;


 


(17)                            loans and advances to officers, directors and
employees for business-related travel expenses, moving expenses and other
similar expenses, in each case incurred in the ordinary course of business; and


 


(18)                            Investments in any joint venture in existence
as of August 20, 2004; provided that
all such Investments made after August 20, 2004 pursuant to this clause
(18) in all such joint ventures do not exceed $10.0 million.


 


“Permitted
Liens” means, with respect to any Person:


 


(1)                                  pledges or deposits by such Person under
workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts
(other than for the payment of Indebtedness) or leases to which such Person is
a party, or deposits to secure public or statutory obligations of such Person
or deposits of cash or U.S. government bonds to secure surety or appeal bonds
to which such Person is a party, or deposits as security for contested taxes or
import duties or for the payment of rent, in each case incurred in the ordinary
course of business;


 


(2)                                  Liens imposed by law, such as carriers’,
warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being
contested in good faith by appropriate proceedings or other Liens arising out
of judgments or awards against such Person with respect to which such Person
shall then be proceeding with an appeal or other proceedings for review;


 


(3)                                  Liens for taxes, assessments or other governmental
charges not yet due or payable or subject to penalties for nonpayment or which
are being contested in good faith by appropriate proceedings;


 


(4)                                  Liens in favor of issuers of performance and
surety bonds or bid bonds or with respect to other regulatory requirements or
letters of credit issued pursuant to the request of and for the account of such
Person in the ordinary course of its business;


 


(5)                                  minor survey exceptions, minor encumbrances,
easements or reservations of, or rights of others for, licenses, rights-of-way,
sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of real properties or
Liens incidental, to the conduct of the business of such Person or to the
ownership of its properties which were not incurred in connection with
Indebtedness and which do not in the aggregate materially adversely affect the
value of said properties or materially impair their use in the operation of the
business of such Person;


 


(6)                                  Liens securing Indebtedness permitted to be
incurred pursuant to Section 1011(b)(1), (4) or (12);


 


(7)                                  Liens existing on the Issue Date;


 


27





















 


(8)                                  Liens on property or shares of stock of a
Person at the time such Person becomes a Subsidiary; provided, however, such Liens are
not created or incurred in connection with, or in contemplation of, such other
Person becoming such a subsidiary; provided, further, however, that
such Liens may not extend to any other property owned by the Company or any
Restricted Subsidiary;


 


(9)                                  Liens on property at the time the Company or
a Restricted Subsidiary acquired the property, including any acquisition by
means of a merger or consolidation with or into the Company or any Restricted
Subsidiary; provided, however, that such Liens are not created or incurred in connection
with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned
by the Company or any Restricted Subsidiary;


 


(10)                            Liens securing Indebtedness or other
obligations of a Restricted Subsidiary owing to the Company or another
Restricted Subsidiary permitted to be incurred in accordance with Section 1011
hereof;


 


(11)                            Liens securing Hedging Obligations so long as
the related Indebtedness is, and is permitted under this Indenture to be,
secured by a Lien on the same property securing such Hedging Obligations;


 


(12)                            Liens on specific items of inventory of other
goods and proceeds of any Person securing such Person’s obligations in respect
of bankers’ acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;


 


(13)                            leases and subleases of real property which
do not materially interfere with the ordinary conduct of the business of the
Company or any of the Restricted Subsidiaries;


 


(14)                            Liens arising from Uniform Commercial Code
financing statement filings regarding operating leases entered into by the
Company and its Restricted Subsidiaries in the ordinary course of business;


 


(15)                            Liens (including Liens in connection with
Sale and Lease-Back Transactions) in favor of the Company or any Restricted
Subsidiary;


 


(16)                            Liens on equipment of the Company or any
Restricted Subsidiary granted in the ordinary course of business to the Company’s
client at which such equipment is located;


 


(17)                            Liens on accounts receivable and related
assets incurred in connection with a Receivables Facility;


 


(18)                            Liens to secure any refinancing, refunding, extension,
renewal or replacement (or successive refinancing, refunding, extensions,
renewals or replacements) as a whole, or in part, of any Indebtedness secured
by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11)
and (15); provided however, that
(A) such new Lien shall be limited to all or part of the same property that
secured the original Lien (plus improvements on such property), and (B) the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (i) the outstanding principal amount or, if greater,
committed amount of the Indebtedness described under clauses (6), (7), (8),
(9), (10), (11) and (15) at the time the original Lien became a


 


28





















 


Permitted
Lien under this Indenture, and (ii) an amount necessary to pay any fees and
expenses, including premiums, related to such refinancing, refunding,
extension, renewal or replacement;


 


(19)                            deposits made in the ordinary course of
business to secure liability to insurance carriers;


 


(20)                            other Liens securing obligations incurred in
the ordinary course of business which obligations do not exceed $25 million at
any one time outstanding;


 


(21)                            Liens incurred to secure Obligations in
respect of term loans or revolving loans (including principal, premium,
interest, penalties, fees, indemnifications, reimbursements and other amounts
relating thereto) under any Credit Facilities or Indebtedness related to any
Sale and Lease-Back Transaction; provided that,
at the time of incurrence and after giving pro forma
effect thereto, the Consolidated Secured Debt Ratio would be no greater than
4.5 to 1.0.


 


For
purposes of this definition, the term “Indebtedness” shall be deemed to include
interest on such Indebtedness.


 


“Person” means any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.


 


“Predecessor Note” of any particular Note means every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 305 in exchange for a mutilated
Note or in lieu of a lost, destroyed or stolen Note shall be deemed to evidence
the same debt as the mutilated, lost, destroyed or stolen Note.


 


“preferred stock” means any Equity Interest with
preferential rights of payment of dividends or upon liquidation, dissolution,
or winding up.


 


“Protected Purchaser” has the meaning specified in Section 305
of this Indenture.


 


“Qualified Proceeds” means assets that are used or
useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or
Capital Stock shall be determined by the Board of Directors in good faith.


 


“Rating Agencies” mean Moody’s and S&P or if Moody’s
or S&P or both shall not make a rating on the notes publicly available, a
nationally recognized statistical rating agency or agencies, as the case may
be, selected by the Company (as certified by a Board Resolution) which shall be
substituted for Moody’s or S&P or both, as the case may be.


 


“Receivables Facility” means one or more receivables
financing facilities, as amended from time to time, the Indebtedness of which
is non-recourse (except for standard representations, warranties, covenants and
indemnities made in connection with such facilities) to the Company and the Restricted
Subsidiaries pursuant to which the Company or any of its Restricted
Subsidiaries sells its accounts receivable to a Person that is not a Restricted
Subsidiary.


 


“Receivables Fees” means distributions or payments made
directly or by means of discounts with respect to any participation interest
issued or sold in connection with, and other fees paid to a Person that is not
a Restricted Subsidiary in connection with, any Receivables Facility.


 


29





















 


“Redemption Date”, when used with respect to any Note to
be redeemed, in whole or in part, means the date fixed for such redemption by
or pursuant to this Indenture.


 


“Redemption Price”, when used with respect to any Note
to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.


 


“Refinancing Indebtedness” has the meaning
specified in Section 1011 of this Indenture.


 


“Refunding
Capital Stock” has the meaning specified in Section 1010 of this Indenture.


 


“Registration Rights Agreement” means the
Exchange and Registration Rights Agreement dated as of October 19, 2004,
between the Company and the Initial Purchaser, and with respect to any
Additional Notes, one or more registration rights agreements among the Company
and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.


 


“Regular Record Date” has the meaning specified in Section 301
of this Indenture.


 


“Related Business Assets” means assets (other
than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a
Restricted Subsidiary in exchange for assets transferred by the Company or a
Restricted Subsidiary shall not be deemed to be Related Business Assets if they
consist of securities of a Person, unless upon receipt of the securities of
such Person, such Person would become a Restricted Subsidiary.


 


“Responsible Officer”, when used with respect to the
Trustee, means any vice president, any assistant treasurer, any trust officer
or assistant trust officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


 


“Restricted Investment” means an Investment other
than a Permitted Investment.


 


“Restricted Payments” has the meaning specified in Section 1010
of this Indenture.


 


“Restricted Subsidiary” means, at any time, any
direct or indirect Subsidiary of the Company (including any Foreign Subsidiary)
that is not then an Unrestricted Subsidiary; provided, however, that upon the
occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted
Subsidiary, such Subsidiary shall be included in the definition of “Restricted
Subsidiary”.


 


“Retired Capital Stock” has the meaning specified
in Section 1010 of this Indenture.


 


“S&P”
means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc., and any successor to its rating agency business.


 


“Sale and Lease-Back Transaction” means any
arrangement with any Person providing for the leasing by the Company or any
Restricted Subsidiary of any real or tangible personal property, which property
has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person in contemplation of such leasing.


 


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“Satellite” means any satellite owned by, or leased to, the
Company or any of its Restricted Subsidiaries and any satellite purchased
pursuant to the terms of a Satellite Purchase Agreement, whether such satellite
is in the process of manufacture, has been delivered for launch or is in orbit
(whether or not in operational service).


 


“Satellite Manufacturer” means, with respect to
any Satellite, the prime contractor and manufacturer of such Satellite.


 


“Satellite Purchase Agreement” means, with
respect to any Satellite, the agreement between the applicable Satellite Purchaser
and the applicable Satellite Manufacturer relating to the manufacture, testing
and delivery of such Satellite.


 


“Satellite Purchaser” means the Company or Restricted
Subsidiary that is a party to a Satellite Purchase Agreement.


 


“SEC” means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body performing
such duties at such time.


 


“Securities Act” means the Securities Act of 1933 and the
rules and regulations of the SEC promulgated thereunder.


 


“Senior Credit Facilities” means the Credit
Agreement dated as of August 20, 2004 by and among PanAmSat, the
Restricted Subsidiaries, the lenders party thereto in their capacities as
lenders thereunder, Citicorp North America, Inc., as Administrative Agent,
Credit Suisse First Boston, as Syndication Agent, and Bear Stearns Corporate Lending
Inc. and Lehman Commercial Paper Inc., as Co-Documentation Agents, including
any guarantees, collateral documents, instruments and agreements executed in
connection therewith, and any amendments, supplements, modifications,
extensions, renewals, restatements or refundings thereof and any indentures or
credit facilities or commercial paper facilities with banks or other
institutional lenders or investors that replace, refund or refinance any part
of the loans, notes, other credit facilities or commitments thereunder,
including any such replacement, refunding or refinancing facility or indenture
that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under
Section 1011).


 


“Shelf Registration Statement” means the
shelf registration statement as defined in the Registration Rights Agreement.


 


“Significant Subsidiary” means any Restricted
Subsidiary that would be a “significant subsidiary” as defined in Article l,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such regulation is in effect on the date hereof.


 


“Similar Business” means any business conducted or
proposed to be conducted by the Company and its Restricted Subsidiaries on the
Issue Date or any business that is similar, reasonably related, incidental or ancillary
thereto.


 


“Special Interest” means all liquidated damages then
owing pursuant to the Registration Rights Agreement.


 


“Special Interest Notice” has the meaning
specified in Section 1019 hereof.


 


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“Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to Section 306.


 


“Stated Maturity”, when used with respect to any Note or
any installment of principal thereof or interest thereon, means the date
specified in such Notes as the fixed date on which the principal of such Notes
or such installment of principal or interest is due and payable.


 


“Subordinated Indebtedness” means any
Indebtedness of the Company which is by its terms subordinated in right of
payment to the Notes.


 


“Subsidiary” means, with respect to any Person,


 


(1)                                  any corporation, association, or other
business entity (other than a partnership, joint venture, limited liability
company or similar entity) of which more than 50% of the total voting power of
shares of Capital Stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the
time of determination owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person or a combination
thereof and


 


(2)                                  any partnership, joint venture, limited
liability company or similar entity of which:


 


(A)                              more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general or limited
partnership interests, as applicable, are owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof whether in the form of membership, general,
special or limited partnership or otherwise, and


 


(B)                                such Person or any Restricted Subsidiary of
such Person is a controlling general partner or otherwise controls such entity.


 


“Successor
Company” has the meaning specified in Section 801 of this Indenture.


 


“Successor Person” has the
meaning specified in Section 802 of this Indenture.


 


“Total Assets” means the total assets of the Company and
the Restricted Subsidiaries, as shown on the most recent balance sheet of the
Company.


 


“Transaction Agreement” means, collectively, the
Transaction Agreement dated April 20, 2004, among Constellation, LLC, the
Company, The DIRECTV Group, Inc. and PAS Merger Sub, Inc., the Letter Agreement
dated May 17, 2004, among Constellation, LLC, Carlyle PanAmSat I, L.L.C.  and Carlyle PanAmSat II L.L.C., the Letter
Agreement dated May 17, 2004, among Constellation, LLC, PEP PAS, LLC and PEOP
PAS LLC, and the Letter Agreement dated August 12, 2004, between The
DIRECTV Group, Inc. and Constellation, LLC and acknowledged by the Company.


 


“Transactions” means the transactions contemplated by
(i) the Transaction Agreement, (ii) the offering of the 2014 Notes,
(iii) the Senior Credit Facilities and (iv) the offering of the Notes
and the use of proceeds therefrom.


 


“Treasury Rate” means, as of any redemption date, the
yield to maturity as of such redemption date of United States Treasury
securities with a constant maturity (as compiled and published in


 


32





















 


the most recent Federal
Reserve Statistical Release H.15 (519) that has become publicly available at
least two business days prior to the redemption date (or, if such Statistical Release
is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to November 1,
2009; provided, however, that if the period from the redemption date to November 1,
2009, is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.


 


“Trust Indenture Act” or “TIA” means the Trust
Indenture Act of 1939 as in force at the date as of which this Indenture was
executed, except as provided in Section 905.


 


“Trustee” means The Bank of New York, a New York banking
corporation, until a successor replaces it and, thereafter, means the
successor.


 


“Uniform Commercial Code” means the New York
Uniform Commercial Code as in effect from time to time.


 


“Unrestricted Subsidiary” means:


 


(1)                                  any Subsidiary of the Company which at the
time of determination is an Unrestricted Subsidiary (as designated by the Board
of Directors of the Company, as provided below), and


 


(2)                                  any Subsidiary of an Unrestricted Subsidiary.


 


The
Board of Directors of the Company may designate any Subsidiary of the Company
(including any existing Subsidiary and any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of
its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds
any lien on, any property of, the Company or any Subsidiary of the Company
(other than any Subsidiary of the Subsidiary to be so designated), provided that


 


(1)                                  any Unrestricted Subsidiary must be an entity
of which shares of the Capital Stock or other equity interests (including
partnership interests) entitled to cast at least a majority of the votes that
may be cast by all shares or equity interests having ordinary voting power for
the election of directors or other governing body are owned, directly or
indirectly, by the Company,


 


(2)                                  such designation complies with Section 1010,
and


 


(3)                                  each of


 


(A)                              the Subsidiary to be so designated and


 


(B)                                its Subsidiaries has not at the time of
designation, and does not thereafter, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of
the Company or any Restricted Subsidiary.


 


The
Board of Directors of the Company may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided that,
immediately after giving effect to such designation no Default or Event of Default
shall have occurred and be continuing and either:


 


33





















 


(1)                                  in
the case of any Subsidiary of the Company that is not also a Subsidiary of
PanAmSat, (A) the Company could incur at least $1.00 of additional Indebtedness
pursuant to the Debt to Adjusted EBITDA Ratio test of the Company described in
clause (i) under Section 1011(a) or (B) the Debt to Adjusted EBITDA Ratio
for the Company would be less than such ratio for the Company immediately prior
to such designation, in each case on a pro forma basis
taking into account such designation, or


 


(2)                                  in
the case of PanAmSat and any Restricted Subsidiary of PanAmSat, (A) PanAmSat
could incur at least $1.00 of additional Indebtedness pursuant to the Debt to
Adjusted EBITDA Ratio test of PanAmSat described in clause (ii) under Section 1011(a)
or (B) the Debt to Adjusted EBITDA Ratio for PanAmSat would be less than such
ratio for PanAmSat immediately prior to such designation, in each case on a pro forma basis taking into account such designation.


 


Any such designation by the
Board of Directors of the Company shall be notified by the Company to the
Trustee by promptly filing with the Trustee a copy of the Board Resolution
giving effect to such designation and an Officers’ Certificate certifying that
such designation complied with the foregoing provisions.


 


“U.S.
Person” means a U.S. Person as defined in Rule 902(k) promulgated under the
Securities Act.


 


“Vice
President”, when used with respect to the Company or the Trustee, means any
vice president, whether or not designated by a number or a word or words added
before or after the title “vice president”.


 


“Voting
Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors
of such Person.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness, Disqualified Stock or preferred stock,
as the case may be, at any date, the quotient obtained by dividing:


 


(1)                                  the sum of the products of the number of
years from the date of determination to the date of each successive scheduled
principal payment of such Indebtedness or redemption or similar payment with respect
to such Disqualified Stock or preferred stock multiplied by the amount of such
payment, by


 


(2)                                  the sum of all such payments.


 


“Wholly-Owned Subsidiary” of any Person means a
Subsidiary of such Person, 100% of the outstanding Capital Stock or other
ownership interests of which (other than directors’ qualifying shares) shall at
the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of
such Person.


 


SECTION 103.                                       Compliance
Certificates and Opinions.  Upon any
application or request by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture (including any covenant compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and, other than in connection with the authentication of the Initial Notes, an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of


 


34





















 


this Indenture relating to such particular application
or request, no additional certificate or opinion need be furnished.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture (other than pursuant to Section 1008(a)) shall include:


 


(1)                                  a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto;


 


(2)                                  a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


(3)                                  a statement that, in the opinion of each such
individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and


 


(4)                                  a statement as to whether, in the opinion of
each such individual, such condition or covenant has been complied with.


 


SECTION 104.                                       Form
of Documents Delivered to Trustee. 
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or
more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.


 


Any certificate or opinion
of an officer of the Company may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous.   Any such certificate or opinion may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that
the information with respect to such factual matters is in the possession of
the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.


 


Where any Person is required
to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


SECTION 105.                                       Acts
of Holders.  (a)  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.


 


35





















 


(b)                                 The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof.  Where such execution is by a
signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of
authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner that the Trustee
deems sufficient.


 


(c)                                  The principal amount and serial numbers of
Notes held by any Person, and the date of holding the same, shall be proved by
the Note Register.


 


(d)                                 If the Company shall solicit from the Holders
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so.  Notwithstanding TIA Section 316(c), such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to
the first solicitation of Holders generally in connection therewith and not
later than the date such solicitation is completed.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of Outstanding
Notes have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that purpose
the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
eleven months after the record date.  Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Note shall bind every future Holder of the same Note and
the Holder of every Note issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Note.


 


SECTION 106.                                       Notices,
Etc., to Trustee, Company and Agent. 
Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,


 


(1)                                  the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing (which may be via facsimile) to or with the Trustee at The
Bank of New York, 101 Barclay Street, 8W, New York, New York, 10286, Attention:
Giovanni Barris, or


 


(2)                                  the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or delivered in writing and
mailed, first-class postage prepaid, or delivered by recognized overnight courier,
to the Company addressed to it at the address of its principal office specified
in the first paragraph, Attention: General Counsel, or at any other address
previously furnished in writing to the Trustee by the Company.


 


SECTION 107.                                       Notice
to Holders; Waiver.  Where this
Indenture provides for notice of any event to Holders by the Company or the
Trustee, such notice shall be sufficiently given (unless


 


36





















 


otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
his address as it appears in the Note Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. 
Notices given by publication shall be deemed given on the first date on
which publication is made and notices given by first-class mail, postage
prepaid, shall be deemed given five calendar days after mailing.


 


In case by reason of the
suspension of or irregularities in regular mail service or by reason of any
other cause, it shall be impracticable to mail notice of any event to Holders
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice for every
purpose hereunder.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


 


SECTION 108.                                       Effect
of Headings and Table of Contents. 
The Article and Section headings herein, the Table of Contents
and the reconciliation and tie between the TIA and this Indenture are for convenience
of reference only, are not intended to be considered a part hereof and shall
not affect the construction hereof.


 


SECTION 109.                                       Successors
and Assigns.  All agreements of the
Company in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this Indenture
will bind its successors.  All agreements
of each Guarantor, if any, in this Indenture will bind its successors.


 


SECTION 110.                                       Separability
Clause.  In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


SECTION 111.                                       Benefits
of Indenture.  Nothing in this
Indenture or in the Notes, express or implied, shall give to any Person, other
than the parties hereto, any Paying Agent, any Notes Registrar and their
successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.


 


SECTION 112.                                       Governing
Law.  This Indenture, the Notes and
any Guarantee shall be governed by and construed in accordance with the laws of
the State of New York.  This Indenture is
subject to the provisions of the Trust Indenture Act that are required to be
part of this Indenture and shall, to the extent applicable, be governed by such
provisions.


 


SECTION 113.                                       Legal
Holidays.  In any case where any
Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any
Note shall not be a Business Day, then (notwithstanding any other provision of
this Indenture or of the Notes) payment of principal (or premium, if any) or
interest need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Redemption Date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for purposes of such
payment for the period from and after such interest Payment Date, Redemption
Date, Stated Maturity or Maturity, as the case may be.


 


37





















 


SECTION 114.                                       No
Personal Liability of Directors, Officers, Employees and  Stockholders.  No director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, if any, of their parent
companies shall have any liability for any obligations of the Company or the
Guarantors, if any, under the Notes, the Guarantees, if any, or this Indenture
or for any claim based on, in respect of or by reason of such obligations or
their creation to the extent permitted by applicable law.  Each Holder by accepting a Note waives and releases
all such liability to the extent permitted by applicable law.  The waiver and release are part of the
consideration for issuance of the Notes.


 


SECTION 115.                                       Trust
Indenture Act Controls.  If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
provision required by the TIA shall control. 
If any provision of this Indenture modifies or excludes any provision of
the TIA that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or excluded, as the case may
be.


 


SECTION 116.                                       Counterparts.  This Indenture may be executed in any number
of counterparts, each of which shall be original; but such counterparts shall
together constitute but one and the same instrument.  One signed copy is enough to prove this Indenture.


 


ARTICLE TWO


 


NOTE FORMS


 


SECTION 201.                                       Form
and Dating.  Provisions relating to
the Initial Notes, the Private Exchange Notes and the Exchange Notes are set
forth in the Rule 144A/Regulation S/IAI Appendix attached hereto (the “Appendix”),
which is hereby incorporated in, and expressly made part of, this Indenture.  The Initial Notes and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit I
to the Appendix which is hereby incorporated in, and expressly made a part of,
this Indenture.  The Exchange Notes, the
Private Exchange Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A, which is hereby incorporated in and
expressly made a part of this Indenture. 
The Notes may have notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Company is subject, if any, or
usage (provided that any such notation, legend
or endorsement is in a form reasonably acceptable to the Company).  Each Note shall be dated the date of its
authentication.  The terms of the Note
set forth in the Appendix and Exhibit A are part of the terms of this Indenture.


 


SECTION 202.                                       Execution,
Authentication, Delivery and Dating. 
The Notes shall be executed on behalf of the Company by any two
Officers.  The signature of any Officer
on the Notes may be manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the
Notes.


 


Notes bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Notes or did not hold such offices at the date of such Notes.


 


At any time and from time to
time after the execution and delivery of this Indenture, the Company may
deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Notes, and the Trustee in accordance with such Company Order shall authenticate
and deliver such Notes.


 


38





















 


On the Issue Date, the
Company shall deliver the Initial Notes in the aggregate principal amount at
maturity of $416,000,000 (Accreted Value of $250,028,480 on the Issue Date)
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Notes, directing the
Trustee to authenticate the Notes and certifying that all conditions precedent
to the issuance of Notes contained herein have been fully complied with, and
the Trustee in accordance with such Company Order shall authenticate and deliver
such Initial Notes.  At any time and from
time to time after the Issue Date, the Company may deliver Additional Notes
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Additional Notes,
directing the Trustee to authenticate the Additional Notes and certifying that
the issuance of such Additional Notes is in compliance with Article Ten
hereof and that all other conditions precedent to the issuance of Notes contained
herein have been fully complied with, and the Trustee in accordance with such
Company Order shall authenticate and deliver such Additional Notes.  On Company Order, the Trustee shall
authenticate for original issue Exchange Notes for a like Accreted Value and
principal amount at maturity plus the aggregate Accreted Value and principal
amount at maturity of any Additional Notes issued; provided that
such Exchange Notes shall be issuable only upon the valid surrender for
cancellation of Initial Notes and any Additional Notes of a like aggregate
Accreted Value and principal amount at maturity in accordance with an Exchange
Offer pursuant to the Registration Rights Agreement and a Company Order for the
authentication and delivery of such Exchange Notes and certifying that all
conditions precedent to the issuance of such Exchange Notes are complied with
(including the effectiveness of the Exchange Offer Registration Statement
related thereto).  In each case, the
Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the
Company that it may reasonably require in connection with such authentication
of Notes.  Such Company Order shall specify
the amount of Notes to be authenticated and the date on which the original
issue of Notes is to be authenticated.


 


Each Note shall be dated the
date of its authentication.


 


No Note shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Note a certificate of authentication substantially
in the form provided for herein duly executed by the Trustee by manual
signature of an authorized officer, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.


 


In case the Company or any
Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated
or merged with or into any other Person or shall convey, transfer, lease or
otherwise dispose of its properties and assets substantially as an entirety to
any Person, and the successor Person resulting from such consolidation, or
surviving such merger, or into which the Company or such Guarantor, if any,
shall have been merged, or the Person which shall have received a conveyance,
transfer, lease or other disposition as aforesaid, shall have executed a
supplemental indenture hereto with the Trustee pursuant to Article Eight
of this Indenture, any of the Notes authenticated or delivered prior to such
consolidation, merger, conveyance, transfer, lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other Notes executed in the name of the successor Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Notes surrendered for such exchange and of like principal amount;
and the Trustee, upon Company Request of the successor Person, shall
authenticate and deliver Notes as specified in such request for the purpose of
such exchange.  If Notes shall at any
time be authenticated and delivered in any new name of a successor Person
pursuant to this Section in exchange or substitution for or upon registration
of transfer of any Notes, such successor Person, at the option of the Holders
but without expense to them, shall provide for the exchange of all Notes at the
time Outstanding for Notes authenticated and delivered in such new name.


 


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ARTICLE THREE


 


THE NOTES


 


SECTION 301.                                       Title
and Terms.  The aggregate principal
amount of Notes which may be authenticated and issued under this Indenture is
not limited; provided, however that
any Additional Notes issued under this Indenture are issued in accordance with
Sections 202 and 1011 hereof, as part of the same series as the Initial Notes.


 


The Notes shall be known and
designated as the “10 3/8% Senior Discount Notes Due 2014” of the
Company.  The Stated Maturity of the
Notes shall be November 1, 2014. 
The Notes have an initial Accreted Value of $601.03 per $1,000 principal
amount at Maturity.  Until November 1, 2009,
interest will accrue on the Notes at the rate of 10 3/8% per annum in the form
of an increase in the Accreted Value (representing amortization of original
issue discount) between the date of original issuance to but not including November 1,
2009, on a semi-annual basis using a 360-day year comprised of twelve 30-day
months, such that the Accreted Value shall be equal to the full principal
amount at maturity of the Notes on November 1, 2009 (the “Full Accretion
Date”).  Beginning on the Full Accretion
Date, cash interest on the Notes will accrue at the rate of 10 3/8% per annum
and will be payable semiannually on May 1 and November 1 of each year to
Holders of record at the close of business on the April 15 or October 15
(each a “Regular Record Date”) immediately preceding such interest payment
dates, commencing May 1, 2010.


 


The principal of (and
premium, if any), interest and Special Interest, if any, on the Notes shall be
payable at the office or agency of the Company maintained for such purpose in
The City and State of New York or, at the option of the Company, payment of
interest may be made by check mailed to the Holders of the Notes at their
respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any,
and interest and Special Interest, if any, with respect to Notes represented by
one or more permanent Global Notes registered in the name of or held by Depositary
or its nominee will be made by wire transfer of immediately available funds to
the accounts specified by the Holder or Holders thereof.  Until otherwise designated by the Company,
the Company’s office or agency in New York shall be the office of the Trustee
maintained for such purpose.


 


Holders shall have the right
to require the Company to purchase their Notes, in whole or in part, in the
event of a Change of Control pursuant to Section 1017.  The Notes shall be subject to repurchase pursuant
to an Offer to Purchase as provided in Section 1018.


 


The Notes shall be
redeemable as provided in Article Eleven.


 


SECTION 302.                                       Denominations.  The Notes shall be issuable only in
registered form without coupons and only in denominations of $1,000 principal
amount at maturity and any integral multiple thereof.


 


SECTION 303.                                       Temporary
Notes.  Pending the preparation of
definitive Notes, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Notes in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as conclusively evidenced by their execution of such Notes.


 


If temporary Notes are
issued, the Company will cause definitive Notes to be prepared without
unreasonable delay.  After the
preparation of definitive Notes, the temporary Notes shall be exchangeable


 


40





















 


for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 1002, without charge to
the Holder.  Upon surrender for
cancellation of any one or more temporary Notes, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as definitive
Notes.


 


SECTION 304.                                       Registration,
Registration of Transfer and Exchange. 
The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein
sometimes referred to as the “Note Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes.  The Note Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time.  At all reasonable times, the Note
Register shall be open to inspection by the Trustee.  The Trustee is hereby initially appointed as
note registrar (the “Note Registrar”) for the purpose of registering Notes and
transfers of Notes as herein provided.


 


Upon surrender for
registration of transfer of any Note at the office or agency of the Company
designated pursuant to Section 1002, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of any authorized denomination
or denominations of a like aggregate principal amount.


 


At the option of the Holder,
Notes may be exchanged for other Notes of any authorized denomination and of a
like aggregate principal amount, upon surrender of the Notes to be exchanged at
such office or agency.  Whenever any
Notes are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Notes which the Holder making the exchange
is entitled to receive; provided that
no exchange of Notes for Exchange Notes shall occur until an Exchange Offer
Registration Statement shall have been declared effective by the SEC, the
Trustee shall have received an Officers’ Certificate confirming that the
Exchange Offer Registration Statement has been declared effective by the SEC
and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled
by the Trustee.


 


All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Notes surrendered upon such registration of transfer or
exchange.


 


Every Note presented or
surrendered for registration of transfer or for exchange shall (if so required
by the Company or the Note Registrar) be duly endorsed, or be accompanied by
written instruments of transfer, in form satisfactory to the Company and the
Note Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.


 


No service charge shall be
made for any registration of transfer or exchange or redemption of Notes, but
the Company may require payment of a sum sufficient to cover any taxes, fees or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Notes, other than exchanges pursuant to
Sections 202, 303, 906, 1017, 1018, or 1108 not involving any transfer.


 


SECTION 305.                                       Mutilated,
Destroyed, Lost and Stolen Notes.  If
(1) any mutilated Note is surrendered to the Trustee, or (2) the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Note, and there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence


 


41





















 


of notice to the Company or the Trustee that such Note
has been acquired by a Protected Purchaser (as defined in Section 8-303 of
the Uniform Commercial Code) (a “Protected Purchaser”), the Company shall
execute and upon Company Order the Trustee shall authenticate and deliver, in
exchange for any such mutilated Note or in lieu of any such destroyed, lost or
stolen Note, a new Note of like tenor and principal amount, bearing a number
not contemporaneously outstanding.


 


In case any such mutilated,
destroyed, lost or stolen Note has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Note, pay such
Note.


 


Upon the issuance of any new
Note under this Section, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


Every new Note issued
pursuant to this Section in lieu of any mutilated, destroyed, lost or
stolen Note shall constitute an original additional contractual obligation of
the Company, whether or not the mutilated, destroyed, lost or stolen Note shall
be at any time enforceable by anyone, and shall be entitled to all benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.


 


The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.


 


SECTION 306.                                       Payment
of Interest; Interest Rights Preserved. 
(a)  Interest on any Note which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest at the office or agency of the Company maintained for
such purpose pursuant to Section 1002; provided, however, that, subject
to Section 301 hereof, each installment of interest may at the Company’s
option be paid by (1) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 307, to
the address of such Person as it appears in the Note Register or (2) transfer
to an account located in the United States maintained by the payee.


 


(b)                                 Any interest on any Note which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the Regular Record Date by
virtue of having been such Holder, and such defaulted interest and (to the
extent lawful) interest on such defaulted interest at the rate borne by the
Notes (such defaulted interest and interest thereon herein collectively called “Defaulted
Interest”) may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:


 


(1)                                  The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Notes (or their respective
Predecessor Notes) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner.  The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Note and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10


 


42





















 


days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly
notify the Company of such Special Record Date, and in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be given in the
manner provided for in Section 107, not less than 10 days prior to such
Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so given, such Defaulted Interest shall be paid to the
Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).


 


(2)                                  The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.


 


(c)                                  Subject to the foregoing provisions of this
Section, each Note delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Note.


 


SECTION 307.                                       Persons
Deemed Owners.  Prior to the due
presentment of a Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Note is registered as the owner of such Note for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Sections 304 and
306) interest on such Note and for all other purposes whatsoever, whether or
not such Note be overdue, and none of the Company, the Trustee or any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


SECTION 308.                                       Cancellation.  All Notes surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold, and all Notes so delivered
shall be promptly cancelled by the Trustee. 
If the Company shall so acquire any of the Notes, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation. 
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Notes held by
the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures unless by Company Order the Company shall direct that
cancelled Notes be returned to it.


 


SECTION 309.                                       Computation
of Interest.  Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


SECTION 310.                                       Transfer
and Exchange.  The Notes shall be
issued in registered form and shall be transferable only upon the surrender of
a Note for registration of transfer. 
When a Note is presented to the Notes Registrar or a co-registrar with a
request to register a transfer, the Notes Registrar shall register the transfer
as requested if the requirements of this Indenture and Section 8-401 (a)
of the Uniform Commercial Code are met. 
When Notes are presented to the Notes Registrar or a co-registrar with a
request to exchange them for an equal principal amount of Notes of other denominations,
the Notes Registrar shall make the exchange as requested if the same requirements
are met.


 


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SECTION 311.                                       CUSIP
Numbers.  The Company in issuing the
Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case,
if then generally in use) in addition to serial numbers, and, if so, the
Trustee shall use such “CUSIP” numbers, ISINs and “Common Code” numbers in
addition to serial numbers in notices of redemption, repurchase or other notices
to Holders as a convenience to Holders; provided that
any such notice may state that no representation is made as to the correctness
of such “CUSIP” numbers, ISINs and “Common Code” numbers either as printed on
the Notes or as contained in any notice of a redemption or repurchase and that
reliance may be placed only on the serial or other identification numbers
printed on the Notes, and any such redemption or repurchase shall not be
affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee
in writing of any change in the “CUSIP” numbers, ISINs and “Common Code”
numbers applicable to the Notes.


 


SECTION 312.                                       Issuance
of Additional Notes.  The Company
may, subject to Section 1011 of this Indenture, issue additional Notes
having identical terms and conditions to the Initial Notes issued on the Issue
Date (the “Additional Notes”).  The
Initial Notes issued on the Issue Date and any Additional Notes subsequently
issued shall be treated as a single class for all purposes under this
Indenture.  Exchange Notes issued in
exchange for Initial Notes issued on the Issue Date and Exchange Notes issued
for any Additional Notes subsequently issued shall be treated as a single class
for all purposes under this Indenture.


 


ARTICLE FOUR


 


SATISFACTION
AND DISCHARGE


 


SECTION 401.                                       Satisfaction
and Discharge of Indenture.  This
Indenture shall upon Company Request and at the Company’s expense cease to be
of further effect (except as set forth in the last paragraph of this Section and
as to surviving rights of registration of transfer or exchange of Notes
expressly provided for herein or pursuant hereto) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when:


 


(1)                                  either


 


(A)                              all Notes theretofore authenticated and
delivered (other than (i) Notes which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 305 and (ii) Notes
for whose payment money has theretofore been deposited in trust with the
Trustee or any Paying Agent or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or


 


(B)                                all such Notes not theretofore delivered to
the Trustee for cancellation,


 


(i)                                     have become due
and payable by reason of the making of a notice of redemption pursuant to Section 1105
or otherwise, or


 


(ii)                                  will become due and
payable at their Stated Maturity within one year, or


 


(iii)                               are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company,


 


44





















 


and the Company or any
Guarantor, if any, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient without consideration of any reinvestment of interest to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to
the Trustee for cancellation, for Accreted Value, premium, if any, and accrued
interest to the date of such deposit (in the case of Notes which have become due
and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


(2)                                  no Default (other than that resulting from
borrowing funds to be applied to make such deposit) with respect to this
Indenture or the Notes shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit and such deposit shall
not result in a breach or violation of, or constitute a default under the
Credit Facilities any other material agreement or instrument (other than the Indenture)
to which the Company is a party or by which the Company or any Guarantor, if
any,  is bound;


 


(3)                                  the Company has paid or caused to be paid all
sums payable by it under this Indenture;


 


(4)                                  the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of such Notes at the Stated Maturity or the Redemption Date,
as the case may be; and


 


(5)                                  the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein to the satisfaction and discharge of this Indenture
have been complied with.


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 607, the obligations of the Company to any Authenticating
Agent under Section 612 and, if money or Government Securities shall have
been deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.


 


SECTION 402.                                       Application
of Trust Money.  Subject to the
provisions of the last paragraph of Section 1003, all money or Government
Securities deposited with the Trustee pursuant to Section 401 shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money or Government Securities has
been deposited with the Trustee; but such money or Government Securities need
not be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with Section 401
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 401
until such time as the Trustee or Paying Agent is permitted to apply all such
money or Government Securities in accordance with Section 401; provided that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such


 


45





















 


Notes to receive such
payment from the money or Government Securities held by the Trustee or Paying
Agent.


 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.                                       Events
of Default.  “Event of Default”,
wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):


 


(1)                                  default in payment when due and payable, upon
redemption, acceleration or otherwise, of principal of, or premium, if any, on
the Notes issued under this Indenture;


 


(2)                                  default for 30 days or more in the payment
when due of interest on or with respect to the Notes issued under this Indenture;


 


(3)                                  failure by the Company to comply with its
obligations under Section 801;


 


(4)                                  failure by the Company to comply for 30 days
after notice by the Trustee or the holders of not less than 30% in principal
amount at maturity of the Notes then outstanding with any of its obligations
under Sections 1007, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016, 1017
(other than a failure to purchase Notes), or 1018 (other than a failure to
purchase Notes);


 


(5)                                  failure by the Company for 60 days after
receipt of written notice given by the Trustee or the Holders of not less than
30% in principal amount at maturity of the Notes then outstanding and issued
under this Indenture to comply with any of its other agreements contained in
this Indenture or the Notes;


 


(6)                                  default under any mortgage, indenture or
instrument under which there is issued or by which there is secured or
evidenced any Indebtedness for money borrowed by the Company or any Restricted
Subsidiary or the payment of which is guaranteed by the Company or any Restricted
Subsidiary, other than Indebtedness owed to the Company or a Restricted
Subsidiary, whether such Indebtedness or guarantee now exists or is created
after the issuance of the Notes, if both


 


(A)                              such default either results from the failure
to pay any such Indebtedness at its stated final maturity (after giving effect
to any applicable grace periods) or relates to an obligation other than the
obligation to pay principal of any such Indebtedness at its stated final
maturity and results in the holder or holders of such Indebtedness causing such
Indebtedness to become due prior to its stated maturity and


 


(B)                                the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness in default
for failure to pay principal at stated final maturity (after giving effect to
any applicable grace periods), or the maturity of which has been so
accelerated, aggregate $50.0 million or more at any one time outstanding;


 


(7)                                  failure by the Company or any Significant
Subsidiary to pay final judgments aggregating in excess of $50.0 million, which
final judgments remain unpaid, undischarged and unstayed for a period of more
than 60 days after such judgment becomes final, and in the event such


 


46





















 


judgment is covered by insurance, an enforcement proceeding has been
commenced by any creditor upon such judgment or decree which is not promptly
stayed; or


 


(8)                                  any of the following events with respect to
the Company or any Significant Subsidiary:


 


(A)                              the Company or any Significant Subsidiary
pursuant to or within the meaning of any Bankruptcy Law


 


(i)                                     commences a
voluntary case;


 


(ii)                                  consents to the entry
of an order for relief against it in an involuntary case;


 


(iii)                               consents to the
appointment of a custodian of it or for any substantial part of its property;


 


(iv)                              takes any comparable
action under any foreign laws relating to insolvency; or


 


(B)                                a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:


 


(i)                                     is for relief
against the Company or any Significant Subsidiary in an involuntary case;


 


(ii)                                  appoints a custodian
of the Company or any Significant Subsidiary or for any substantial part of its
property; or


 


(iii)                               orders the winding up or
liquidation of the Company or any Significant Subsidiary;


 


and the order or decree remains
unstayed and in effect for 60 days.


 


SECTION 502.                                       Acceleration
of Maturity; Rescission and Annulment. 
(a)  If any Event of Default
(other than an Event of Default specified in Section 501(8) above) occurs
and is continuing, then and in every such case the Trustee or the Holders of at
least 30% in principal amount at maturity of the Outstanding Notes issued under
this Indenture may declare the Accreted Value, premium, if any, interest and
any other monetary obligations on all the Outstanding Notes to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders).


 


(b)                                 Upon the effectiveness of such declaration,
such Accreted Value and interest will be due and payable immediately.  Notwithstanding the foregoing, if an Event of
Default specified in Section 501(8) above occurs and is continuing, then
the Accreted Value of principal and interest on all Outstanding Notes shall
ipso facto become and be immediately due and payable without any notice, declaration
or other act on the part of the Trustee or any Holder.


 


(c)                                  At any time after a declaration of
acceleration has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this
Article, the Holders of a majority in aggregate principal amount at maturity of
the Outstanding Notes,


 


47





















 


by written notice to the
Company and the Trustee, may rescind and annul such declaration and its consequences
if:


 


(1)                                  the
Company has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)                              all overdue interest on all Outstanding
Notes,


 


(B)                                all unpaid principal of (and premium, and
Special Interest, if any, on) any Outstanding Notes which has become due
otherwise than by such declaration of acceleration, and interest on such unpaid
principal at the rate borne by the Notes,


 


(C)                                to the extent that payment of such interest
is lawful, interest on overdue interest at the rate borne by the Notes, and


 


(D)                               all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and


 


(2)                                  Events of Default, other than the non-payment
of amounts of principal of (or premium, if any, on) or interest on Notes which
have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513.


 


No such rescission shall
affect any subsequent default or impair any right consequent thereon.


 


(d)                                 Notwithstanding the preceding paragraph, in
the event of any Event of Default specified in Section 501(6) above, such
Event of Default and all consequences thereof (excluding any resulting payment
default) shall be annulled, waived and rescinded, automatically and without any
action by the Trustee or the Holders, if within 20 days after such Event of Default
arose,


 


(1)                                  the Indebtedness or guarantee that is the
basis for such Event of Default has been discharged, or


 


(2)                                  the holders thereof have rescinded or waived
the acceleration, notice or action (as the case may be) giving rise to such
Event of Default, or


 


(3)                                  the default that is the basis for such Event
of Default has been cured.


 


SECTION 503.                                       Collection
of Indebtedness and Suits for Enforcement by Trustee.  The Company covenants that if:


 


(1)                                  default is made in the payment of any
installment of interest on any Note when such interest becomes due and payable
and such default continues for a period of 30 days, or


 


(2)                                  default is made in the payment of Accreted
Value of (or premium, or Special Interest, if any, on) any Note at the Maturity
thereof,


 


the Company will, upon
demand of the Trustee, pay to the Trustee for the benefit of the Holders of
such Notes, the whole amount then due and payable on such Notes for principal
(and premium, if any) and interest, and interest on any overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installment of interest, at the rate
borne by the Notes, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses


 


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of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


If the Company fails to pay
such amounts forthwith upon such demand, the Trustee, in its own name as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company, any
Guarantor or any other obligor upon the Notes and collect the moneys adjudged
or decreed to be payable in the manner provided by law out of the property of
the Company, any Guarantor or any other obligor upon the Notes, wherever
situated.


 


If an Event of Default
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders under this Indenture by
such appropriate judicial proceedings as the Trustee shall deem necessary to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.


 


SECTION 504.                                       Trustee
May File Proofs of Claim.  In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Notes or the property of the Company
or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal, premium, if any, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,


 


(1)                                  to file and prove a claim for the whole
amount of Accreted Value (and premium, if any) and interest owing and unpaid in
respect of the Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and


 


(2)                                  to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.


 


Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


SECTION 505.                                       Trustee
May Enforce Claims Without Possession of Notes.  All rights of action and claims under this
Indenture or the Notes may be prosecuted and enforced by the Trustee without
the possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,


 


49





















 


expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders in respect of
which such judgment has been recovered.


 


SECTION 506.                                       Application
of Money Collected.  Any money or
property collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Notes and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST:  To
the payment of all amounts due the Trustee under Section 607;


 


SECOND:  To
the payment of the amounts then due and unpaid for principal of (and premium,
if any) and interest on the Notes in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Notes for principal
(and premium, if any) and interest, respectively; and


 


THIRD:  The
balance, if any, to the Company or as a court of competent jurisdiction may
direct in writing; provided that
all sums due and owing to the Holders and the Trustee have been paid in full as
required by this Indenture.


 


SECTION 507.                                       Limitation
on Suits.  No Holder of any Notes
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:


 


(1)                                  such Holder has previously given the Trustee
notice that an Event of Default is continuing;


 


(2)                                  Holders of at least 30% in principal amount
at maturity of the outstanding Notes have requested the Trustee to pursue the
remedy;


 


(3)                                  such Holders have offered the Trustee
reasonable security or indemnity reasonably satisfactory to it against any
loss, liability or expense;


 


(4)                                  the Trustee has not complied with such
request within 60 days after the receipt thereof and the offer of security or indemnity;
and


 


(5)                                  Holders of a majority in principal amount at
maturity of the outstanding Notes have not given the Trustee a direction
inconsistent with such request within such 60-day period,


 


it being understood and
intended that no one or more Holders shall have any right in any manner whatever
by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holders, or to obtain or to seek
to obtain priority or preference over any other Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all the Holders (it being further understood that the
Trustee does not have an affirmative duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such Holders).


 


SECTION 508.                                       Unconditional
Right of Holders to Receive Accreted Value, Premium  and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right, which is absolute and unconditional,
to receive payment, as provided herein (including, if applicable, Article Eleven)
and in such Note of the Accreted Value of (and premium, if any) and (subject to


 


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Section 306)
interest on such Note on the respective Stated Maturities expressed in such
Note (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment on or after such respective dates,
and such rights shall not be impaired without the consent of such Holder.


 


SECTION 509.                                       Restoration
of Rights and Remedies.  If the
Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding,
the Company, any other obligor of the Notes, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.


 


SECTION 510.                                       Rights
and Remedies Cumulative.  Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in the last paragraph of Section 305, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


SECTION 511.                                       Delay
or Omission Not Waiver.  No delay or
omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.


 


SECTION 512.                                       Control
by Holders.  The Holders of not less
than a majority in principal amount at maturity of the Outstanding Notes shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, provided that:


 


(1)                                  such direction shall not be in conflict with
any rule of law or with this Indenture,


 


(2)                                  subject to Section 315 of the Trust
Indenture Act, the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and


 


(3)                                  the Trustee need not take any action which
might involve it in personal liability or be unjustly prejudicial to the
Holders not consenting.


 


SECTION 513.                                       Waiver
of Past Defaults.  Subject to
Sections 508 and 902, the Holders of not less than a majority in principal
amount at maturity of the Outstanding Notes may on behalf of the Holders of all
such Notes waive any past Default hereunder and its consequences, except a
continuing Default or Event of Default (1) in respect of the payment of
interest on, premium, if any, or the Accreted Value of any such Note held by a
non-consenting Holder, or (2) in respect of a covenant or provision hereof
which under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Note affected.


 


Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture, but no such
waiver


 


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shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.


 


SECTION 514.                                       Waiver
of Stay or Extension Laws.  Each of
the Company and any other obligor on the Notes covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and each of the
Company and any other obligor on the Notes (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


 


ARTICLE SIX


 


THE TRUSTEE


 


SECTION 601.                                       Duties
of the Trustee.  (a)  Except during the continuance of a Default or
an Event of Default,


 


(1)                                  the Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee; and


 


(2)                                  in the absence of bad faith or willful
misconduct on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture; but in the case of any such certificates or opinions
specifically required by any provision hereof to be provided to it, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture, but not to verify the contents
thereof.


 


(b)                                 If a Default or an Event of Default has
occurred and is continuing of which a Responsible Officer of the Trustee has
actual knowledge or of which written notice of such Default or Event of Default
shall have been given to the Trustee by the Company, any other obligor of the
Notes or by any Holder, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent Person would exercise or use under the circumstances
in the conduct of such Person’s own affairs.


 


(c)                                  No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that


 


(1)                                  this paragraph (c) shall not be construed to
limit the effect of paragraph (a) of this Section;


 


(2)                                  the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts;


 


(3)                                  the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in aggregate


 


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principal amount of the Outstanding Notes relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture; and


 


(4)                                  no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


(d)                                 Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


 


SECTION 602.                                       Notice
of Defaults.  Within 30 days after
the earlier of receipt from the Company of notice of the occurrence of any
Default or Event of Default hereunder or the date when such Default or Event of
Default becomes known to the Trustee, the Trustee shall transmit, in the manner
and to the extent provided in TIA Section 313(c), notice of such Default
or Event of Default hereunder known to the Trustee, unless such Default or
Event of Default shall have been cured or waived; provided, however, that, except
in the case of a Default or Event of Default in the payment of the principal of
(or premium, if any, on) or interest on any Note, the Trustee shall be
protected in withholding such notice if and so long as a trust committee of
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders.


 


SECTION 603.                                       Certain
Rights of Trustee.  Subject to the
provisions of TIA Sections 315(a) through 315(d):


 


(1)                                  the Trustee may conclusively rely and shall
be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document (whether in original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper
party or parties;


 


(2)                                  any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;


 


(3)                                  whenever in the administration of this
Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers’ Certificate;


 


(4)                                  the Trustee may consult with counsel of its
own selection and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
advice or opinion of such counsel;


 


(5)                                  the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture, unless
such Holders shall have offered to the Trustee reasonable security or indemnity


 


53





















 


satisfactory to it against the costs, expenses, losses and liabilities
which might be incurred by it in compliance with such request or direction;


 


(6)                                  the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the expense of the Company and shall incur no liability
of any kind by reason of such inquiry or investigation;


 


(7)                                  the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;


 


(8)                                  the Trustee shall not be liable for any
action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture; provided, however, that the Trustee’s conduct does not constitute willful
misconduct or negligence.


 


(9)                                  the rights, privileges, protections,
immunities and benefits given to the Trustee, including its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;


 


(10)                            the Trustee may request that the Company deliver an Officers’
Certificate substantially in the Form of Exhibit C hereto setting forth the
names of individuals or titles of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officers’ Certificate may
be signed by any person authorized to sign an Officers’ Certificate, including
any person specified as so authorized in any such certificate previously
delivered and not superseded; and


 


(11)                            in no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including,
but not limited to, loss of profit) irrespective of whether the Trustee has
been advised of the likelihood of such loss or damage and regardless of the
form of action.


 


SECTION 604.                                       Trustee
Not Responsible for Recitals or Issuance of Notes.  The recitals contained herein and in the
Notes, except for the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes, except that the Trustee represents that it is duly authorized to execute
and deliver this Indenture, authenticate the Notes and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on
Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein.  The
Trustee shall not be accountable for the use or application by the Company of
Notes or the proceeds thereof.


 


SECTION 605.                                       May
Hold Notes.  The Trustee, any Paying
Agent, any Note Registrar or any other agent of the Company or of the Trustee,
in its individual or any other capacity, may become


 


54





















 


the owner or pledgee of Notes and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not the Trustee, Paying Agent, Note Registrar
or such other agent; provided, however, that, if it
acquires any conflicting interest, it must eliminate such conflict within 90
days, apply to the SEC for permission to continue or resign.


 


SECTION 606.                                       Money
Held in Trust.  Money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law.  The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.


 


SECTION 607.                                       Compensation
and Reimbursement.  The Company
agrees:


 


(1)                                  to pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee
for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust);


 


(2)                                  except as otherwise expressly provided
herein, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as shall be determined to have been caused by its own
negligence or willful misconduct; and


 


(3)                                  to indemnify the Trustee and any predecessor
Trustee for, and to hold it harmless against, any and all loss, liability,
claim, damage or expense, including taxes (other than the taxes based on the income
of the Trustee), incurred without negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim
regardless of whether the claim is asserted by the Company, a Guarantor, if
any, a Holder or any other Person or liability in connection with the exercise
or performance of any of its powers or duties hereunder.


 


The obligations of the
Company under this Section to compensate the Trustee, to pay or reimburse
the Trustee for expenses, disbursements and advances and to indemnify and hold
harmless the Trustee shall constitute additional indebtedness hereunder and
shall survive the satisfaction and discharge of this Indenture and resignation
or removal of the Trustee.  As security
for the performance of such obligations of the Company, the Trustee shall have
a claim prior to the Notes upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of
(and premium, if any) or interest on particular Notes.


 


When the Trustee incurs
expenses or renders services in connection with an Event of Default specified
in Section 501(8), the expenses (including the reasonable charges and
expenses of its counsel) of and the compensation for such services are intended
to constitute expenses of administration under any applicable Bankruptcy Law.


 


The provisions of this Section shall
survive the termination of this Indenture.


 


SECTION 608.                                       Corporate
Trustee Required; Eligibility.  There
shall be at all times a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of Federal, State, territorial or District of Columbia


 


55





















 


supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


SECTION 609.                                       Resignation
and Removal; Appointment of Successor. 
(a)  No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 610.


 


(b)                                 The Trustee may resign at any time by giving
written notice thereof to the Company. 
Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument executed by authority of the
Board of Directors, a copy of which shall be delivered to the resigning Trustee
and a copy to the successor Trustee.  If
the instrument of acceptance by a successor Trustee required by Section 610
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a successor
Trustee.


 


(c)                                  The Trustee may be removed at any time by Act
of the Holders of not less than a majority in principal amount of the
Outstanding Notes, delivered to the Trustee and to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 610 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee.


 


(d)                                 The Trustee shall comply with TIA Section 310(b);
provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1)
any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(1) are
met.


 


(e)                                  If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee.  If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Notes delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Note for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.


 


(f)                                    The Company shall give notice of each
resignation and each removal of the Trustee and each appointment of a successor
Trustee to the Holders in the manner provided for in Section 107.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


 


SECTION 610.                                       Acceptance
of Appointment by Successor. 
(a)  Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance,


 


56





















 


shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder. 
Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.


 


(b)                                 No successor Trustee shall accept its
appointment unless at the time of such acceptance such successor Trustee shall
be qualified and eligible under this Article.


 


SECTION 611.                                       Merger,
Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Notes shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.  In case at
that time any of the Notes shall not have been authenticated, any successor
Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee.  In all such cases such certificates shall
have the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee shall have; provided, however, that the right
to adopt the certificate of authentication of any predecessor Trustee or to
authenticate Notes in the name of any predecessor Trustee shall apply only to
its successor or successors by merger, conversion or consolidation.


 


SECTION 612.                                       Appointment
of Authenticating Agent.  At any time
when any of the Notes remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to the Notes which shall be
authorized to act on behalf of the Trustee to authenticate Notes and the
Trustee shall give written notice of such appointment to all Holders of Notes
with respect to which such Authenticating Agent will serve, in the manner
provided for in Section 107.  Notes
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, and a copy of such instrument shall be promptly furnished to the
Company.  Wherever reference is made in
this Indenture to the authentication and delivery of Notes by the Trustee or
the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by
an Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or state authority.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect specified in this Section.


 


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Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such
corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the
Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give written notice of such appointment to all Holders
of Notes, in the manner provided for in Section 107.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


The Company agrees to pay to
each Authenticating Agent from time to time such compensation for its services
under this Section as shall be agreed in writing between the Company and
such Authenticating Agent.


 


If an appointment is made
pursuant to this Section, the Notes may have endorsed thereon, in addition to
the Trustee’s certificate of authentication, an alternate certificate of authentication
in the following form:


 


This is one of the Notes
designated therein referred to in the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  as
  Authenticating Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  as
  Authorized Agent

  



 


ARTICLE SEVEN


 


HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION 701.                                       Company
to Furnish Trustee Names and Addresses. 
The Company will furnish or cause to be furnished to the Trustee:


 


(1)                                  semiannually, not more than 10 days after
each Regular Record Date, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such Regular Record
Date; and


 


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(2)                                  at such other times as the Trustee may
reasonably request in writing, within 30 days after receipt by the Company of
any such request, a list of similar form and content to that in clause (1)
hereof as of a date not more than 15 days prior to the time such list is
furnished;


 


provided, however, that if and so long as the Trustee shall be the Note
Registrar, no such list need be furnished.


 


SECTION 702.                                       Disclosure
of Names and Addresses of Holders. 
Every Holder of Notes, by receiving and holding the same, agrees with
the Company and the Trustee that none of the Company or the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Holders in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).


 


SECTION 703.                                       Reports
by Trustee.  Within 60 days after May
15 of each year commencing with the first May 15 after the Issue Date, the
Trustee shall transmit to the Holders of Notes (with a copy to the Company at
the address specified in Section 106), in the manner and to the extent provided
in TIA Section 313(c), a brief report dated as of such May 15 that complies
with TIA Section 313(a).  The Trustee
also shall comply with TIA Section 313(b).


 


ARTICLE
EIGHT


 


MERGER, CONSOLIDATION OR
SALE OF ALL OR

SUBSTANTIALLY ALL ASSETS


 


SECTION 801.                                       Company
May Consolidate, Etc., Only on Certain Terms.  (a) 
The Company may not consolidate or merge with or into or wind up into
(whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to any Person unless:


 


(1)                                  the Company is the surviving corporation or
the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, lease, conveyance
or other disposition will have been made is a corporation organized or existing
under the laws of the United States, any state thereof, the District of
Columbia, or any territory thereof (such Person, as the case may be, being
herein called the “Successor Company”);


 


(2)                                  the Successor Company, if other than the
Company, expressly assumes all the obligations of the Company under this
Indenture and the Notes pursuant to supplemental indentures or other documents
or instruments in form reasonably satisfactory to the Trustee;


 


(3)                                  immediately after such transaction no Default
or Event of Default exists;


 


(4)                                  immediately after giving pro forma
effect to such transaction, as if such transaction had occurred at the
beginning of the applicable four-quarter period,


 


(A)                              the Successor Company would be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Debt to
Adjusted EBITDA Ratio test set forth in clause (i) of Section 1011(a) or


 


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(B)                                the
Debt to Adjusted EBITDA Ratio for the Successor Company and the Restricted
Subsidiaries would be less than such ratio for the Company and the Restricted
Subsidiaries immediately prior to such transaction; and


 


(5)                                  the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indentures,
if any, comply with this Indenture.


 


(b)                                 The Successor Company shall succeed to, and
be substituted for the Company under this Indenture and the Notes.  Notwithstanding clauses (a)(3) and (a)(4)
above,


 


(1)                                  any Restricted Subsidiary may consolidate
with, merge into or transfer all or part of its properties and assets to the
Company and


 


(2)                                  the Company may merge with an Affiliate of
the Company solely for the purpose of reincorporating the Company in another
State of the United States so long as the amount of Indebtedness of the Company
and the Restricted Subsidiaries is not increased thereby.


 


SECTION 802.                                       Successor
Substituted.  Upon any consolidation
or merger, or any sale, assignment, conveyance, transfer, lease or disposition
of all or substantially all of the assets, of the Company in accordance with
Section 801 hereof, the successor Person formed by such consolidation or into
which the Company is merged or the successor Person to which such sale,
assignment, conveyance, transfer, lease or disposition is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein. 
When a successor Person assumes all obligations of its predecessor
hereunder and under the Notes, such predecessor shall be released from all
obligations; provided that in the event of a
transfer or lease, the predecessor shall not be released from the payment of
Accreted Value and interest or other obligations on the Notes.


 


ARTICLE NINE


 


SUPPLEMENTAL
INDENTURES


 


SECTION 901.                                       Amendments
or Supplements Without Consent of Holders. 
Without the consent of any Holders, the Company, when authorized by a
Board Resolution of its Board of Directors, and the Trustee, at any time and
from time to time, may amend or supplement this Indenture or the Notes, in form
satisfactory to the Trustee, for any of the following purposes:


 


(1)                                  to cure any ambiguity, omission, defect or
inconsistency;


 


(2)                                  to provide for uncertificated Notes in
addition to or in place of certificated Notes;


 


(3)                                  to comply with Article Eight hereof;


 


(4)                                  to provide for the assumption of the
Company’s or any Guarantor’s obligations to Holders;


 


(5)                                  to make any change that would provide any
additional rights or benefits to the Holders or that does not adversely affect
the legal rights under this Indenture of any such Holder;


 


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(6)                                  to add covenants for the benefit of the
Holders or to surrender any right or power conferred in this Indenture upon the
Company or any Guarantor;


 


(7)                                  to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the Trust
Indenture Act;


 


(8)                                  to evidence and provide for the acceptance
and appointment under this Indenture of a successor Trustee pursuant to the
requirements of Sections 609 and 610 hereof;


 


(9)                                  to provide for the issuance of Exchange Notes
or private exchange notes which are identical to Exchange Notes except that
they are not freely transferable;


 


(10)                            to add a Guarantor under this Indenture;


 


(11)                            to conform the text of this Indenture or the
Notes to any provision of the “Description of the Notes” section of the
Offering Memorandum to the extent that such provision in the “Description of
the Notes” was intended to be a verbatim recitation of a provision of this Indenture
or the Notes; or


 


(12)                            to make any amendment to the provisions of
this Indenture relating to the transfer and legending of Notes; provided, however, that (A) compliance with this Indenture as so amended would
not result in Notes being transferred in violation of the Securities Act or any
applicable securities law and (B) such amendment does not materially and
adversely affect the rights of Holders to transfer Notes.


 


SECTION 902.                                       Amendments,
Supplements or Waivers with Consent of Holders.  With the consent of the Holders of not less
than a majority in aggregate principal amount at maturity of the Outstanding
Notes, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution of its Board of Directors, and
the Trustee may amend or supplement this Indenture or the Notes for the purpose
of adding any provisions hereto or thereto, changing in any manner or
eliminating any of the provisions or of modifying in any manner the rights of
the Holders hereunder or thereunder (including consents obtained in connection
with a purchase of, or tender offer or Exchange Offer for, the Notes) and any
existing Default, Event of Default or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of not
less than a majority in aggregate principal amount at maturity of the
Outstanding Notes, other than Notes beneficially owned by the Company or its
Affiliates (including consents obtained in connection with a purchase of or
tender offer or exchange offer for Notes); provided, however, that no such
amendment, supplement or waiver shall, without the consent of the Holder of
each Outstanding Note affected thereby:


 


(1)                                  reduce the principal amount at maturity of
Notes whose Holders must consent to an amendment, supplement or waiver,


 


(2)                                  reduce the Accreted Value of or change the
Maturity of any such Note or alter or waive the provisions with respect to the
redemption of the Notes (other than Sections 1017 and 1018),


 


(3)                                  reduce the rate of or change the time for
payment of interest on any Note,


 


(4)                                  waive a Default or Event of Default in the
payment of principal or Accreted Value of or premium, if any, or interest on
the Notes issued under this Indenture, except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal


 


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amount
at maturity of the Notes and a waiver of the payment default that resulted from
such acceleration, or in respect of a covenant or provision contained in this
Indenture or any guarantee which cannot be amended or modified without the
consent of all Holders,


 


(5)                                  make any Note payable in money other than
that stated in the Notes,


 


(6)                                  make any change in Section 513 or the rights
of Holders to receive payments of principal or Accreted Value of or premium, if
any, or interest on the Notes,


 


(7)                                  make any change in these amendment and waiver
provisions,


 


(8)                                  impair the right of any Holder to receive
payment of principal or Accreted Value of or interest on such Holder’s Notes on
or after the due dates therefor or to institute suit for the enforcement of any
payment on or with respect to such Holder’s Notes, or


 


(9)                                  change the method of calculation of Accreted
Value except as provided in this Indenture.


 


SECTION 903.                                       Execution
of Amendments, Supplements or Waivers. 
In executing, or accepting the additional trusts created by, any
amendment, supplement or waiver permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be provided
with, and shall be fully protected in relying upon, an Officers’ Certificate
and Opinion of Counsel stating that the execution of such amendment, supplement
or waiver is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such amendment, supplement or waiver which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


SECTION 904.                                       Effect
of Amendments, Supplements or Waivers. 
Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such amendment,
supplement or waiver shall form a part of this Indenture for all purposes; and
every Holder of Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


SECTION 905.                                       Compliance
with Trust Indenture Act.  Every
supplemental indenture executed pursuant to the Article shall comply with the
requirements of the Trust Indenture Act as then in effect.


 


SECTION 906.                                       Reference
in Notes to Supplemental Indentures. 
Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. 
If the Company shall so determine, new Notes so modified as to conform,
in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Notes.


 


SECTION 907.                                       Notice
of Supplemental Indentures.  Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Company shall give notice
thereof to the Holders of each Outstanding Note affected, in the manner
provided for in Section 107, setting forth in general terms the substance of
such supplemental indenture.


 


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ARTICLE TEN


 


COVENANTS


 


SECTION 1001.                                 Payment
of Principal, Premium, if any, and Interest.  The Company covenants and agrees for the
benefit of the Holders that it will duly and punctually pay the principal or
Accreted Value of (and premium, if any) and interest and Special Interest, if
any, on the Notes in accordance with the terms of the Notes and this Indenture.


 


The Company shall pay interest on overdue principal
at the rate specified therefor in the Notes, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.


 


SECTION 1002.                                 Maintenance
of Office or Agency.  The Company
will maintain in The City of New York, an office or agency where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served.  The designated office of the Trustee shall be
such office or agency of the Company, unless the Company shall designate and
maintain some other office or agency for one or more of such purposes.  The Company will give prompt written notice
to the Trustee of any change in the location of any such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


 


The Company may also from time to time designate one
or more other offices or agencies (in or outside of The City of New York) where
the Notes may be presented or surrendered for any or all such purposes and may
from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in The City of New York for such
purposes.  The Company will give prompt
written notice to the Trustee of any such designation or rescission and any
change in the location of any such other office or agency.


 


SECTION 1003.                                 Money
for Notes Payments to Be Held in Trust. 
If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (or premium, if any) or Special
Interest, if any, or interest on any of the Notes, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
of (or premium, if any) or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company shall have one or more Paying
Agents for the Notes, it will, on or before each due date of the principal or
Accreted Value of (or premium, if any) or interest on any Notes, deposit with a
Paying Agent a sum sufficient to pay the principal or Accreted Value (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal or Accreted Value,
premium or interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of such action or any failure so to act.


 


The Company will cause each Paying Agent (other than
the Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will:


 


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(1)                                  hold all sums held by it for the payment of
the principal or Accreted Value of (and premium, if any) or interest on Notes
in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein provided;


 


(2)                                  give the Trustee notice of any Default by the
Company (or any other obligor upon the Notes) in the making of any payment of
principal or Accreted Value (and premium, if any) or interest; and


 


(3)                                  at any time during the continuance of any
such Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.


 


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such sums.


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
or Accreted Value of (or premium, if any) or interest on any Note and remaining
unclaimed for two years after such principal or Accreted Value, premium or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as Trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.


 


SECTION 1004.                                 Corporate
Existence.  Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect the corporate existence and that of each
Restricted Subsidiary and the corporate rights (charter and statutory) and
franchises of the Company and each Restricted Subsidiary; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries as
a whole.


 


SECTION 1005.                                 Payment
of Taxes and Other Claims.  The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary and (2) all lawful claims
for labor, materials and supplies, which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which appropriate reserves, if necessary (in the good faith
judgment of management of the Company) are being maintained in accordance with
GAAP.


 


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SECTION 1006.                                 Maintenance
of Properties.  The Company will
cause all properties owned by the Company or any Restricted Subsidiary or used
or held for use in the conduct of its business or the business of any
Restricted Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing
in this Section shall prevent the Company from discontinuing the maintenance of
any of such properties if such discontinuance is, in the judgment of the
Company, desirable in the conduct of its business or the business of any Restricted
Subsidiary.


 


SECTION 1007.                                 Maintenance
of Insurance.  (a)  The Company and each Restricted Subsidiary
shall obtain, maintain and keep in full force and effect at all times (1) with
respect to each Satellite to be launched by the Company or any Restricted
Subsidiary, launch insurance with respect to each such Satellite covering the
launch of such Satellite and a period thereafter, but only to the extent, if at
all, and on such terms (including period, exclusions, limitations on coverage
and coverage amount) as is determined by the Board of Directors of the Company
to be in the best interests of the Company and evidenced by a Board Resolution
delivered to the Trustee, (2) with respect to each Satellite it currently owns
or has risk of loss for, other than any Excluded Satellite or any In-orbit
Spare Satellite (but only to the extent that such In-orbit Spare Satellite is
not expected or intended, in the good faith determination of the Board of
Directors of the Company and evidenced by a Board Resolution delivered to the
Trustee, to earn revenues in excess of $25.0 million for the immediately
succeeding twelve calendar months), In-Orbit Insurance in an amount based on a
percentage of the book value of such Satellite as specified in clause (B) of
the proviso below and (3) at all times subsequent to the coverage period of the
launch insurance described in clause (1) above, if any, or if launch insurance
is not procured, at all times subsequent to the initial completion of in-orbit
testing, in each case other than in the case of any such Satellite that is an
Excluded Satellite or an In-orbit Spare Satellite (but only to the extent that
such In-orbit Spare Satellite is not expected or intended, in the good faith
determination of the Board of Directors of the Company and evidenced by a Board
Resolution delivered to the Trustee, to earn revenues in excess of $25.0
million for the immediately succeeding twelve calendar months), In-Orbit Insurance
in an amount as provided for in clause (2) above; provided, however, that at any
time with respect to a Satellite that the Company or any Restricted Subsidiary
owns or has risk of loss for,


 


(A)                              the Company and each Restricted Subsidiary
may at its option in lieu of procuring or maintaining the In-Orbit Insurance
described in clauses (2) and (3) above elect to provide an In-orbit Spare
Satellite for one or more Satellites (or the C-band or Ku-band payloads separately
on a hybrid C/Ku-band Satellite, provided both
payloads on such Satellite are protected by In-orbit Spare Satellites or by
In-Orbit Insurance in accordance with this Section 1007); provided that


 


(i)                                     no more than two Satellites (or the C-band or
Ku-band payloads separately on a hybrid C/Ku-band Satellite that is protected
by an In-orbit Spare Satellite) protected by the same In-orbit Spare Satellite
may, at any time, each be subject to a partial loss that has resulted in the
reduction of commercially usable transponders on the Satellite (or on the
C-band or Ku-band payloads separately on a hybrid C/Ku-band satellite that is
protected by an In-orbit Spare Satellite) exceeding 37.5% of each such
Satellite’s (or such C-band or Ku-band payload’s) total number of commercially
usable transponders; provided, however, that up to
three Satellites (or the C-band or Ku-band payloads separately on a hybrid
C/Ku-band Satellite that is protected by an In-orbit Spare Satellite) protected
by the same In-orbit Spare Satellite may, at any time, each be subject to a partial
loss that has resulted in the reduction of commercially usable transponders on
the


 


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Satellite (or on the C-band or Ku-band payloads separately on a hybrid
C/Ku-band Satellite that is protected by an In-orbit Spare Satellite) exceeding
37.5% of each such Satellite’s (or such C-band or Ku-band payload’s) total
number of commercially usable transponders if such In-orbit Spare Satellite is
at such time functioning as an In-orbit Spare Satellite for six Satellites and
the Company or the applicable Restricted Subsidiary shall maintain or procure
within 120 days In-Orbit Insurance complying with the provisions of clause (2)
or (3) above, as applicable, on the three Satellites not subject to such partial
loss; and


 


(ii)                                  at no single time shall any Satellite act as
an In-orbit Spare Satellite for more than six Satellites and in no event shall
such Satellites be within a geostationary orbital arc of greater than 60
contiguous degrees of longitude; and


 


(B)                                the Company shall not be required to maintain
In-Orbit Insurance in excess of 33% of the aggregate book value of all
Satellites insured pursuant to clause (1) above (but included in such
calculation only to the extent such Satellite has successfully completed its
in-orbit testing phase) and otherwise required to be insured pursuant to
clauses (2) and (3) above (it being understood that any Satellite protected by
an In-orbit Spare Satellite shall be deemed to be insured for 100% of its book
value) (with the allocation of such insurance among such Satellites being in
the Company’s discretion).  In the event
of any loss, damage or failure affecting a Satellite insured pursuant to
clauses (1), (2) or (3) above or the expiration and non-renewal of an insurance
policy for such a Satellite resulting from a claim of loss under such policy
causes a failure to comply with this clause (B), the Company shall be deemed to
be in compliance with this clause (B) for the 120 days immediately following
such loss, damage or failure or policy expiration, provided that
the Company procures such insurance or In-orbit Spare Satellite as necessary to
comply with this clause (B) within such 120 day period.


 


(b)                                 The insurance policies required by the
foregoing paragraph (a) shall


 


(1)                                  contain no exclusions other than:


 


(A)                              Acceptable Exclusions and such other
exclusions or limitations of coverage as may be applicable to all Satellites of
the same model or relating to systemic anomalies as are then customary in the
Satellite insurance market; and


 


(B)                                such specific exclusions applicable to the
performance of the Satellite being insured as are reasonably accepted by the
Board of Directors of the Company in order to obtain insurance for a price that
is, and on other terms and conditions that are, commercially reasonable; and


 


(2)                                  provide coverage for all risks of loss of and
damage to the Satellite including for partial loss, constructive total loss and
total loss.  The insurance required by
this Section 1007 shall name the Company or the applicable Restricted
Subsidiary as the named insured.


 


(c)                                  In the event of the unavailability of an
In-orbit Spare Satellite for any reason, the Company shall, subject to clause
(B) of the proviso to paragraph (a) above, within 120 days of such loss or
unavailability, be required to have in effect In-Orbit Insurance complying with
clauses (2) or (3) of paragraph (a) above, as applicable, with respect to all
Satellites that the In-orbit Spare Satellite was intended to protect so long as
an In-orbit Spare Satellite is unavailable, provided that
the Company and its Restricted Subsidiaries shall be considered in compliance
with this Section 1007 for the 120 days immediately following such loss or
unavailability, as the case may be.


 


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(d)                                 In the event that the Company or its
Restricted Subsidiaries receive proceeds from any Satellite insurance covering
any Satellite owned by the Company or any of its Restricted Subsidiaries, or in
the event that the Company or any of its Restricted Subsidiaries receives
proceeds from any insurance maintained for it by any Satellite manufacturer or
any launch provider covering any of such Satellites (the event resulting in the
payment of such proceeds, an “Event of Loss”), all Event of Loss Proceeds in
respect of such Event of Loss shall be applied in the manner provided for in
Section 1018(b).


 


SECTION 1008.                                 Statement
by Officers as to Default.  (a)  The Company will deliver to the Trustee
within 120 days after the end of each fiscal year, an Officers’ Certificate
stating that a review of the activities of the Company and its Restricted
Subsidiaries during the preceding quarter or the preceding fiscal year, as the
case may be, has been made under the supervision of the signing officers with a
view to determining whether it has kept, observed, performed and fulfilled, and
has caused each of its Restricted Subsidiaries to keep, observe, perform and
fulfill its obligations under this Indenture and further stating, as to each
such officer signing such certificate, that, to the best of his or her
knowledge, the Company during such preceding quarter or the preceding fiscal
year, as the case may be, has kept, observed, performed and fulfilled, and has
caused each of its Restricted Subsidiaries to keep, observe, perform and
fulfill each and every such covenant contained in this Indenture and no Default
or Event of Default occurred during such quarter or year, as the case may be,
and at the date of such certificate there is no Default or Event of Default
which has occurred and is continuing or, if such signers do know of such Default
or Event of Default, the certificate shall describe its status, with
particularity and that, to the best of his or her knowledge, no event has
occurred and remains by reason of which payments on the account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action each is taking or proposes
to take with respect thereto.  The
Officers’ Certificate shall also notify the Trustee should the Company elect to
change the manner in which it fixes its fiscal year-end.  For purposes of this Section 1008(a), such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


(b)                                 (1) When any Default or Event of Default has
occurred and is continuing under this Indenture, or (2) if the trustee for or
the holder of any other evidence of Indebtedness of the Company or any Restricted
Subsidiary gives any notice or takes any other action with respect to a claimed
default (other than with respect to Indebtedness in the principal amount of
less than $25,000,000), the Company shall deliver to the Trustee by registered
or certified mail or facsimile transmission an Officers’ Certificate specifying
such event, notice or other action within five Business Days of its occurrence.


 


SECTION 1009.                                 Reports
and Other Information.  (a)  Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act or otherwise report on an annual and quarterly basis on forms
provided for such annual and quarterly reporting pursuant to rules and
regulations promulgated by the SEC, the Company shall file with the SEC (and
make available to the Trustee and Holders (without exhibits), without cost to
each Holder, within 15 days after it files with the SEC):


 


(1)                                  within 90 days (or the successor time period
then in effect under the rules and regulations of the Exchange Act) after the
end of each fiscal year, annual reports on Form 10-K, or any successor or
comparable form, containing the information required to be contained therein,
or required in such successor or comparable form;


 


(2)                                  within 45 days (or the successor time period
then in effect under the rules and regulations of the Exchange Act) after the
end of each of the first three fiscal quarters of each fiscal year, reports on
Form 10-Q, containing the information required to be contained therein, or any
successor or comparable form;


 


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(3)                                  promptly from time to time after the
occurrence of an event required to be therein reported, such other reports on
Form 8-K, or any successor or comparable form; and


 


(4)                                  any other information, documents and other
reports which the Company would be required to file with the SEC if it were
subject to Section 13 or 15(d) of the Exchange Act;


 


provided that the Company shall not be so obligated to
file such reports with the SEC if the SEC does not permit such filing, in which
event the Company shall make available such information to prospective purchasers
of the Notes, in addition to providing such information to the Trustee and the
Holders in each case within 15 days after the time the Company would be
required to file such information with the SEC, if it were subject to Sections
13 or 15(d) of the Exchange Act.


 


Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).


 


In the event that any direct or indirect parent
company of the Company becomes a Guarantor of the Notes, this Indenture will
permit the Company to satisfy its obligations under this Section 1009 with
respect to financial information relating to the Company by furnishing
financial information relating to such parent; provided that
the same is accompanied by consolidating information that explains in
reasonable detail the differences between the information relating to such
parent, on the one hand, and the information relating to the Company and the
Restricted Subsidiaries on a standalone basis, on the other hand.


 


(b)                                 Notwithstanding the foregoing, such
requirements shall be deemed satisfied prior to the commencement of the
Exchange Offer or the effectiveness of the Shelf Registration Statement by the
filing with the SEC of the Exchange Offer Registration Statement or Shelf
Registration Statement within the time periods specified in the Registration
Rights Agreement, and any amendments thereto, with such financial information
that satisfies Regulation S-X of the Securities Act.


 


SECTION 1010.                                 Limitation
on Restricted Payments.  (a)  The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly:


 


(1)                                  declare or pay any dividend or make any
distribution on account of the Company’s or any Restricted Subsidiary’s Equity
Interests, including any dividend or distribution payable in connection with
any merger or consolidation other than:


 


(A)                              dividends or distributions by the Company
payable in Equity Interests (other than Disqualified Stock) of the Company or
in options, warrants or other rights to purchase such Equity Interests; or


 


(B)                                dividends or distributions by a Restricted
Subsidiary so long as, in the case of any dividend or distribution payable on
or in respect of any class or series of securities issued by a Subsidiary other
than a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives
at least its pro rata share of such dividend
or distribution in accordance with its Equity Interests in such class or series
of securities;


 


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(2)                                  purchase, redeem, defease or otherwise
acquire or retire for value any Equity Interests of the Company or any direct
or indirect parent of the Company, including in connection with any merger or
consolidation;


 


(3)                                  make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value in each case,
prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated
Indebtedness, other than:


 


(A)                              Indebtedness permitted under clauses (7) and
(8) of Section 1011(b); or


 


(B)                                the purchase, repurchase or other acquisition
of Subordinated Indebtedness purchased in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due
within one year of the date of purchase, repurchase or acquisition; or


 


(4)                                  make any Restricted Investment;


 


(all such payments and other
actions set forth in clauses (1) through (4) above being collectively referred
to as “Restricted Payments”), unless, at the time of such Restricted Payment:


 


(A)                              no Default or Event of Default shall have
occurred and be continuing or would occur as a consequence thereof,


 


(B)                                [Reserved]; and


 


(C)                                such Restricted Payment, together with the
aggregate amount of all other Restricted Payments made by the Company and its
Restricted Subsidiaries after August 20, 2004 (including Restricted Payments
permitted by clauses (1), (2) (with respect to the payment of dividends on
Refunding Capital Stock pursuant to clause (B) thereof only), (5), (6)(A) and
(C) and (9) of Section 1010(b), but excluding all other Restricted Payments
permitted by Section 1010(b)), is less than the amount equal to the difference
between (i) the Cumulative Credit and (ii) 1.3 times Cumulative Interest
Expense (it being understood that for purposes of calculating Cumulative
Interest Expense for this purpose only, any of the Company’s non-cash interest
expense and amortization of original issue discount shall be excluded).


 


(b)                                 The foregoing provisions shall not prohibit:


 


(1)                                  the payment of any dividend within 60 days
after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture;


 


(2)                                  (A)                              the redemption, repurchase, retirement or
other acquisition of any Equity Interests (“Retired Capital Stock”) or
Subordinated Indebtedness of the Company, or any Equity Interests of any direct
or indirect parent corporation of the Company, in exchange for, or out of the
proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary) of, Equity Interests of the Company (in each case, other than any
Disqualified Stock) (“Refunding Capital Stock”) and


 


(B)                                if immediately prior to the retirement of
Retired Capital Stock, the declaration and payment of dividends thereon was
permitted under clause (6) of this Section 1010(b),


 


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the
declaration and payment of dividends on the Refunding Capital Stock (other than
Refunding Capital Stock the proceeds of which were used to redeem, repurchase,
retire or otherwise acquire any Equity Interests of any direct or indirect
parent corporation of the Company) in an aggregate amount per year no greater
than the aggregate amount of dividends per annum that was declarable and
payable on such Retired Capital Stock immediately prior to such retirement;


 


(3)                                  the redemption, repurchase or other
acquisition or retirement of Subordinated Indebtedness of the Company made by
exchange for, or out of the proceeds of the substantially concurrent sale of,
new Indebtedness of the Company which is incurred in compliance with Section
1011 so long as:


 


(A)                              the principal amount of such new Indebtedness
does not exceed the principal amount of the Subordinated Indebtedness being so
redeemed, repurchased, acquired or retired for value, plus the amount of any
reasonable premium required to be paid under the terms of the instrument
governing the Subordinated Indebtedness being so redeemed, repurchased,
acquired or retired,


 


(B)                                such Indebtedness is subordinated to Pari
Passu Indebtedness at least to the same extent as such Subordinated
Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or
retired for value,


 


(C)                                such Indebtedness has a final scheduled
maturity date equal to or later than the final scheduled maturity date of the
Subordinated Indebtedness being so redeemed, repurchased, acquired or retired
and


 


(D)                               such Indebtedness has a Weighted Average Life
to Maturity equal to or greater than the remaining Weighted Average Life to
Maturity of the Subordinated Indebtedness being so redeemed, repurchased,
acquired or retired;


 


(4)                                  a Restricted Payment to pay for the
repurchase, retirement or other acquisition or retirement for value of common
Equity Interests of the Company or any of its direct or indirect parent
corporations held by any future, present or former employee, director or
consultant of the Company, any of its Subsidiaries or any of its direct or
indirect parent corporations pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this
clause (4) do not exceed in any calendar year $25.0 million (with unused
amounts in any calendar year being carried over to succeeding calendar years
subject to a maximum (without giving effect to the following proviso) of $50.0
million in any calendar year); provided further that
such amount in any calendar year may be increased by an amount not to exceed:


 


(A)                              the cash proceeds from the sale of Equity
Interests of the Company and, to the extent contributed to the Company, Equity
Interests of any of the Company’s direct or indirect parent corporations, in
each case to members of management, directors or consultants of the Company,
any of its Subsidiaries or any of its direct or indirect parent corporations
that occurs after August 20, 2004, to the extent the cash proceeds from the
sale of such Equity Interests have not otherwise been applied to the payment of
Restricted Payments by virtue of clause (1) of the definition of the term
“Cumulative Credit”; plus


 


(B)                                the cash proceeds of key man life insurance
policies received by the Company and its Restricted Subsidiaries after August
20, 2004 less


 


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(C)                                the amount of any Restricted Payments
previously made pursuant to clauses (A) and (B) of this Section 1010(b)(4);


 


and
provided further that cancellation of
Indebtedness owing to the Company from members of management of the Company,
any of its direct or indirect parent corporations or any Restricted Subsidiary
in connection with a repurchase of Equity Interests of the Company or any of
its direct or indirect parent corporations will not be deemed to constitute a
Restricted Payment for purposes of this covenant or any other provision of this
Indenture;


 


(5)                                  the declaration and payment of dividends to
holders of any class or series of Disqualified Stock of the Company or any
other Restricted Subsidiary issued in accordance with the covenant described
under Section 1011 to the extent such dividends are included in the definition
of Cumulative Interest Expense;


 


(6)                                  (A)                              the declaration and payment of dividends to
holders of any class or series of Designated Preferred Stock (other than
Disqualified Stock) issued by the Company or PanAmSat after the Issue Date;


 


(B)                                the declaration and payment of dividends to a
direct or indirect parent corporation of the Company, the proceeds of which
will be used to fund the payment of dividends to holders of any class or series
of Designated Preferred Stock (other than Disqualified Stock) of such parent
corporation issued after the Issue Date, provided that
the amount of dividends paid pursuant to this clause (B) shall not exceed the
aggregate amount of cash actually contributed to the Company from the sale of
such Designated Preferred Stock; or


 


(C)                                the declaration and payment of dividends on
Refunding Capital Stock in excess of the dividends declarable and payable
thereon pursuant to Section 1010(b)(2);


 


provided, however, in the case of
each of (A), (B) and (C) of this clause (6), that for the most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date of issuance of such Designated Preferred Stock
or the declaration of such dividends on Refunding Capital Stock, after giving
effect to such issuance or declaration on a pro forma
basis, with respect to the declaration and payments of dividends by PanAmSat,
PanAmSat would have a Debt to Adjusted EBITDA Ratio less than or equal to 5.5
to 1.0;


 


(7)                                  Investments in Unrestricted Subsidiaries
having an aggregate fair market value, taken together with all other
Investments made pursuant to this clause (7) that are at the time outstanding,
without giving effect to the sale of an Unrestricted Subsidiary to the extent
the proceeds of such sale do not consist of cash or marketable securities, not
to exceed $75.0 million at the time of such Investment (with the fair market
value of each Investment being measured at the time made and without giving
effect to subsequent changes in value);


 


(8)                                  repurchases of Equity Interests deemed to
occur upon exercise of stock options or warrants if such Equity Interests
represent a portion of the exercise price of such options or warrants;


 


(9)                                  the payment of dividends on the Company’s
common stock, following the first public offering of the Company’s common stock
or the common stock of any of its direct or indirect parent corporations after
the Issue Date, of up to 6% per annum of the net cash proceeds received by or
contributed to the Company in or from any such public offering, other than
public


 


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offerings
with respect to the Company’s common stock registered on Form S-8 and other
than any public sale constituting an Excluded Contribution;


 


(10)                            Investments that are made with Excluded
Contributions;


 


(11)                            other Restricted Payments in an aggregate
amount not to exceed $200.0 million;


 


(12)                            distributions or payments of Receivables
Fees;


 


(13)                            any Restricted Payment used to fund the
Transactions and the fees and expenses related thereto or owed to Affiliates,
in each case to the extent permitted by Section 1013;


 


(14)                            the repurchase, redemption or other
acquisition or retirement for value of any Subordinated Indebtedness pursuant
to the provisions of Section 1017 and Section 1018; provided
that all notes tendered by holders of the notes in connection with a Change of
Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed
or acquired for value;


 


(15)                            the declaration and payment of dividends by
the Company to, or the making of loans to, any direct or indirect parent in
amounts required for any direct or indirect parent corporations to pay:


 


(A)                              franchise taxes and other fees, taxes and
expenses required to maintain their corporate existence,


 


(B)                                federal, state and local income taxes, to the
extent such income taxes are attributable to the income of the Company and the
Restricted Subsidiaries and, to the extent of the amount actually received from
its Unrestricted Subsidiaries, in amounts required to pay such taxes to the
extent attributable to the income of such Unrestricted Subsidiaries,


 


(C)                                customary salary, bonus and other benefits
payable to officers and employees of any direct or indirect parent corporation
of the Company to the extent such salaries, bonuses and other benefits are
attributable to the ownership or operation of the Company and the Restricted
Subsidiaries, and


 


(D)                               general corporate overhead expenses of any
direct or indirect parent corporation of the Company to the extent such
expenses are attributable to the ownership or operation of the Company and the
Restricted Subsidiaries; and


 


(16)                            the
declaration and payment of dividends to any direct parent of the Company with
the net proceeds received by the Company from the sale of the Notes on the
Issue Date;


 


provided, however, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (5), (6), and (11) of this Section
1010(b), no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof.


 


(c)                                  As of the time of issuance of the Notes, all
of the Company’s Subsidiaries shall be Restricted Subsidiaries.  The Company shall not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the last
sentence of the definition of “Unrestricted Subsidiary” in Section 102 of this
Indenture.  For purposes of designating
any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the


 


72





















 


extent repaid) in the Subsidiary so designated shall be deemed to be
Restricted Payments in an amount determined as set forth in the last sentence
of the definition of “Investment” in Section 102 of this Indenture.  Such designation will be permitted only if a
Restricted Payment in such amount would be permitted at such time, whether
pursuant to Section 1010(a) or under clauses (7), (10) or (11) of Section
1010(b), or pursuant to the definition of “Permitted Investments,” and if such
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.  Unrestricted Subsidiaries shall not be
subject to any of the restrictive covenants set forth in this Indenture.


 


SECTION 1011.                                 Limitation
on Incurrence of Indebtedness and Issuance of Disqualified Stock.  (a) 
The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise,
(collectively, “incur” and collectively, an “incurrence”) with respect to any
Indebtedness (including Acquired Indebtedness) and the Company shall not issue
any shares of Disqualified Stock and shall not permit any Restricted Subsidiary
to issue any shares of Disqualified Stock or preferred stock; provided, however, that (i) the Company or any Restricted Subsidiary of
the Company (other than PanAmSat or any Restricted Subsidiary of PanAmSat) may
incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified
Stock, if the Company’s Debt to Adjusted EBITDA Ratio would be less than or
equal to 7.00 to 1.0 and (ii) PanAmSat and any Restricted Subsidiary of
PanAmSat may incur Indebtedness (including Acquired Indebtedness), issue shares
of Disqualified Stock and issue shares of preferred stock, if PanAmSat’s Debt
to Adjusted EBITDA Ratio would be less than or equal to 6.75 to 1.0, in each
case determined on a pro forma basis
(including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or
the Disqualified Stock or preferred stock had been issued, as the case may be,
and the application of proceeds therefrom had occurred at the beginning of such
four-quarter period.


 


(b)                                 The foregoing limitations shall not apply to:


 


(1)                                  the incurrence of Indebtedness under Credit
Facilities by the Company or any of the Restricted Subsidiaries and the issuance
and creation of letters of credit and bankers’ acceptances thereunder (with
letters of credit and bankers’ acceptances being deemed to have a principal
amount equal to the face amount thereof), up to an aggregate principal amount
of $3,210.0 million outstanding at any one time;


 


(2)                                  the incurrence by the Company and any
Guarantor of Indebtedness represented by the Notes (including any Guarantee)
(other than any Additional Notes);


 


(3)                                  Existing Indebtedness (other than
Indebtedness described in clauses (1) and (2) above);


 


(4)                                  Indebtedness (including Capitalized Lease
Obligations and Indebtedness related to Sale and Lease-Back Transactions),
Disqualified Stock and preferred stock incurred by the Company or any of its
Restricted Subsidiaries, to finance the purchase, lease or improvement of
property (real or personal) or equipment that is used or useful in a Similar
Business, whether through the direct purchase of assets or the Capital Stock of
any Person owning such assets, in an aggregate principal amount which, when
aggregated with the principal amount of all other Indebtedness, Disqualified
Stock and preferred stock then outstanding and incurred pursuant to this clause
(4) and including all Refinancing Indebtedness incurred to refund, refinance or
replace any other Indebtedness, Disqualified Stock and preferred stock incurred
pursuant to this clause (4), does not exceed the greater of (i) $250 million
and (ii) 4.5% of Total Assets.


 


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(5)                                  Indebtedness incurred by the Company or any
Restricted Subsidiary constituting reimbursement obligations with respect to
letters of credit issued in the ordinary course of business, including letters
of credit in respect of workers’ compensation claims, or other Indebtedness
with respect to reimbursement type obligations regarding workers’ compensation
claims; provided, however,
that upon the drawing of such letters of credit or the incurrence of such
Indebtedness, such obligations are reimbursed within 30 days following such
drawing or incurrence;


 


(6)                                  Indebtedness arising from agreements of the
Company or a Restricted Subsidiary providing for indemnification, adjustment of
purchase price or similar obligations, in each case, incurred or assumed in
connection with the disposition of any business, assets or a Subsidiary, other
than guarantees of Indebtedness incurred by any Person acquiring all or any
portion of such business, assets or a Subsidiary for the purpose of financing
such acquisition; provided, however,
that


 


(A)                              such Indebtedness is not reflected on the
balance sheet of the Company or any Restricted Subsidiary (contingent
obligations referred to in a footnote to financial statements and not otherwise
reflected on the balance sheet shall not be deemed to be reflected on such
balance sheet for purposes of this clause (6)(A)) and


 


(B)                                the maximum assumable liability in respect of
all such Indebtedness shall at no time exceed the gross proceeds including
non-cash proceeds (the fair market value of such non-cash proceeds being
measured at the time received and without giving effect to any subsequent
changes in value) actually received by the Company and the Restricted
Subsidiaries in connection with such disposition;


 


(7)                                  Indebtedness (including Indebtedness related
to Sale and Lease-Back Transactions) of the Company to a Restricted Subsidiary;
provided that any subsequent issuance or
transfer of any Capital Stock or any other event which results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such Indebtedness (except to the Company or another
Restricted Subsidiary) shall be deemed, in each case to be an incurrence of
such Indebtedness;


 


(8)                                  Indebtedness (including Indebtedness related
to Sale and Lease-Back Transactions) of a Restricted Subsidiary to the Company
or another Restricted Subsidiary; provided that
any such Indebtedness is made pursuant to an intercompany note; provided further that any subsequent transfer of any such
Indebtedness (except to the Company or another Restricted Subsidiary) shall be
deemed, in each case to be an incurrence of such Indebtedness;


 


(9)                                  shares of preferred stock of a Restricted
Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any
Capital Stock or any other event which results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent
transfer of any such shares of preferred stock (except to the Company or
another Restricted Subsidiary) shall be deemed in each case to be an issuance
of such shares of preferred stock;


 


(10)                            Hedging Obligations (excluding Hedging
Obligations entered into for speculative purposes) for the purpose of limiting
interest rate risk or exchange rate risk with respect to any Indebtedness permitted
to be incurred pursuant to this Section 1011;


 


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(11)                            obligations in respect of performance, bid,
appeal and surety bonds and completion guarantees provided by the Company or
any Restricted Subsidiary in the ordinary course of business;


 


(12)                            Indebtedness, Disqualified Stock and
preferred stock of the Company or any Restricted Subsidiary not otherwise
permitted hereunder in an aggregate principal amount or liquidation preference,
which when aggregated with the principal amount and liquidation preference of
all other Indebtedness, Disqualified Stock and preferred stock then outstanding
and incurred pursuant to this clause (12), does not at any one time outstanding
exceed the sum of (i) $250.0 million and (ii) 100% of the net cash proceeds
received by the Company since immediately after August 20, 2004 from the
issue or sale of Equity Interests of the Company or cash contributed to the
capital of the Company (in each case other than proceeds of Disqualified Stock
or sales of Equity Interests to the Company or any of its Subsidiaries) as
determined in accordance with the definition of the term “Cumulative Credit” to
the extent such net cash proceeds or cash have not been applied pursuant to
such clauses to make Restricted Payments or to make other investments, payments
or exchanges pursuant to Section 1010(b) or to make Permitted Investments
(other than Permitted Investments specified in clauses (1) and (3) of the definition
thereof), (it being understood that any Indebtedness, Disqualified Stock or
preferred stock incurred pursuant to this clause (12) shall cease to be deemed
incurred or outstanding for purposes of this clause (12) but shall be deemed
incurred for the purposes of Section 1011(a) from and after the first date on
which the Company or such Restricted Subsidiary could have incurred such
Indebtedness, Disqualified Stock or preferred stock under Section 1011(a) without
reliance on this clause (12));


 


(13)                            the incurrence by the Company or any
Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred stock
which serves to refund or refinance any Indebtedness, Disqualified Stock or
preferred stock incurred as permitted under Section 1011 (a) and clauses (2)
and (3) above, this clause (13) and clause (14) below or any Indebtedness,
Disqualified Stock or preferred stock issued to so refund or refinance such
Indebtedness, Disqualified Stock or preferred stock including additional
Indebtedness, Disqualified Stock or preferred stock incurred to pay premiums
and fees in connection therewith (the “Refinancing Indebtedness”) prior to its
respective maturity; provided, however, that such Refinancing Indebtedness


 


(A)                              has a Weighted Average Life to Maturity at
the time such Refinancing Indebtedness is incurred which is not less than the
remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified
Stock or preferred stock being refunded or refinanced,


 


(B)                                to the extent such Refinancing Indebtedness
refinances (i) Indebtedness subordinated or pari passu to
the Notes, such Refinancing Indebtedness is subordinated or pari passu to the Notes at least to the same extent as the
Indebtedness being refinanced or refunded or (ii) Disqualified Stock or preferred
stock, such Refinancing Indebtedness must be Disqualified Stock or preferred
stock, respectively and


 


(C)                                shall not include (i) Indebtedness,
Disqualified Stock or preferred stock of a Subsidiary that refinances
Indebtedness, Disqualified Stock or preferred stock of the Company or (ii)
Indebtedness, Disqualified Stock or preferred stock of the Company or a
Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or preferred
stock of an Unrestricted Subsidiary;


 


and
provided further that subclause (A)
above of this clause (13) shall not apply to any refunding or refinancing of
any Indebtedness outstanding under the Senior Credit Facilities;


 


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(14)                            Indebtedness, Disqualified Stock or preferred
stock of Persons that are acquired by the Company or any Restricted Subsidiary
or merged into the Company or a Restricted Subsidiary in accordance with the
terms of this Indenture; provided that
such Indebtedness, Disqualified Stock or preferred stock is not incurred in
contemplation of such acquisition or merger; and provided
further that after giving effect to such acquisition or merger,
either


 


(A)                              in
the case of Indebtedness, Disqualified Stock or preferred stock of the Company
or any Restricted Subsidiary of the Company (other than PanAmSat or any Restricted
Subsidiary of PanAmSat), (A) the Company would be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio
test set forth in clause (i) of Section 1011(a) or (B) the Issuer’s Debt
to Adjusted EBITDA Ratio is less than immediately prior to such acquisition or
merger;


 


(B)                                in the case of Indebtedness, Disqualified
Stock or preferred stock of PanAmSat or any of its Restricted Subsidiaries, (A)
PanAmSat would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Debt to Adjusted EBITDA Ratio test set forth in clause (ii) of
Section 1011(a) or (B) PanAmSat’s Debt to Adjusted EBITDA Ratio is less than
immediately prior to such acquisition or merger;


 


(15)                            Indebtedness arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two
Business Days of its incurrence;


 


(16)                            Indebtedness of the Company or any Restricted
Subsidiary supported by a letter of credit issued pursuant to the Senior Credit
Facilities, in a principal amount not in excess of the stated amount of such
letter of credit; and


 


(17)                            (A)                              any guarantee by the Company or a Restricted
Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so
long as the incurrence of such Indebtedness incurred by such Restricted
Subsidiary is permitted under the terms of this Indenture, or


 


(B)                                any guarantee by a Restricted Subsidiary of
Indebtedness of the Company, provided that
such guarantee is incurred in accordance with Section 1015.


 


(c)                                  For purposes of determining compliance with
this Section 1011,


 


(1)                                  in
the event that an item of Indebtedness, Disqualified Stock or preferred stock
meets the criteria of more than one of the categories of permitted
Indebtedness, Disqualified Stock or preferred stock described in clauses (1)
through (17) of this Section 1011(b) or is entitled to be incurred pursuant to
Section 1011(a), the Company shall, in its sole discretion, classify or
reclassify such item of Indebtedness, Disqualified Stock or preferred stock (or
any portion thereof) and shall only be required to include the amount and type
of such Indebtedness, Disqualified Stock or preferred stock in one of the above
clauses of this Section 1011(b); provided, that all Indebtedness outstanding under the Credit
Facilities after the application of the net proceeds from the sale of the Notes
shall be treated as incurred on the Issue Date under Section 1011(b)(1) and the
Company shall not be permitted to reclassify all or any portion of such
Indebtedness outstanding on the Issue Date; and


 


(2)                                  at the time of incurrence, the Company shall
be entitled to divide and classify an item of Indebtedness in more than one of
the types of Indebtedness described above.


 


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Accrual of interest, the accretion of accreted value
and the payment of interest in the form of additional Indebtedness,
Disqualified Stock or preferred stock shall not be deemed to be an incurrence
of Indebtedness, Disqualified Stock or preferred stock for purposes of this Section
1011.


 


(d)                                 For purposes of determining compliance with
any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the
U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was incurred, in the case of term debt, or
first committed, in the case of revolving credit debt; provided that
if such Indebtedness is incurred to refinance other Indebtedness denominated in
a foreign currency, and such refinancing would cause the applicable U.S. dollar
denominated restriction to be exceeded if calculated at the relevant currency
exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced.


 


(e)                                  The principal amount of any Indebtedness
incurred to refinance other Indebtedness, if incurred in a different currency
from the Indebtedness being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing.


 


SECTION 1012.                                 Limitation
on Liens.  The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, create,
incur, assume or suffer to exist any Lien (except Permitted Liens) that secures
any Obligations under any Indebtedness of the Company against or on any asset
or property now owned or hereafter acquired by the Company or any such
Restricted Subsidiary, or any income or profits therefrom, or assign or convey
any right to receive income therefrom, unless:


 


(1)                                  in the case of Liens securing Indebtedness
that is Subordinated Indebtedness, the Notes are secured by a Lien on such
property or assets that is senior in priority to such Liens; and


 


(2)                                  in all other cases, the Notes are equally and
ratably secured; provided that any Lien which is
granted to secure the Notes under this Section 1012 shall be discharged at the
same time as the discharge of the Lien that gave rise to the obligation to so
secure the Notes.


 


SECTION 1013.                                 Limitations
on Transactions with Affiliates. 
(a)  The Company shall not, and
shall not permit any Restricted Subsidiary to, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $5.0
million, unless


 


(1)                                  such Affiliate Transaction is on terms that
are not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person and


 


(2)                                  the Company delivers to the Trustee with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate payments or consideration in excess of $10.0
million, a resolution adopted by the majority of the Board of Directors of the
Company approving such Affiliate Transaction and set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with clause (1)
above.


 


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(b)                                 The foregoing provisions will not apply to
the following:


 


(1)                                  transactions between or among the Company or
any of the Restricted Subsidiaries;


 


(2)                                  Restricted Payments permitted by Section 1010
and the definition of “Permitted Investments”;


 


(3)                                  the payment of management, consulting,
monitoring and advisory fees and related expenses to the Investors;


 


(4)                                  the payment of reasonable and customary fees
paid to, and indemnities provided on behalf of, officers, directors, employees
or consultants of the Company, any of its direct or indirect parent corporations
or any Restricted Subsidiary;


 


(5)                                  transactions in which the Company or any
Restricted Subsidiary, as the case may be, delivers to the Trustee a letter
from an Independent Financial Advisor stating that such transaction is fair to
the Company or such Restricted Subsidiary from a financial point of view or
meets the requirements of Section 1013(a)(1);


 


(6)                                  any agreement as in effect as of August 20,
2004, or any amendment thereto (so long as any such amendment is not
disadvantageous to the Holders in any material respect);


 


(7)                                  the existence of, or the performance by the
Company or any of its Restricted Subsidiaries of its obligations under the
terms of, any stockholders agreement (including any registration rights
agreement or purchase agreement related thereto) to which it is a party as of
the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that
the existence of, or the performance by the Company or any Restricted
Subsidiary of obligations under any future amendment to any such existing
agreement or under any similar agreement entered into after the Issue Date
shall only be permitted by this clause (7) to the extent that the terms of any
such amendment or new agreement are not otherwise disadvantageous to the
Holders in any material respect;


 


(8)                                  the Transactions and the payment of all fees
and expenses related to the Transactions, in each case as disclosed in the
Offering Memorandum;


 


(9)                                  transactions with customers, clients,
suppliers, or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this
Indenture which are fair to the Company and the Restricted Subsidiaries, in the
reasonable determination of the Board of Directors of the Company or the senior
management thereof, or are on terms at least as favorable as might reasonably
have been obtained at such time from an unaffiliated party;


 


(10)                            the issuance of Equity Interests (other than
Disqualified Stock) of the Company to any Permitted Holder or to any director,
officer, employee or consultant;


 


(11)                            sales of accounts receivable, or
participations therein, in connection with any Receivables Facility;


 


(12)                            payments by the Company or any Restricted
Subsidiary to any of the Investors made for any financial advisory, financing,
underwriting or placement services or in respect of


 


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other
investment banking activities, including in connection with acquisitions or
divestitures which payments are approved by a majority of the Board of
Directors of the Company in good faith; and


 


(13)                            payments or loans (or cancellation of loans)
to employees or consultants of the Company, any of its direct or indirect
parent corporations or any Restricted Subsidiary which are approved by a majority
of the Board of Directors of the Company in good faith.


 


SECTION 1014.                                 Limitations
on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.  The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any consensual encumbrance or consensual
restriction on the ability of any such Restricted Subsidiary to:


 


(a)                                  (1) pay dividends or make any other
distributions to the Company or any Restricted Subsidiary on its Capital Stock
or with respect to any other interest or participation in, or measured by, its
profits, or (2) pay any Indebtedness owed to the Company or any Restricted
Subsidiary;


 


(b)                                 make loans or advances to the Company or any
Restricted Subsidiary; or


 


(c)                                  sell, lease or transfer any of its properties
or assets to the Company or any Restricted Subsidiary,


 


except (in each case) for
such encumbrances or restrictions existing under or by reason of:


 


(1)                                  contractual encumbrances or restrictions in
effect on the Issue Date, including, pursuant to the Senior Credit Facilities
and the related documentation and the Existing Notes;


 


(2)                                  this Indenture and the Notes;


 


(3)                                  purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature discussed in clause (c) above on the property so acquired;


 


(4)                                  applicable law or any applicable rule,
regulation or order;


 


(5)                                  any agreement or other instrument of a Person
acquired by the Company or any Restricted Subsidiary in existence at the time
of such acquisition (but not created in contemplation thereof), which
encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person, or the property or assets of
the Person, so acquired;


 


(6)                                  contracts for the sale of assets, including
customary restrictions with respect to a Subsidiary pursuant to an agreement
that has been entered into for the sale or disposition of all or substantially
all of the Capital Stock or assets of such Subsidiary;


 


(7)                                  secured Indebtedness otherwise permitted to
be incurred pursuant to Sections 1011 and 1012 that limit the right of the
debtor to dispose of the assets securing such Indebtedness;


 


(8)                                  restrictions on cash or other deposits or net
worth imposed by customers under contracts entered into in the ordinary course
of business;


 


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(9)                                  other Indebtedness, Disqualified Stock or
preferred stock of Restricted Subsidiaries permitted to be incurred subsequent
to the Issue Date pursuant to Section 1011 and, with respect to PanAmSat only,
either (A) the provisions relating to such encumbrance or restriction contained
in such Indebtedness are no less favorable to the Company, taken as a whole, as
determined by the Board of Directors of the Company in good faith, than the
provisions contained in the Senior Credit Facilities or in the indentures
governing the Existing Notes, in each case, as in effect on the Issue Date or
(B) any such encumbrance or restriction contained in such Indebtedness does not
prohibit (except upon a default or event of default thereunder) the payment of
dividends in an amount sufficient, as determined by the Board of Directors of
the Company in good faith, to make scheduled payments of cash interest of the
notes when due;


 


(10)                            customary provisions in joint venture
agreements and other similar agreements;


 


(11)                            customary provisions contained in leases and
other agreements entered into in the ordinary course of business;


 


(12)                            any encumbrances or restrictions of the type
referred to in clauses (a), (b) and (c) above imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations referred
to in clauses (1) through (11) above, provided that
such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are, in the good faith judgment of the
Board of Directors of the Company no more restrictive with respect to such
encumbrance and other restrictions than those prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing; and


 


(13)                            restrictions created in connection with any
Receivables Facility that, in the good faith determination of the Board of
Directors of the Company, are necessary or advisable to effect such Receivables
Facility.


 


SECTION 1015.                                 Limitation
on Guarantees of Indebtedness by Restricted Subsidiaries.  (a) 
The Company shall not permit any Restricted Subsidiary that is a
Domestic Subsidiary, other than a Guarantor or a special-purpose Restricted
Subsidiary formed in connection with Receivables Facilities, to guarantee the
payment of any Indebtedness of the Company unless:


 


(1)                                  such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture to this Indenture substantially
in the form of Exhibit C hereto providing for a Guarantee by such Restricted
Subsidiary, except that with respect to a guarantee of Indebtedness of the
Company if such Indebtedness is by its express terms subordinated in right of
payment to the Notes, any such guarantee of such Restricted Subsidiary with
respect to such Indebtedness shall be subordinated in right of payment to such
Restricted Subsidiary’s Guarantee with respect to the Notes substantially to
the same extent as such Indebtedness is subordinated to the Notes;


 


(2)                                  such Restricted Subsidiary waives and shall
not in any manner whatsoever claim or take the benefit or advantage of, any
rights of reimbursement, indemnity or subrogation or any other rights against
the Company or any other Restricted Subsidiary as a result of any payment by
such Restricted Subsidiary under its Guarantee; and


 


(3)                                  such Restricted Subsidiary shall deliver to
the Trustee an Opinion of Counsel to the effect that


 


(A)                              such Guarantee has been duly executed and
authorized, and


 


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(B)                                such Guarantee constitutes a valid, binding
and enforceable obligation of such Restricted Subsidiary, except insofar as
enforcement thereof may be limited by any Bankruptcy Law (including all laws
relating to fraudulent transfers) and except insofar as enforcement thereof is
subject to general principles of equity;


 


provided that this Section 1015 shall not be
applicable to any guarantee of any Restricted Subsidiary that existed at the
time such Person became a Restricted Subsidiary and was not incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary.


 


(b)                                 A
Guarantee of a Guarantor will be automatically released upon:


 


(1)                                  (A)                              the
sale, disposition or other transfer (including through merger or consolidation)
of the Capital Stock (including any sale, disposition or other transfer
following which the applicable Guarantor is no longer a Restricted Subsidiary),
or all or substantially all the assets, of the applicable Guarantor if such
sale, disposition or other transfer is made in compliance with this Indenture,


 


(B)                                the
Company designating such Guarantor to be an Unrestricted Subsidiary is
accordance with the provisions set forth under Section 1010 and the definition
of “Unrestricted Subsidiary,”


 


(C)                                the
release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness
of the Company or the repayment of the Indebtedness or Disqualified Stock, in
each case, which resulted in the obligation to guarantee the notes;


 


(D)                               the
Legal Defeasance of the Notes under Section 1302 hereof, or the Covenant
Defeasance of the Notes under Section 1303 hereof, or if the Company’s
obligations under this Indenture are discharged in accordance with Section 401;
and


 


(2)                                  such
Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


SECTION 1016.                                 Limitation
on Sale and Lease-Back Transactions. 
The Company shall not enter into any Sale and Lease-Back Transaction; provided that the Company may enter into a Sale and
Lease-Back Transaction if:


 


(1)                                  the Company could have:


 


(A)                              incurred any Indebtedness relating to such
Sale and Lease-Back Transaction under Section 1011; and


 


(B)                                incurred a Lien to secure such Indebtedness
pursuant to Section 1012 without equally and ratably securing the Notes
pursuant to Section 1012;


 


(2)                                  the consideration received by the Company in
that Sale and Lease-Back Transaction is at least equal to the fair market value
of the property sold and otherwise complies with Section 1018; and


 


(3)                                  the transfer of assets in that Sale and
Lease-Back Transaction is permitted by, and the Company applies the proceeds of
such transaction in compliance with Section 1018;


 


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provided, however, that
clauses (2) and (3) shall not apply to any Sale and Lease-Back Transaction between
the Company and any Restricted Subsidiary.


 


SECTION 1017.                                 Change
of Control.  (a)  If a Change of Control occurs, the Company
shall make an offer to purchase all of the Notes pursuant to the offer
described below (the “Change of Control Offer”) at a price in cash (the “Change
of Control Payment”) equal to 101% of the Accreted Value thereof plus accrued
and unpaid interest and Special Interest, if any, to the date of purchase,
subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant Interest Payment Date.  Within 60 days following any Change of
Control, the Company shall send notice of such Change of Control Offer by first
class mail, with a copy to the Trustee, to each Holder to the address of such Holder
appearing in the Note Register with a copy to the Trustee, with the following
information:


 


(1)                                  a Change of Control Offer is being made
pursuant to this Section 1017 and that all Notes properly tendered pursuant to
such Change of Control Offer will be accepted for payment;


 


(2)                                  the purchase price and the purchase date,
which will be no earlier than 30 days nor later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”);


 


(3)                                  any Note not properly tendered will remain
outstanding and continue to accrue interest;


 


(4)                                  unless the Company defaults in the payment of
the Change of Control Payment, all Notes accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest on the Change of Control
Payment Date;


 


(5)                                  Holders electing to have any Notes purchased
pursuant to a Change of Control Offer will be required to surrender the Notes,
with the form entitled “Option of Holder to Elect Purchase” on the reverse of
the Notes completed, to the Paying Agent specified in the notice at the address
specified in the notice prior to the close of business on the third business
day preceding the Change of Control Payment Date;


 


(6)                                  Holders will be entitled to withdraw their
tendered Notes and their election to require the Company to purchase such
Notes, provided that the Paying Agent receives,
not later than the close of business on the last day of the Offer Period, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder of the Notes, the principal amount of Notes tendered for purchase, and a
statement that such Holder is withdrawing his tendered Notes and his election
to have such Notes purchased; and


 


(7)                                  that Holders whose Notes are being purchased
only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $1,000 principal amount at maturity or an integral multiple thereof.


 


(b)                                 While the Notes are in global form and the
Company makes an offer to purchase all of the Notes pursuant to the Change of
Control Offer, a Holder may exercise its option to elect for the purchase of
the Notes through the facilities of Depositary subject to its rules and
regulations.


 


(c)                                  The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws or regulations


 


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are applicable in connection with the repurchase of the Notes pursuant
to a Change of Control Offer.  To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations described in this Indenture by virtue thereof.


 


(d)                                 On the Change of Control Payment Date, the
Company shall, to the extent permitted by law,


 


(1)                                  accept for payment all Notes or portions
thereof properly tendered pursuant to the Change of Control Offer,


 


(2)                                  deposit with the Paying Agent an amount equal
to the aggregate Change of Control Payment in respect of all Notes or portions
thereof so tendered and


 


(3)                                  deliver, or cause to be delivered, to the
Trustee for cancellation the Notes so accepted together with an Officers’
Certificate stating that such Notes or portions thereof have been tendered to
and purchased by the Company.


 


(e)                                  The Paying Agent shall promptly mail to each
Holder the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any, provided, that each such
new Note shall be in a principal amount at maturity of $1,000 or an integral
multiple thereof.  The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.


 


SECTION 1018.                                 Asset
Sales.  (a)  The Company shall not, and shall not permit
any Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale,
unless:


 


(1)                                  the Company or such Restricted Subsidiary, as
the case may be, receives consideration at the time of such Asset Sale at least
equal to the fair market value (as determined in good faith by the Board of
Directors of the Company) of the assets sold or otherwise disposed of and


 


(2)                                  except in the case of a Permitted Asset Swap,
at least 75% of the consideration received by the Company or such Restricted
Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:


 


(A)                              any liabilities (as shown on the Company’s,
or such Restricted Subsidiary’s, most recent balance sheet or in the footnotes
thereto) of the Company or any Restricted Subsidiary, other than liabilities
that are by their terms subordinated to the Notes, that are assumed by the
transferee of any such assets and for which the Company and all Restricted
Subsidiaries have been validly released by all creditors in writing,


 


(B)                                any securities received by the Company or
such Restricted Subsidiary from such transferee that are converted by the
Company or such Restricted Subsidiary into cash (to the extent of the cash
received) within 180 days following the closing of such Asset Sale and


 


(C)                                any Designated Noncash Consideration received
by the Company or any Restricted Subsidiary in such Asset Sale having an
aggregate fair market value, taken together with all other Designated Noncash
Consideration received pursuant to this clause


 


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(C) that is at that time outstanding, not to exceed an amount equal to
7.5% of Total Assets at the time of the receipt of such Designated Noncash
Consideration, with the fair market value of each item of Designated Noncash
Consideration being measured at the time received and without giving effect to
subsequent changes in value,


 


shall
be deemed to be cash for purposes of this provision and for no other purpose.


 


(b)                                 Within 485 days after the Company’s or any
Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (or Event
of Loss Proceeds), the Company or such Restricted Subsidiary, at its option,
may apply the Net Proceeds from such Asset Sale (together with any Event of
Loss Proceeds required to be applied as provided in Section 1007)


 


(1)                                  to permanently reduce:


 


(A)                              Obligations under Pari Passu Indebtedness
(other than Disqualified Stock), and to correspondingly reduce commitments with
respect thereto (other than Obligations owed to the Company or a Restricted
Subsidiary of the Company), provided that
if the Company shall so reduce Obligations under any Pari Passu Indebtedness
(other than Obligations under any Pari Passu Indebtedness secured by a Lien on
the assets of the Company or any Restricted Subsidiary), it shall equally and
ratably reduce Obligations under the Notes if the Notes are then prepayable or,
if the Notes may not then be prepaid, the Company shall make an offer (in
accordance with the procedures set forth below for an Asset Sale Offer) to all
Holders to purchase their Notes at 100% of the Accreted Value thereof, plus the
amount of accrued but unpaid interest, if any, on the amount of Notes that
would otherwise be prepaid, or


 


(B)                                Indebtedness of a Restricted Subsidiary
(other than Indebtedness owed to the Company or another Restricted Subsidiary);
provided that if an offer to
purchase any Indebtedness of PanAmSat or any of its Restricted Subsidiaries is
made in accordance with the terms of such Indebtedness, the obligation to
permanently reduce Indebtedness of a Restricted Subsidiary will be deemed
satisfied to the extent of the amount of the offer, whether or not accepted by
the holders thereof and no Net Proceeds in the amount of such offer will be
deemed to exist following such offer, or


 


(2)                                  to an investment in (A) any one or more
businesses, provided that such investment in any
business is in the form of the acquisition of Capital Stock and results in the
Company or a Restricted Subsidiary, as the case may be, owning an amount of the
Capital Stock of such business such that it constitutes a Restricted
Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in
each of (A), (B) and (C), used or useful in a Similar Business, or


 


(3)                                  to an investment in (A) any one or more
businesses, provided that such investment in any
business is in the form of the acquisition of Capital Stock and results in the
Company or a Restricted Subsidiary, as the case may be, owning an amount of the
Capital Stock of such business such that it constitutes a Restricted
Subsidiary, (B) properties or (C) other assets that, in each of (A), (B) and
(C) replace the businesses, properties and assets that are the subject of such
Asset Sale;


 


provided, that in the
case of clauses (2) and (3) above, a binding commitment shall be treated as a
permitted application of the Net Proceeds from the date of such commitment so
long as the Company or such Restricted Subsidiary enters into such commitment
with the good faith expectation that such Net Proceeds will be applied to
satisfy such commitment (an “Acceptable Commitment”) and, in the event any
Acceptable


 


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Commitment is later canceled
or terminated for any reason before such Net Proceeds are so applied, the
Company or such Restricted Subsidiary enters into another Acceptable Commitment
within nine months of such cancellation or termination.


 


(c)                                  Any Net Proceeds from the Asset Sale (and
Event of Loss Proceeds) that are not invested or applied as provided and within
the time period set forth in Section 1018(a) shall be deemed to constitute
“Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0
million, the Company shall make an offer to all Holders of the Notes, and, if
required by the terms of any Pari Passu Indebtedness to the holders of such
Pari Passu Indebtedness, (an “Asset Sale Offer”), to purchase the maximum
principal amount at maturity of Notes and such Pari Passu Indebtedness, that is
an integral multiple of $1,000 principal amount at maturity that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the Accreted Value thereof, plus accrued and unpaid interest
and Special Interest, if any, to the date fixed for the closing of such offer,
in accordance with the procedures set forth in this Indenture.  The Company shall commence an Asset Sale
Offer with respect to Excess Proceeds within ten Business Days after the date
that Excess Proceeds exceeds $30.0 million by mailing the notice required
pursuant to the terms of this Indenture, with a copy to the Trustee.  To the extent that the aggregate Accreted
Value of Notes and principal amount or accreted value of such Pari Passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company may use any remaining Excess Proceeds for general
corporate purposes, subject to other covenants contained in this
Indenture.  If the aggregate Accreted
Value or the accreted value or principal amount of Notes or the Pari Passu Indebtedness
surrendered by such holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased
on a pro rata basis based on the Accreted
Value or principal amount of the Notes or such Pari Passu Indebtedness
tendered.  Upon completion of any such
Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


 


(d)                                 Pending the final application of any Net
Proceeds (or Event of Loss Proceeds) pursuant to this Section 1018, the Company
or the applicable Restricted Subsidiary may apply such Net Proceeds (or Event
of Loss Proceeds) temporarily to reduce Indebtedness outstanding under a
revolving credit facility or otherwise invest such Net Proceeds (or Event of
Loss Proceeds) in any manner not prohibited by this Indenture.


 


(e)                                  The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws or regulations are
applicable in connection with the repurchase of the Notes pursuant to an Asset
Sale Offer.  To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of this Indenture, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations
described in this Indenture by virtue thereof.


 


(f)                                    If less than all of the Notes or such Pari
Passu Indebtedness are to be redeemed at any time, selection of such Notes for
redemption will be made by the Trustee on a pro rata basis
to the extent practicable; provided that
no Notes of $1,000 principal amount at maturity or less shall be purchased or redeemed
in part.


 


(g)                                 Notices of purchase or redemption shall be
mailed by first class mail, postage prepaid, at least 30 but not more than 60
days before the purchase or redemption date to each Holder to be purchased or redeemed
at such Holder’s registered address.  If
any Note is to be purchased or redeemed in part only, any notice of purchase or
redemption that relates to such Note shall state the portion of the principal
amount thereof that has been or is to be purchased or redeemed.


 


(h)                                 A new Note in principal amount equal to the
unpurchased or unredeemed portion of any Note purchased or redeemed in part
shall be issued in the name of the Holder thereof upon cancellation


 


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of the original Note.  On and
after the purchase or redemption date, unless the Company defaults in payment
of the purchase or Redemption Price, Accreted Value shall cease to accrete or
interest shall cease to accrue, as the case may be, on Notes or portions
thereof purchased or called for redemption.


 


SECTION 1019.                                 Special
Interest Notice.  In the event that
the Company is required to pay Special Interest to Holders of Notes pursuant to
the Registration Rights Agreement, the Company will provide written notice
(“Special Interest Notice”) to the Trustee of its obligation to pay Special
Interest no later than fifteen days prior to the proposed payment date for the
Special Interest, and the Special Interest Notice shall set forth the amount of
Special Interest to be paid by the Company on such payment date.  The Trustee shall not at any time be under
any duty or responsibility to any Holder of Notes to determine the Special
Interest, or with respect to the nature, extent, or calculation of the amount
of Special Interest owed, or with respect to the method employed in such
calculation of the Special Interest.


 


SECTION 1020.                                 Suspension
of Covenants.  (a)  During any period of time that: (1) the Notes
have Investment Grade Ratings from both Rating Agencies and (2) no Default or
Event of Default has occurred and is continuing under this Indenture (the
occurrence of the events described in the foregoing clauses (1) and (2) being
collectively referred to as a “Covenant Suspension Event”), the Company and the
Restricted Subsidiaries shall not be subject to the following provisions of
this Indenture:


 


(A)                              clause (a)(4) of Section 801;


 


(B)                                Section 1007;


 


(C)                                Section 1010;


 


(D)                               Section 1011;


 


(E)                                 Section 1013;


 


(F)                                 Section 1014;


 


(G)                                Section 1015;


 


(H)                               clauses (1)(A) and (2) of Section 1016; and


 


(I)                                    Section 1018;


 


(collectively, the “Suspended
Covenants”).  Upon the occurrence of a
Covenant Suspension Event (the “Suspension Date”), the amount of Excess
Proceeds from Net Proceeds (and Event of Loss Proceeds) shall be set at zero.  In the event that the Company and the
Restricted Subsidiaries are not subject to the Suspended Covenants for any
period of time as a result of the foregoing, and on any subsequent date (the
“Reversion Date”) one or both of the Rating Agencies withdraws its Investment
Grade Rating or downgrades the rating assigned to the notes below an Investment
Grade Rating or a Default or Event of Default occurs and is continuing, then
the Company and the Restricted Subsidiaries shall thereafter again be subject
to the Suspended Covenants with respect to future events.  The period of time between the Suspension
Date and the Reversion Date is referred to in this description as the
“Suspension Period”.  Notwithstanding
that the Suspended Covenants may be reinstated, no Default or Event of Default
shall be deemed to have occurred as a result of a failure to comply with the
Suspended Covenants during the Suspension Period (or upon termination of the
Suspension Period or after that time based solely on events that occurred
during the Suspension Period).


 


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(b)                                 On the Reversion Date, all Indebtedness
incurred, or Disqualified Stock issued, during the Suspension Period shall be
classified to have been incurred or issued pursuant to Sections 1011(a) or
1011(b) (to the extent such Indebtedness or Disqualified Stock would be
permitted to be incurred or issued thereunder as of the Reversion Date and
after giving effect to Indebtedness incurred or issued prior to the Suspension
Period and outstanding on the Reversion Date). 
To the extent such Indebtedness or Disqualified Stock would not be so
permitted to be incurred or issued pursuant to Section 1011(a) or 1011(b), such
Indebtedness or Disqualified Stock shall be deemed to have been outstanding on
the Issue Date, so that it is classified as permitted under Section
1011(b)(3).  Calculations made after the
Reversion Date of the amount available to be made as Restricted Payments under
Section 1010 shall be made as though Section 1010 had been in effect since the
Issue Date and throughout the Suspension Period.  Accordingly, Restricted Payments made during
the Suspension Period shall reduce the amount available to be made as
Restricted Payments under 1010(a).


 


(c)                                  The Company shall give the Trustee prompt
(and in any event not later than five business days after a Covenant Suspension
Event) written notice of any Covenant Suspension Event.  In the absence of such notice, the Trustee
shall assume the Suspended Covenants apply and are in full force and effect.  The Company shall give the Trustee prompt
(and in any event not later than five business days after a Covenant Suspension
Event) written notice of any occurrence of a Reversion Date.  After any such notice of the occurrence of a
Reversion Date, the Trustee shall assume the Suspended Covenants apply and are
in full force and effect.


 


ARTICLE
ELEVEN


 


REDEMPTION
OF NOTES


 


SECTION 1101.                                 Right
of Redemption.  At any time prior to
November 1, 2009, the Company may redeem all or a part of the Notes, upon not
less than 30 nor more than 60 days’ prior notice mailed by first-class mail to
each Holder’s registered address, at a redemption price equal to 100% of the
Accreted Value of Notes redeemed plus the Applicable Premium as of, and accrued
and unpaid interest and Special Interest, if any, to the date of redemption
(the “Redemption Date”), subject to the rights of Holders on the relevant
record date to receive interest due on the relevant interest payment date.


 


On or after November 1, 2009, the Company may redeem
the Notes, in whole or in part, upon not less than 30 nor more than 60 days’
prior notice by first class mail, postage prepaid, with a copy to the Trustee,
to each Holder of Notes to the address of such Holder appearing in the Note
Register at the Redemption Prices (expressed as percentages of principal amount
at maturity thereof) set forth below, plus accrued and unpaid interest thereon
and Special Interest, if any, to the applicable Redemption Date, subject to the
right of Holders of record on the relevant Regular Record Date to receive
interest due on the relevant Interest Payment Date, if redeemed during the
twelve-month period beginning on November 1 of each of the years indicated
below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  105.188

  	
  %

  
	
  2010

  	
   

  	
  103.458

  	
  %

  
	
  2011

  	
   

  	
  101.729

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, prior to November 1, 2007, the Company
may, at its option, redeem up to 35% of the aggregate principal amount at
maturity of Notes issued under this Indenture at a redemption price equal to
110.375% of the Accreted Value thereof at the Redemption Date, plus Special
Interest, if


 


87





















 


any, to the applicable Redemption Date, subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date, with the net cash proceeds of one or
more Equity Offerings of the Company or any direct or indirect parent of the
Company to the extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of the aggregate
principal amount at maturity of Notes originally issued under this Indenture
and any Additional Notes issued under this Indenture after the Issue Date
remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90
days of the date of closing of each such Equity Offering.


 


SECTION 1102.                                 Applicability
of Article.  Redemption of Notes at
the election of the Company or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision
and this Article.


 


SECTION 1103.                                 Election
to Redeem; Notice to Trustee.  The
election of the Company to redeem any Notes pursuant to Section 1101 above
shall be evidenced by a Board Resolution. 
In case of any redemption at the election of the Company, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Notes to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Notes to be redeemed pursuant to Section
1104.


 


SECTION 1104.                                 Selection
by Trustee of Notes to Be Redeemed. 
If less than all of the Notes or such Pari Passu Indebtedness are to be
redeemed at any time, selection of such Notes for redemption, will be made by
the Trustee on a pro rata basis to the extent
practicable; provided that no notes of $1,000
principal amount at maturity or less shall be purchased or redeemed in part.


 


Notices of purchase or redemption shall be mailed by
first class mail, postage prepaid, at least 30 but not more than 60 days before
the purchase or redemption date to each Holder of Notes to be purchased or
redeemed at such Holder’s registered address. 
If any Note is to be purchased or redeemed in part only, any notice of
purchase or redemption that relates to such Note shall state the portion of the
principal amount thereof that has been or is to be purchased or redeemed.


 


A new Note in principal amount equal to the
unpurchased or unredeemed portion of any Note purchased or redeemed in part
will be issued in the name of the Holder thereof upon cancellation of the
original Note.  On and after the purchase
or Redemption Date, unless the Company defaults in payment of the purchase or
Redemption Price, interest shall cease to accrue on notes or portions thereof
purchased or called for redemption.


 


SECTION 1105.                                 Notice
of Redemption.  Notice of redemption
shall be given in the manner provided for in Section 107 not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder to be redeemed.


 


All notices of redemption shall state:


 


(1)                                  the Redemption Date,


 


(2)                                  the Redemption Price and the amount of
accrued interest to the Redemption Date payable as provided in Section 1107, if
any,


 


(3)                                  if less than all Outstanding Notes are to be
redeemed, the identification (and, in the case of a partial redemption, the
principal amounts) of the particular Notes to be redeemed,


 


88





















 


(4)                                  in case any Note is to be redeemed in part
only, the notice which relates to such Note shall state that on and after the
Redemption Date, upon surrender of such Note, the Holder will receive, without
charge, a new Note or Notes of authorized denominations for the principal
amount thereof remaining unredeemed,


 


(5)                                  that on the Redemption Date the Redemption
Price (and accrued interest, if any, to the Redemption Date payable as provided
in Section 1107) will become due and payable upon each such Note, or the
portion thereof, to be redeemed, and that interest thereon will cease to accrue
on and after said date,


 


(6)                                  the place or places where such Notes are to
be surrendered for payment of the Redemption Price and accrued interest, if
any,


 


(7)                                  the name and address of the Paying Agent,


 


(8)                                  that Notes called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price,


 


(9)                                  the “CUSIP” number, ISIN or “Common Code”
number and that no representation is made as to the accuracy or correctness of
the “CUSIP” number, ISIN or “Common Code” number, if any, listed in such notice
or printed on the Notes, and


 


(10)                            the paragraph of the Notes pursuant to which
the Notes are to be redeemed.


 


Notice of redemption of Notes to be redeemed at the
election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company.


 


SECTION 1106.                                 Deposit
of Redemption Price.  Prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and accrued interest and Special Interest, if any, on, all
the Notes which are to be redeemed on that date.


 


SECTION 1107.                                 Notes
Payable on Redemption Date.  Notice
of redemption having been given as aforesaid, the Notes so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein
specified (together with accrued interest and Special Interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Notes
shall cease to bear interest.  Upon surrender
of any such Note for redemption in accordance with said notice, such Note shall
be paid by the Company at the Redemption Price, together with accrued interest
and Special Interest, if any, to the Redemption Date and such Notes shall be
canceled by the Trustee; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Notes, or one or more Predecessor
Notes, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 306.


 


If any Note called for redemption shall not be so
paid upon surrender thereof for redemption, the principal or Accreted Value
(and premium, if any) shall, until paid, bear interest from the Redemption Date
at the rate borne by the Notes.


 


89


















 


SECTION 1108.                                 Notes
Redeemed in Part.  Any Note which is
to be redeemed only in part (pursuant to the provisions of this Article) shall
be surrendered at the office or agency of the Company maintained for such
purpose pursuant to Section 1002 (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder’s attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Note without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Note so
surrendered.


 


ARTICLE TWELVE


 


[RESERVED]


 


ARTICLE THIRTEEN


 


LEGAL DEFEASANCE AND
COVENANT DEFEASANCE


 


SECTION 1301.                                   Company’s
Option to Effect Legal Defeasance or Covenant Defeasance .  The Company may, at its option by Board
Resolution, at any time, with respect to the Notes, elect to have either
Section 1302 or Section 1303 be applied to all Outstanding Notes upon compliance
with the conditions set forth below in this Article Thirteen.


 


SECTION 1302.                                 Legal
Defeasance and Discharge.  Upon the
Company’s exercise under Section 1301 of the option applicable to this Section
1302, each of the Company and the Guarantors, if any, shall be deemed to have
been discharged from its respective obligations with respect to all Outstanding
Notes on the date the conditions set forth in Section 1304 are satisfied
(hereinafter, “Legal Defeasance”).  For
this purpose, such Legal Defeasance means that each of the Company and the
Guarantors, if any, shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Notes, which shall thereafter be
deemed to be “Outstanding” only for the purposes of Section 1305 and the other
Sections of this Indenture referred to in (1) and (2) below, and to have satisfied
all its other obligations under such Notes and this Indenture insofar as such
Notes are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of Outstanding Notes to receive payments in respect of the
Accreted Value of (and premium, if any, on) and interest on such Notes when
such payments are due, solely out of the trust described in Section 1304, (2)
the Company’s obligations with respect to such Notes under Sections 303, 304,
305, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of
the Trustee hereunder, and the obligations of each of the Company and the
Guarantors in connection therewith and (4) this Article Thirteen.  Subject to compliance with this Article
Thirteen, the Company may exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303 with
respect to the Notes.


 


SECTION 1303.                                 Covenant
Defeasance.  Upon the Company’s
exercise under Section 1301 of the option applicable to this Section 1303, each
of the Company and the Guarantors, if any, shall be released from its
respective obligations under any covenant contained in Sections 801, 802 and in
Sections 1005, 1006, 1007 and 1009 through and including 1018 with respect to
the Outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter
be deemed not to be “Outstanding” for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with such


 


90






















 


covenants, but shall continue
to be deemed “Outstanding” for all other purposes hereunder.  For this purpose, such Covenant Defeasance
means that, with respect to the Outstanding Notes, the Company or any Guarantor,
if any, as applicable, may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Sections 501(3),
501(4), 501(5), 501(6), 501(7) and 501(9) and, with respect to only any Significant
Subsidiary and not the Company, Section 501(8), but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby.


 


SECTION 1304.                                 Conditions
to Legal Defeasance or Covenant Defeasance.  The following shall be the conditions to application of either
Section 1302 or Section 1303 to the Outstanding Notes:


 


(1)                                  The Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 608 who shall agree to comply with the provisions of
this Article Thirteen applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to the benefit of the Holders of such Notes; (A) cash in U.S.
dollars, or (B) non-callable Government Securities, or (C) a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, the
Accreted Value of (and premium, if any) and interest on the Outstanding Notes
on the Stated Maturity (or Redemption Date, if applicable) of such Accreted
Value (and premium, if any, or, interest due on the Notes; provided that the Trustee
shall have been irrevocably instructed to apply such cash or the proceeds of
such Government Securities to said payments with respect to the Notes.  Before such a deposit, the Company may give
to the Trustee, in accordance with Section 1103 hereof, a notice of its
election to redeem all of the Outstanding Notes at a future date in accordance
with Article Eleven hereof, which notice shall be irrevocable.  Such irrevocable redemption notice, if
given, shall be given effect in applying the foregoing;


 


(2)                                  in the case of Legal Defeasance, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that, subject to customary
assumptions and exclusions,


 


(A)                              the Company has received from, or there has
been published by, the United States Internal Revenue Service a ruling, or


 


(B)                                since the issuance of the Notes, there has
been a change in the applicable U.S. Federal income tax law,


 


in
either case to the effect that, and based thereon such Opinion of Counsel in
the United States shall confirm that, subject to customary assumptions and
exclusions, the Holders of the Outstanding Notes will not recognize income,
gain or loss for U.S. Federal income tax purposes as a result of such Legal
Defeasance and will be subject to U.S. Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
Legal Defeasance had not occurred;


 


(3)                                  in the case of Covenant Defeasance, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming


 


91






















 


that,
subject to customary assumptions and exclusions, the Holders of the Outstanding
Notes will not recognize income, gain or loss for U.S. Federal income tax
purposes as a result of such Covenant Defeasance and will be subject to such
tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;


 


(4)                                  no Default or Event of Default (other than
that resulting from borrowing funds to be applied to make such deposit) shall
have occurred and be continuing on the date of such deposit;


 


(5)                                  such Legal Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute a default under the
Credit Facilities or any other material agreement or instrument (other than
this Indenture) to which, the Company or any Guarantor, if any, is a party or
by which the Company or any Guarantor, if any, is bound;


 


(6)                                  the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that, as of the date of such
opinion and subject to customary assumptions and exclusions following the
deposit, the trust funds will not be subject to the effect of any applicable
Bankruptcy Law affecting creditors’ rights generally under any applicable U.S.
Federal or state law, and that the Trustee has a perfected security interest in
such trust funds for the ratable benefit of the Holders of the Outstanding
Notes;


 


(7)                                  the Company shall have delivered to the
Trustee an Officers’ Certificate stating that the deposit was not made by the
Company with the intent of defeating, hindering, delaying or defrauding any
creditors of the Company or any Guarantor, if any, or others; and


 


(8)                                  the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel in the United States
(which Opinion of Counsel may be subject to customary assumptions and
exclusions) each stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance, as the case may be, have
been complied with.


 


SECTION 1305.                                 Deposited
Money and Government Securities to Be Held in  Trust; Other Miscellaneous
Provisions.  Subject to the
provisions of the last paragraph of Section 1003, all cash and Government
Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1305, the
“Qualifying Trustee”) pursuant to Section 1304 in respect of the Outstanding
Notes shall be held in trust and applied by the Qualifying Trustee, in
accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Qualifying Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money or Government Securities
need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Qualifying
Trustee against any tax, fee or other charge imposed on or assessed against the
Government Securities deposited pursuant to Section 1304 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding Notes.


 


Anything in this Article Thirteen to the contrary
notwithstanding, the Qualifying Trustee shall deliver or pay to the Company
from time to time upon Company Request any money or Government Securities held
by it as provided in Section 1304 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Qualifying


 


92






















 


Trustee, are in excess of
the amount thereof which would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance, as applicable, in
accordance with this Article.


 


SECTION 1306.                                 Reinstatement.  If the Trustee or any Paying Agent is unable
to apply any money or Government Securities in accordance with Section 1305 by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s and each Guarantor’s, if any, obligations under this Indenture and
the Outstanding Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 1302 or 1303, as the case may be, until such time
as the Trustee or Paying Agent is permitted to apply all such money or
Government Securities in accordance with Section 1305; provided, however,  that
if the Company makes any payment of principal of (or premium, if any) or interest
on any Note following the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or Government Securities held by the Trustee or Paying
Agent.


 


93






















 


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed as of the day and year first above written.


 


 


	
   

  	
  PANAMSAT HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Cuminale

  	
   

  
	
   

  	
   

  	
  Name: James W. Cuminale

  
	
   

  	
   

  	
  Title: Executive Vice President, General
  Counsel and Secretary

  



 






















 


	
   

  	
  THE BANK OF
  NEW YORK,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geovanni Barris

  	
   

  
	
   

  	
   

  	
  Name: Geovanni Barris

  
	
   

  	
   

  	
  Title: Vice President

  



 






















 


Rule 144A/Regulation
S/IAI Appendix


 


PROVISIONS RELATING TO INITIAL NOTES,

PRIVATE EXCHANGE NOTES

AND EXCHANGE NOTES


 


1.                                       Definitions.


 


1.1                                 Definitions.  For the purposes of this
Appendix the following terms shall have the meanings indicated below:


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Temporary
Regulation S Global Note or beneficial interest therein, the rules and
procedures of the Depository for such a Temporary Regulation S Global Note, to
the extent applicable to such transaction and as in effect from time to time.


 


“Definitive Note” means a
certificated Initial Note or Exchange Note or Private Exchange Note bearing, if
required, the appropriate restricted notes legend set forth in Section 2.3(e).


 


“Depositary” means The
Depository Trust Company, its nominees and their respective successors.


 


“Distribution Compliance
Period”, with respect to any Notes, means the period of 40 consecutive days
beginning on and including the later of (i) the day on which such Notes are
first offered to Persons other than distributors (as defined in Regulation S
under the Securities Act) in reliance on Regulation S and (ii) the issue date
with respect to such Notes.


 


“Exchange Notes” means (1)
the 10 3/8% Senior Discount Notes Due 2014 issued pursuant to the
Indenture in connection with a Registered Exchange Offer pursuant to a
Registration Rights Agreement and (2) Additional Notes, if any, issued pursuant
to a registration statement filed with the SEC under the Securities Act.


 


“IAI” means an institutional
“accredited investor”, as defined in Rule 501(a)(1), (2), (3) and (7) of
Regulation D under the Securities Act.


 


“Initial Notes” means (1)
$416,000,000 aggregate principal amount at maturity of 10 3/8% Senior
Discount Notes Due 2014 issued on the Issue Date and (2) Additional Notes, if
any, issued in a transaction exempt from the registration requirements of the
Securities Act.


 


“Initial Purchaser” means
Citigroup Global Markets Inc.


 


“Notes” means the Initial
Notes, the Exchange Notes and the Private Exchange Notes, treated as a single
class.


 


“Notes Custodian” means the
custodian with respect to a Global Notes (as appointed by the Depository), or
any successor Person thereto and shall initially be the Trustee.


 


“Private Exchange” means the
offer by the Company, pursuant to a Registration Rights Agreement, to the
Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange
for


 






















 


the Initial Notes held by
the Initial Purchaser as part of its initial distribution, a like aggregate
principal amount of Private Exchange Notes.


 


“Private Exchange Notes”
means any 10 3/8% Senior Notes Due 2014 issued in connection with a
Private Exchange.


 


“Purchase Agreement” means
(1) with respect to the Initial Notes issued on the Issue Date, the Purchase
Agreement dated September 27, 2004, between the Company and the Initial
Purchaser, and (2) with respect to each issuance of Additional Notes, the
purchase agreement or underwriting agreement among the Company, the Guarantors
and the Persons purchasing such Additional Notes.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Registered Exchange Offer”
means the offer by the Company, pursuant to a Registration Rights Agreement, to
certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange
for the Initial Notes, a like aggregate principal amount of Exchange Notes
registered under the Securities Act.


 


“Registration Rights
Agreement” means (1) with respect to the Initial Notes issued on the Issue
Date, the Registration Rights Agreement dated October 19, 2004, between the
Company and the Initial Purchaser, and (2) with respect to each issuance of
Additional Notes issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any,
among the Company and the Persons purchasing such Additional Notes under the
related Purchase Agreement.


 


“Rule 144A Notes” means all
Notes offered and sold to QIBs in reliance on Rule 144A.


 


“Securities Act” means the
Securities Act of 1933.


 


“Shelf Registration
Statement” means the registration statement issued by the Company in connection
with the offer and sale of Initial Notes or Private Exchange Notes pursuant to
a Registration Rights Agreement.


 


“Transfer Restricted Notes”
means Notes that bear or are required to bear the legend relating to restrictions
on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.


 


1.2                                 Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section:

  	
   

  
	
  “Agent Members”

  	
   

  	
  2.1(b)

  	
   

  
	
  “Global Notes”

  	
   

  	
  2.1(a)

  	
   

  
	
  “IAI Global Note”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Permanent Regulation S Global Note”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Regulation S”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Regulation S Global Note”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Rule 144A”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Rule 144A Global Note”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Temporary Regulation S Global Note”

  	
   

  	
  2.1(a)

  	
   

  



 


2






















 


2.                                       The Notes.


 


2.1


 


(a)  Form
and Dating.  The Initial Notes will
be offered and sold by the Company pursuant to a Purchase Agreement.  The Initial Notes will be resold initially
only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule
144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in
reliance on Regulation S under the Securities Act (“Regulation S”).  Initial Notes may thereafter be transferred
to, among others, QIBs, IAIs and purchasers in reliance on Regulation S,
subject to the restrictions on transfer set forth herein.  Initial Notes initially resold pursuant to
Rule 144A shall be issued initially in the form of one or more permanent global
Notes in definitive, fully registered form (collectively, the “Rule 144A Global
Note”); Initial Notes initially resold to IAIs shall be issued initially in the
form of one or more permanent global Notes in definitive, fully registered form
(collectively, the “IAI Global Note”); and Initial Notes initially resold
pursuant to Regulation S shall be issued initially in the form of one or more
temporary global notes in fully registered form (collectively, the “Temporary
Regulation S Global Note”), in each case without interest coupons and with the
global notes legend and the applicable restricted notes legend set forth in
Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the
Initial Notes represented thereby with the Notes Custodian and registered in
the name of the Depository or a nominee of the Depository, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture.  Except as set forth in this Section 2.1(a),
beneficial ownership interests in the Temporary Regulation S Global Note will
not be exchangeable for interests in the Rule 144A Global Note, the IAI Global
Note, a permanent global note (the “Permanent Regulation S Global Note”, and
together with the Temporary Regulation S Global Note, the “Regulation S Global
Note”) or any other Note prior to the expiration of the Distribution Compliance
Period and then, after the expiration of the Distribution Compliance Period,
may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note
or the Permanent Regulation S Global Note only upon certification in form reasonably
satisfactory to the Trustee that (i) beneficial ownership interests in such
Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S.
persons who purchased such interests in a transaction that did not require registration
under the Securities Act and (ii) in the case of an exchange for an IAI Global
Note, certification that the interest in the Temporary Regulation S Global Note
is being transferred to an institutional “accredited investor” under the
Securities Act that is an institutional accredited investor acquiring the notes
for its own account or for the account of an institutional accredited investor.


 


Beneficial interests in Temporary Regulation S
Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A
Global Notes if (1) such exchange occurs in connection with a transfer of Notes
in compliance with Rule 144A and (2) the transferor of the beneficial interest
in the Temporary Regulation S Global Note or the IAI Global Note, as
applicable, first delivers to the Trustee a written certificate (in a form
satisfactory to the Trustee) to the effect that the beneficial interest in the
Temporary Regulation S Global Note or the IAI Global Note, as applicable, is
being transferred to a Person (a) whom the transferor reasonably believes to be
a QIB, (b) purchasing for its own account or the account of a QIB in a
transaction meeting the requirements of Rule 144A, and (c) in accordance with
all applicable securities laws of the States of the United States and other
jurisdictions.


 


Beneficial interests in Temporary Regulation S
Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI
Global Notes if (1) such exchange occurs in connection with a transfer of the
notes in compliance with an exemption under the Securities Act and (2) the transferor
of the Regulation S Global Note or Rule 144A Global Note, as applicable, first
delivers to the trustee a written certificate (substantially in the form of
Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A
Global Note, as applicable, is being transferred (a) to an “accredited
investor”


 


3






















 


within the meaning of
501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional
investor acquiring the notes for its own account or for the account of such an
institutional accredited investor, in each case in a minimum principal amount
of the notes of $250,000, for investment purposes and not with a view to or for
offer or sale in connection with any distribution in violation of the
Securities Act and (B) in accordance with all applicable securities laws of the
States of the United States and other jurisdictions.


 


Beneficial interests in a Rule 144A Global Note or
an IAI Global Note may be transferred to a Person who takes delivery in the
form of an interest in a Regulation S Global Note, whether before or after the
expiration of the Distribution Compliance Period, only if the transferor first
delivers to the Trustee a written certificate (in the form provided in the
Indenture) to the effect that such transfer is being made in accordance with
Rule 903 or 904 of Regulation S or Rule 144 (if applicable).


 


The Rule 144A Global Note, the IAI Global Note, the
Temporary Regulation S Global Note and the Permanent Regulation S Global Note
are collectively referred to herein as “Global Notes”.  The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by adjustments made on
the records of the Trustee and the Depository or its nominee as hereinafter provided.


 


(b)                                 Book-Entry Provisions. 
This Section 2.1(b) shall apply only to a Global Note deposited with or
on behalf of the Depository.


 


The Company shall execute and the Trustee shall, in
accordance with this Section 2.1(b), authenticate and deliver initially
one or more Global Notes that (a) shall be registered in the name of the
Depository for such Global Note or Global Notes or the nominee of such
Depository and (b) shall be delivered by the Trustee to such Depository or
pursuant to such Depository’s instructions or held by the Trustee as custodian
for the Depository.


 


Members of, or participants in, the Depository
(“Agent Members”) shall have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depository or by the Trustee as the
custodian of the Depository or under such Global Note, and the Company, the
Trustee and any agent of the Company or the Trustee shall be entitled to treat
the Depository as the absolute owner of such Global Note for all purposes
whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between
the Depository and its Agent Members, the operation of customary practices of
such Depository governing the exercise of the rights of a holder of a
beneficial interest in any Global Note.


 


(c)                                  Definitive Notes. 
Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of
beneficial interests in Global Notes shall not be entitled to receive physical
delivery of Definitive Notes.


 


2.2                                 Authentication.  The
Trustee shall authenticate and deliver: (1) on the Issue Date, $416,000,000
aggregate principal amount at maturity of 10 3/8% Senior Discount Notes
Due 2014, (2) any Additional Notes for an original issue in an aggregate
principal amount specified in the written order of the Company pursuant to
Section 202 of the Indenture and (3) Exchange Notes or Private Exchange Notes
for issue only in a Registered Exchange Offer or a Private Exchange,
respectively, pursuant to a Registration Rights Agreement, for a like principal
amount of Initial Notes, in each case upon a written order of the Company
signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company. 
Such order shall specify the amount of the Notes to be authenticated and
the date on which the original issue of Notes is to be authenticated and, in
the case of any issuance of Additional Notes pursuant to Section 313 of the
Indenture, shall certify that such issuance is in compliance with Section 1011
of the Indenture.


 


4






















 


2.3                                 Transfer and Exchange.


 


(a)                                  Transfer and Exchange of Definitive Notes. 
When Definitive Notes are presented to the Registrar with a request:


 


(x)                                   to register the transfer of such Definitive
Notes; or


 


(y)                                 to exchange such Definitive Notes for an
equal principal amount of Definitive Notes of other authorized denominations,


 


the Registrar shall register
the transfer or make the exchange as requested if its reasonable requirements
for such transaction are met; provided, however, that the Definitive
Notes surrendered for transfer or exchange:


 


(i)                                     shall be duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to the Company
and the Registrar, duly executed by the Holder thereof or its attorney duly authorized
in writing; and


 


(ii)                                  if such Definitive Notes are required to bear
a restricted notes legend, they are being transferred or exchanged pursuant to
an effective registration statement under the Securities Act, pursuant to
Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied
by the following additional information and documents, as applicable:


 


(A)                              if such Definitive Notes are being delivered
to the Registrar by a Holder for registration in the name of such Holder,
without transfer, a certification from such Holder to that effect; or


 


(B)                                if such Definitive Notes are being
transferred to the Company, a certification to that effect; or


 


(C)                                if such Definitive Notes are being
transferred (x) pursuant to an exemption from registration in accordance with
Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in
reliance upon another exemption from the requirements of the Securities Act:
(i) a certification to that effect (in the form set forth on the reverse of the
Note) and (ii) if the Company so requests, an opinion of counsel or other
evidence reasonably satisfactory to it as to the compliance with the
restrictions set forth in the legend set forth in Section 2.3(e)(i).


 


(b)                                 Restrictions on Transfer of a Definitive Note
for a Beneficial  Interest
in a Global Note.  A Definitive Note
may not be exchanged for a beneficial interest in a Rule 144A Global Note, an
IAI Global Note or a Permanent Regulation S Global Note except upon
satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive Note, duly endorsed
or accompanied by appropriate instruments of transfer, in form satisfactory to
the Trustee, together with:


 


(i)                                     certification,
in the form set forth on the reverse of the Note, that such Definitive Note is
either (A) being transferred to a QIB in accordance with Rule 144A, (B) being
transferred to an IAI or (C) being transferred after expiration of the
Distribution Compliance Period by a Person who initially purchased such Note in
reliance on Regulation S to a buyer who elects to hold its interest in such
Note in the form of a beneficial interest in the Permanent Regulation S Global
Note; and


 


5






















 


(ii)                                  written
instructions directing the Trustee to make, or to direct the Notes Custodian to
make, an adjustment on its books and records with respect to such Rule 144A
Global Note (in the case of a transfer pursuant to clause (b)(i)(A)), IAI
Global Note (in the case of a transfer pursuant to clause (b)(1)(B)) or
Permanent Regulation S Global Note (in the case of a transfer pursuant to
clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of
the Notes represented by the Rule 144A Global Note, IAI Global Note or
Permanent Regulation S Global Note, as applicable, such instructions to contain
information regarding the Depository account to be credited with such increase,


 


then the Trustee shall
cancel such Definitive Note and cause, or direct the Notes Custodian to cause,
in accordance with the standing instructions and procedures existing between
the Depository and the Notes Custodian, the aggregate principal amount of Notes
represented by the Rule 144A Global Note, IAI Global Note or Permanent
Regulation S Global Note, as applicable, to be increased by the aggregate principal
amount of the Definitive Note to be exchanged and shall credit or cause to be
credited to the account of the Person specified in such instructions a beneficial
interest in the Rule 144A Global Note, IAI Global Note or Permanent Regulation
S Global Note, as applicable, equal to the principal amount of the Definitive
Note so canceled.  If no Rule 144A
Global Notes, IAI Global Notes or Permanent Regulation S Global Notes, as
applicable, are then outstanding, the Company shall issue and the Trustee shall
authenticate, upon written order of the Company in the form of an Officers’
Certificate of the Company, a new Rule 144A Global Note, IAI Global Note or
Permanent Regulation S Global Note, as applicable, in the appropriate principal
amount.


 


(c)                                  Transfer and Exchange of Global Notes.  (i)  The transfer and exchange of Global Notes or
beneficial interests therein shall be effected through the Depository, in
accordance with this Indenture (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Depository therefor.  A transferor of a beneficial interest in a
Global Note shall deliver to the Registrar a written order given in accordance
with the Depository’s procedures containing information regarding the
participant account of the Depository to be credited with a beneficial interest
in the Global Note.  The Registrar
shall, in accordance with such instructions instruct the Depository to credit
to the account of the Person specified in such instructions a beneficial
interest in the Global Note and to debit the account of the Person making the
transfer the beneficial interest in the Global Note being transferred.


 


(ii)                                  If
the proposed transfer is a transfer of a beneficial interest in one Global Note
to a beneficial interest in another Global Note, the Registrar shall reflect on
its books and records the date and an increase in the principal amount of the
Global Note to which such interest is being transferred in an amount equal to
the principal amount of the interest to be so transferred, and the Registrar
shall reflect on its books and records the date and a corresponding decrease in
the principal amount of the Global Note from which such interest is being
transferred.


 


(iii)                               Notwithstanding
any other provisions of this Appendix (other than the provisions set forth in
Section 2.4), a Global Note may not be transferred as a whole except by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor Depository.


 


(iv)                              In
the event that Global Note is exchanged for Definitive Notes to Section 2.4 of this
Appendix, prior to the consummation of a Registered Exchange Offer or the
effectiveness of a Shelf Registration Statement with respect to such Notes,
such Notes may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section 2.3 (including the
certification requirements set forth on the reverse of the Initial Notes intended
to ensure that such transfers


 


6






















 


comply with Rule 144A, Regulation S or
another applicable exemption under the Securities Act, as the case may be) and
such other procedures as may from time to time be adopted by the Company.


 


(d)                                 Restrictions on Transfer of Temporary
Regulation S Global Notes.  During the Distribution Compliance Period,
beneficial ownership interests in Temporary Regulation S Global Notes may only
be sold, pledged or transferred in accordance with the Applicable Procedures
and only (i) to the Company, (ii) in an offshore transaction in accordance with
Regulation S (other than a transaction resulting in an exchange for an interest
in a Permanent Regulation S Global Note), (iii) pursuant to an effective
registration statement under the Securities Act, in each case in accordance
with any applicable securities laws of any State of the United States.


 


(e)                                  Legend.  (i) Except as
permitted by the following paragraphs (ii), (iii) and (iv), each Note
certificate evidencing the Global Notes (and all Notes issued in exchange
therefor or in substitution thereof), in the case of Notes offered otherwise
than in reliance on Regulation S, shall bear a legend in substantially the
following form:


 


THIS
NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THIS NOTE
IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.


 


THE
HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE
COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO
AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 50l(a)(1),(2),(3) OR (7)
UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND,
IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS
THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (VI) IN ACCORDANCE WITH


 


7






















 


ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


Each certificate evidencing a Note offered in
reliance on Regulation S shall, in addition to the foregoing, bear a legend in
substantially the following form:


 


THIS
NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS.  TERMS
USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES
ACT.


 


Each Definitive Note shall also bear the following
additional legend:


 


IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.


 


(ii)                                  Upon
any sale or transfer of a Transfer Restricted Note (including any Transfer
Restricted Note represented by a Global Note) pursuant to Rule 144 under the
Securities Act, the Registrar shall permit the transferee thereof to exchange
such Transfer Restricted Note for a certificated Note that does not bear the
legend set forth above and rescind any restriction on the transfer of such Transfer
Restricted Note, if the transferor thereof certifies in writing to the
Registrar that such sale or transfer was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Note).


 


(iii)                               After
a transfer of any Initial Notes or Private Exchange Notes pursuant to and
during the period of the effectiveness of a Shelf Registration Statement with
respect to such Initial Notes or Private Exchange Notes, as the case may be,
all requirements pertaining to legends on such Initial Note or such Private
Exchange Note will cease to apply, the requirements requiring any such Initial
Note or such Private Exchange Note issued to certain Holders be issued in
global form will cease to apply, and a certificated Initial Note or Private
Exchange Note or an Initial Note or Private Exchange Note in global form, in
each case without restrictive transfer legends, will be available to the
transferee of the Holder of such Initial Notes or Private Exchange Notes upon
exchange of such transferring Holder’s certificated Initial Note or Private
Exchange Note or directions to transfer such Holder’s interest in the Global
Note, as applicable.


 


(iv)                              Upon
the consummation of a Registered Exchange Offer with respect to the Initial
Notes, all requirements pertaining to such Initial Notes that Initial Notes
issued to certain Holders be issued in global form will still apply with
respect to Holders of such Initial Notes that do not exchange their Initial
Notes, and Exchange Notes in certificated or global form, in each case without
the restricted notes legend set forth in Exhibit 1 hereto will be available to
Holders that exchange such Initial Notes in such Registered Exchange Offer.


 


8






















 


(v)                                 Upon
the consummation of a Private Exchange with respect to the Initial Notes, all
requirements pertaining to such Initial Notes that Initial Notes issued to
certain Holders be issued in global form will still apply with respect to
Holders of such Initial Notes that do not exchange their Initial Notes, and
Private Exchange Notes in global form with the global notes legend and the
applicable restricted notes legend set forth in Exhibit 1 hereto will be
available to Holders that exchange such Initial Notes in such Private Exchange.


 


(f)                                    Cancellation or Adjustment of Global Note.  At
such time as all beneficial interests in a Global Note have either been
exchanged for Definitive Notes, redeemed, purchased or canceled, such Global
Note shall be returned to the Depository for cancellation or retained and
canceled by the Trustee.  At any time
prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for certificated Notes, redeemed, purchased or canceled, the
principal amount of Notes represented by such Global Note shall be reduced and
an adjustment shall be made on the books and records of the Trustee (if it is
then the Notes Custodian for such Global Note) with respect to such Global
Note, by the Trustee or the Notes Custodian, to reflect such reduction.


 


(g)                                 No Obligation of the Trustee.  (i)  The Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Note, a member of, or a
participant in the Depository or other Person with respect to the accuracy of
the records of the Depository or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Notes or with respect to
the delivery to any participant, member, beneficial owner or other Person
(other than the Depository) of any notice (including any notice of redemption)
or the payment of any amount, under or with respect to such Notes.  All notices and communications to be given
to the Holders and all payments to be made to Holders under the Notes shall be
given or made only to or upon the order of the registered Holders (which shall
be the Depository or its nominee in the case of a Global Note).  The rights of beneficial owners in any
Global Note shall be exercised only through the Depository subject to the
applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its members, participants
and any beneficial owners.


 


(ii)                                  The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Depository participants, members or
beneficial owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so
if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.


 


2.4                                 Definitive Notes. 
(a)  A Global Note deposited with
the Depository or with the Trustee as Notes Custodian for the Depository
pursuant to Section 2.1 shall be transferred to the beneficial owners thereof
in the form of Definitive Notes in an aggregate principal amount equal to the
principal amount of such Global Note, in exchange for such Global Note, only if
such transfer complies with Section 2.3 hereof and (i) the Depository notifies
the Company that it is unwilling or unable to continue as Depository for such
Global Note and the Depository fails to appoint a successor depository or if at
any time such Depository ceases to be a “clearing agency” registered under the
Exchange Act, in either case, and a successor depository is not appointed by
the Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing.


 


(b)                                 Any Global Note that is transferable to the
beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by
the Depository to the Trustee located at its principal corporate trust office
in the Borough of Manhattan, The City of New York, to be so transferred, in
whole or from


 


9






















 


time to time in part,
without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations.  Any portion of a Global Note transferred
pursuant to this Section 2.4 shall be executed, authenticated and delivered
only in denominations of $1,000 principal amount at maturity and any integral
multiple thereof and registered in such names as the Depository shall
direct.  Any Definitive Note delivered
in exchange for an interest in the Transfer Restricted Note shall, except as otherwise
provided by Section 2.3(e) hereof, bear the applicable restricted notes legend
and definitive notes legend set forth in Exhibit 1 hereto.


 


(c)                                  Subject to the provisions of Section 2.4(b)
hereof, the registered Holder of a Global Note shall be entitled to grant
proxies and otherwise authorize any Person, including Agent Members and Persons
that may hold interests through Agent Members, to take any action which a
Holder is entitled to take under this Indenture or the Notes.


 


(d)                                 In the event of the occurrence of one of the
events specified in Section 2.4(a) hereof, the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Notes in definitive,
fully registered form without interest coupons.  In the event that such Definitive Notes are not issued, the
Company expressly acknowledges, with respect to the right of any Holder to
pursue a remedy pursuant to this Indenture, including pursuant to Section 507,
the right of any beneficial owner of Notes to pursue such remedy with respect
to the portion of the Global Note that represents such beneficial owner’s Notes
as if such Definitive Notes had been issued.


 


10






















 


EXHIBIT 1


 


to Rule
144A/Regulation
S/IAI Appendix


 


[FORM OF FACE OF INITIAL NOTE]


 


[Global Notes Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.,
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


[[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS
AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE
OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE
SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A
THEREUNDER.]


 


[Restricted Notes Legend for Notes Offered Otherwise

than in Reliance on Regulation S]


 


THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.


 


THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF
THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH
TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING


 






















 


CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT,
(IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


[Restricted Notes Legend for Notes Offered in Reliance on Regulation S]


 


THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS.  TERMS USED ABOVE HAVE THE
MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


[Temporary Regulation S Global Note Legend]


 


EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE
FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE
REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A
LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY
DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM
REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED
EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A
TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE
PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL
NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE
THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.  HOLDERS OF INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF
THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.


 


2






















 


AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE
PERIOD BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE
EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE
OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A
AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE
TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE
EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.


 


AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE
PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE
EXCHANGED FOR INTERESTS IN AN IAI GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS
IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH AN EXEMPTION
UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE
FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO
THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING
TRANSFERRED (A) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE
50l(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.


 


BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE OR
AN IAI GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE
FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER
THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE
TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM
ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN
ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).


 


[Definitive Notes Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


3






















 


	
  No.                     

  	
   

  	
  $                    

  



 


10 3/8% Senior Discount Notes Due 2014


 


THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF
SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.  FOR INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND THE YIELD TO MATURITY, YOU SHOULD
SUBMIT A WRITTEN REQUEST FOR IT TO THE COMPANY AT THE COMPANY’S ADDRESS
SPECIFIED IN THE INDENTURE.


 


PanAmSat Holding Corporation, a Delaware
corporation, promises to pay to
                                        ,
or registered assigns, the principal sum of
                                                           
Dollars on November 1, 2014.


 


Interest Payment Dates: May 1 and November 1.


 


Record Dates: April 15 and October 15.


 


Additional provisions of this Note are set forth on
the other side of this Note.


 


Dated:


 


 


	
   

  	
  PANAMSAT HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  TRUSTEE’S CERTIFICATE OF

  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK

  as Trustee, certifies

  	
   

  
	
  that this is one of

  	
   

  
	
  the Notes referred

  	
   

  
	
  to in the Indenture.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  
				



 






















 


[FORM OF REVERSE SIDE OF INITIAL NOTE]


 


10 3/8% Senior Discount Note Due 2014


 


1.                                       Principal and Interest.


 


The Company will pay the principal amount at
maturity of this Note on November 1, 2014.


 


The Notes have an initial accreted value of $601.03
per $1,000 principal amount at maturity. 
Prior to November 1, 2009, interest on this Note will accrue in the
form of an increase in the Accreted Value of this Note, and no cash interest
shall be paid.  The Accreted Value of
this Note will increase from the date of issuance until November 1, 2009
at a rate of 10 3/8% per annum  compounded semi-annually as provided in
the definition of “Accreted Value” in the Indenture such that the Accreted
Value will equal the principal amount at maturity on November 1,
2009.  The Company shall pay cash
interest semi-annually on May 1 and November 1 of each year,
commencing May 1, 2010.  Cash
interest on the Notes shall accrue from the most recent date to which interest
has been paid or duly provided for or, if no interest has been paid or duly
provided for, from and including November 1, 2009 until the principal hereof is
due.  Interest shall be computed on the
basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate
borne by the Notes, and it shall pay interest on overdue installments of interest
at the same rate to the extent lawful.


 


The Holder of this Note is entitled to the benefits
of the Exchange and Registration Rights Agreement, dated October 19, 2004,
among the Company and the Initial Purchaser named therein (the “Registration
Rights Agreement”).


 


2.                                       Method of Payment.


 


The Company will pay interest (except defaulted
interest) on the principal amount of the Notes on each May 1 and November 1 to
the Persons who are Holders (as reflected in the Note Register at the close of
business on April 15 and October 15 immediately preceding the Interest Payment
Date), in each case, even if the Note is cancelled on registration of transfer
or registration of exchange after such Regular Record Date; provided that,
with respect to the payment of principal, the Company will make payment to the
Holder that surrenders this Note to any Paying Agent on or after November 1,
2014.


 


The Company will pay principal or Accreted Value
(premium, if any) and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts.  However, the Company may pay principal or
Accreted Value (premium, if any) and interest by its check payable in such
money.  The Company may pay interest on
the Notes either (a) by mailing a check for such interest to a Holder’s
registered address (as reflected in the Note Register) or (b) by wire transfer
to an account located in the United States maintained by the payee.  If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.


 


3.                                       Paying Agent and Note Registrar.


 


Initially, The Bank of New York, a New York banking
corporation (the “Trustee”), will act as Paying Agent and Note Registrar.  The Company may change any Paying Agent or
Note Registrar upon written notice thereto. 
The Company, any Subsidiary or any Affiliate of any of them may act as
Paying Agent, Note Registrar or co-registrar.


 


2






















 


4.                                       Indenture.


 


The Company issued the Notes under an Indenture
dated as of October 19, 2004 (the “Indenture”), between the Company and the
Trustee.  Capitalized terms herein are
used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.  The Notes are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture,
the terms of the Indenture shall control.


 


The Notes are unsecured senior obligations of the
Company.  The Indenture does not limit
the aggregate principal amount of the Notes.


 


5.                                       Redemption.


 


Optional Redemption.  At
any time prior to November 1, 2009, the Company may redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the Accreted Value of Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest and Special Interest, if any,
to, the Redemption Date, subject to the rights of Holders of Notes on the
relevant record date to receive interest due on the relevant interest payment
date.


 


On and after November 1, 2009, the Company may
redeem the Notes, in whole or in part, upon not less than 30 nor more than 60
days’ prior notice by first-class mail, postage prepaid, with a copy to the
Trustee, to each Holder of Notes to the address of such Holder appearing in the
Note Register at the Redemption Prices (expressed as percentages of principal
amount at maturity thereof) set forth below, plus accrued and unpaid interest
thereon and Special Interest, if any, to the applicable Redemption Date,
subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date, if redeemed during
the twelve-month period beginning on November 1 of each of the years indicated
below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  105.188

  	
  %

  
	
  2010

  	
   

  	
  103.458

  	
  %

  
	
  2011

  	
   

  	
  101.729

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, prior to November 1, 2007, the Company
may, at its option, redeem up to 35% of the aggregate principal amount at
maturity of Notes issued under the Indenture at a redemption price equal to
110.375% of the Accreted Value thereof at the Redemption Date plus Special Interest,
if any, to the applicable Redemption Date, subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date, with the net cash proceeds of one or more Equity
Offerings of the Company or any direct or indirect parent of the Company to the
extent such net cash proceeds are contributed to the Company; provided that
at least 65% of the sum of the aggregate principal amount at maturity of Notes
originally issued under the Indenture remains outstanding immediately after the
occurrence of each such redemption; provided further that each such redemption
occurs within 90 days of the date of closing of each such Equity Offering.


 


3






















 


6.                                       Repurchase upon a Change of Control and Asset
Sales.


 


Upon the occurrence of (a) a Change of Control, the
Holders of the Notes will have the right to require that the Company purchase
such Holder’s outstanding Notes, in whole or in part, at a purchase price of
101% of the Accreted Value thereof, plus Special Interest, if any, to the date
of purchase, and (b) Asset Sales or receipt by the Company of any Event of Loss
Proceeds, the Company may be obligated to make offers to purchase Notes and
Pari Passu Indebtedness with a portion of the Net Proceeds of such Asset Sales
or such Event of Loss Proceeds at a redemption price of 100% of the Accreted
Value thereof.


 


7.                                       Denominations; Transfer; Exchange.


 


The Notes are in registered form without coupons in
denominations of $1,000 principal amount at maturity and whole multiples of
$1,000.  A Holder may transfer or
exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture.  The Note Registrar need not register the
transfer or exchange of any Notes selected for redemption (except, in the case
of a Note to be redeemed in part, the portion of the Note not to be redeemed)
or any Notes for a period of 15 days before a selection of Notes to be redeemed
or 15 days before an interest payment date.


 


8.                                       Persons Deemed Owners.


 


A registered Holder may be treated as the owner of a
Note for all purposes.


 


9.                                       Unclaimed Money.


 


If money for the payment of principal (premium, if
any) or interest remains unclaimed for two years, the Trustee and the Paying
Agent will pay the money back to the Company at its written request.  After that, Holders entitled to the money must
look to the Company for payment, unless an abandoned property law designates
another Person, and all liability of the Trustee and such Paying Agent with
respect to such money shall cease.


 


10.                                 Discharge and Defeasance Prior to Redemption
or Maturity.


 


If the Company irrevocably deposits, or causes to be
deposited, with the Trustee money or Government Securities sufficient to pay
the then outstanding principal of (premium, if any) and accrued interest on the
Notes (a) to Redemption or Maturity Date, the Company will be discharged from
its obligations under the Indenture and the Notes, except in certain circumstances
for certain covenants thereof, and (b) to the Stated Maturity, the Company will
be discharged from certain covenants set forth in the Indenture.


 


11.                                 Amendment; Supplement; Waiver.


 


Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Outstanding Notes, and
any existing Default or compliance with any provision may be waived with the consent
of the Holders of a majority in aggregate principal amount of the Outstanding
Notes.  Without notice to or the consent
of any Holder, the parties thereto may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency and
make any change that does not adversely affect the rights of any Holder.


 


4






















 


12.                                 Restrictive Covenants.


 


The Indenture contains certain covenants, including
covenants with respect to the following matters: (i) Restricted Payments; (ii)
Incurrence of Indebtedness and Issuance of Disqualified Stock; (iii) Liens;
(iv) transactions with Affiliates; (v) dividend and other payment restrictions
affecting Restricted Subsidiaries; (vi) guarantees of Indebtedness by
Restricted Subsidiaries; (vii) Sale and Lease-Back Transactions; (viii) merger
and certain transfers of assets; (ix) purchase of Notes upon a Change in
Control; and (x) disposition of proceeds of Asset Sales.  Within 120 days (or the successor time
period then in effect under the rules and regulations of the Exchange Act)
after the end of each fiscal year, the Company must report to the Trustee on compliance
with such limitations.


 


13.                                 Successor Persons.


 


When a successor Person or other entity
assumes all the obligations of its predecessor under the Notes and the
Indenture, the predecessor Person will be released from those obligations.


 


14.                                 Remedies for Events of Default.


 


If an Event of Default, as defined in the Indenture,
occurs and is continuing, the Trustee or the Holders of at least 30% in principal
amount at maturity of the Outstanding Notes may declare all the Notes to be
immediately due and payable.  If a bankruptcy
or insolvency default with respect to the Company or any of its Significant
Subsidiaries occurs and is continuing, the Notes automatically become
immediately due and payable.  Subject to
the provisions of the Indenture relating to the duties of the Trustee, in case
an Event of Default occurs and is continuing, the Trustee shall be under no
obligation to exercise any rights or powers under the Indenture at the request
or direction of any of the Holders of the Notes unless such Holders have
offered to the Trustee reasonable indemnity or security against any loss,
liability or expense.  Subject to
certain restrictions, the Holders of a majority in principal amount of the outstanding
Notes are given the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any
trust or power conferred on the Trustee. 
The Trustee, however, may refuse to follow any direction that conflicts
with law or the Indenture or that the Trustee determines is unduly prejudicial
to the rights of any other Holder of a Note or that would involve the Trustee
in personal liability.


 


15.                                 Trustee
Dealings with Company.


 


The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may make
loans to, accept deposits from, perform services for, and otherwise deal with,
the Company and its Affiliates as if it were not the Trustee.


 


16.                                 Authentication.


 


This Note shall not be valid until the Trustee signs
the certificate of authentication on the other side of this Note.


 


5






















 


17.                                 Abbreviations.


 


Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (=joint tenants with right of survivorship and not
as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).


 


18.                                 CUSIP Numbers.


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.


 


19.                                 Holders’ Compliance with the Registration
Rights Agreement.


 


Each Holder of a Note, by acceptance hereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including the obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.


 


20.                                 Governing Law.


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture.  Requests may be made to PanAmSat Corporation, 20 Westport Road,
Wilton, Connecticut 06897, Attention: General Counsel.


 


Capitalized terms used herein but not defined herein
shall have the meanings given to such terms in the Indenture.


 


6






















 


ASSIGNMENT
FORM


 


To assign this Note, fill in
the form below:


 


I or we assign and transfer
this Note to


 


(Print
or type assignee’s name, address and zip code)


 


(Insert
assignee’s soc.  sec.  or tax I.D. 
No.)


 


and irrevocably appoint
                       
agent to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.


 


 


	
  Date: 

  	
   

  	
   

  	
  Your Signature:

  	
   

  



 


 


Sign exactly as your name
appears on the other side of this Note.


 


In connection with any
transfer of any of the Notes evidenced by this certificate occurring prior to
the expiration of the period referred to in Rule 144(k) under the Securities
Act after the later of the date of original issuance of such Notes and the last
date, if any, on which such Notes were owned by the Company or any Affiliate of
the Company, the undersigned confirms that such Notes are being transferred in
accordance with its terms:


 


	
  CHECK
  ONE BOX BELOW to the Company; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  to
  the Company; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  o

  	
   

  	
  Pursuant
  to an effective registration statement under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  o

  	
   

  	
  inside
  the United States to a “qualified institutional buyer” (as defined in Rule
  144A under the Securities Act of 1933) that purchases for its own account or
  for the account of a qualified institutional buyer to whom notice is given
  that such transfer is being made in reliance on Rule 144A, in each case
  pursuant to and in compliance with Rule 144A under the Securities Act of
  1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (3)

  	
  o

  	
   

  	
  outside
  the United States in an offshore transaction within the meaning of Regulation
  S under the Securities Act in compliance with Rule 904 under the Securities
  Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (4)

  	
  o

  	
   

  	
  pursuant
  to the exemption from registration provided by Rule 144 under the Securities
  Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (5)

  	
  o

  	
   

  	
  to
  an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3)
  or (7) under the Securities Act of 1933) that has furnished to the Trustee a
  signed letter containing certain representations and agreements relating to
  the transfer of

  



 






















 


	
   

  	
   

  	
   

  	
   

  	
  this
  Note (the form of which can be obtained from the Trustee) and, if such transfer
  is in respect of an aggregate principal amount of notes less than $250,000,
  an opinion of counsel acceptable to the Company that such transfer is in compliance
  with the Securities Act.

  



 


Unless one of the boxes is
checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any person other than the registered holder thereof;
provided,
however,
that if box (4) is checked, the Trustee shall be entitled to require, prior to
registering any such transfer of the Notes, such legal opinions, certifications
and other information as the Company has reasonably requested to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act of 1933,
such as the exemption provided by Rule 144 under such Act.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed

  	
  Signature

  
					



 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Notes Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Notes Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 


2






















 


TO BE
COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
“qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Notice:

  	
  To
  be executed by an executive officer

  



 


3






















 


[TO BE
ATTACHED TO GLOBAL NOTES]


 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The following increases or decreases in this Global
Note have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of
  de-

  crease in Principal

  amount of this

  Global Note

  	
   

  	
  Amount of
  in-

  crease in Principal

  amount of this

  Global Note

  	
   

  	
  Principal
  amount

  of this Global Note

  following such

  decrease or in-

  crease

  	
   

  	
  Signature
  of

  authorized officer

  of Trustee or

  Notes Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4






















 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 1017 or 1018 of the Indenture, check the
box:  o


 


o  If
you want to elect to have only part of this Note purchased by the Company pursuant
to Section 1017 or 1018 of the Indenture, state the amount in principal amount:
$


 


	
  Dated:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the

  other side of this Note.)

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  	
   

  
							



 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Notes Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Notes Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


5



















EXHIBIT 2


to Rule 144A/Regulation S/IAI Appendix


 


Form of


Transferee
Letter of Representation


 


PanAmSat
Holding Corporation

20 Westport Road

Wilton, Connecticut 06897


 


In
care of

[             ]


[             ]


[             ]


 


Ladies
and Gentlemen:


 


This certificate is delivered to request a transfer
of $                  
principal amount at maturity of the 10 3/8% Senior Discount Notes Due 2014
(the “Notes”) of PanAmSat Holding Corporation, a Delaware corporation (the “Company”).


 


Upon transfer, the Notes would be registered in the
name of the new beneficial owner as follows:


 


Name:


 


Address:


 


Taxpayer
ID Number:


 


The undersigned represents and warrants to you that:


 


1.                                       We are an institutional “accredited investor”
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
1933, as amended (the “Securities Act”)), purchasing for our own account or for
the account of such an institutional “accredited investor” at least $250,000
principal amount of the Notes, and we are acquiring the Notes not with a view
to, or for offer or sale in connection with, any distribution in violation of
the Securities Act.  We have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we invest
in or purchase securities similar to the Notes in the normal course of our
business.  We, and any accounts for which
we are acting, are each able to bear the economic risk of our or its investment.


 


2.                                       We understand that the Notes have not been
registered under the Securities Act and, unless so registered, may not be sold
except as permitted in the following sentence. 
We agree on our own behalf and on behalf of any investor account for
which we are purchasing Notes to offer, sell or otherwise transfer such Notes
prior to the date that is two years after the later of the date of original
issue and the last date on which the Company or any affiliate of the Company
was the owner of such Notes (or any predecessor thereto) (the “Resale
Restriction Termination Date”) only (i) to the Company, (ii) in the United
States to a person who the seller reasonably believes is a qualified
institutional buyer in a transaction


 





















 


meeting the requirements of
Rule 144A, (iii) to an institutional “accredited investor” within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an
institutional accredited investor purchasing for its own account or for the
account of an institutional accredited investor, in each case in a minimum principal
amount of the Notes of $250,000, (iv) outside the United States in a
transaction complying with the provisions of Rule 904 under the Securities Act,
(v) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 (if available) or (vi) pursuant to an effective
registration statement under the Securities Act, in each of cases (i) through
(vi) subject to any requirement of law that the disposition of our property or
the property of such investor account or accounts be at all times within our or
their control and in compliance with any applicable state securities laws.  The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date.  If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (iii) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act and that it is acquiring such Notes for
investment purposes and not for distribution in violation of the Securities
Act.  Each purchaser acknowledges that
the Company and the Trustee reserve the right prior to the offer, sale or other
transfer prior to the Resale Restriction Termination Date of the Notes pursuant
to clause (iii), (iv) or (v) above to require the delivery of an opinion of
counsel, certifications or other information satisfactory to the Company and
the Trustee.


 


	
   

  	
  TRANSFEREE:                                                                 ,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  	
   

  



 


2





















 


EXHIBIT A


 


[FORM OF
FACE OF EXCHANGE NOTE

OR PRIVATE EXCHANGE NOTE] */**/


 










*/
[If the Note is to be issued in global form add the Global Notes Legend from
Exhibit 1 to Appendix A and the attachment from such Exhibit I captioned “[TO
BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.”


 


**/
[If the Note is a Private Exchange Note issued in a Private Exchange to an
Initial Purchaser holding an unsold portion of its initial allotment, add the
Restricted Notes Legend from Exhibit 1 to Appendix A and replace the Assignment
Form included in this Exhibit A with the Assignment Form included in such
Exhibit 1.]


 


A-1





















 


	
  No.                              

  	
  $                                     

  



 


10 3/8%
SENIOR DISCOUNT NOTES DUE 2014


 


THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF
SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.  FOR INFORMATION REGARDING THE ISSUE
PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND THE YIELD TO
MATURITY, YOU SHOULD SUBMIT A WRITTEN REQUEST FOR IT TO THE COMPANY AT THE
COMPANY’S ADDRESS SPECIFIED IN THE INDENTURE.


 


PanAmSat Holding Corporation, a Delaware
corporation, promises to pay to                                         ,
or registered assigns, the principal sum of                              
Dollars on November 1, 2014.


 


Interest Payment Dates: May 1 and November 1.


 


Record Dates: April 15 and October 15.


 


Additional provisions of this Note are set forth on
the other side of this Note.


 


Dated:


 


	
   

  	
  PANAMSAT HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  TRUSTEE’S CERTIFICATE OF

  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK

  as Trustee, certifies

  	
   

  
	
  that this is one of

  	
   

  
	
  the Notes referred

  	
   

  
	
  to in the Indenture.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  
				



 





















 


[FORM OF
REVERSE SIDE OF EXCHANGE NOTE

OR PRIVATE EXCHANGE NOTE]


 


10 3/8%
SENIOR DISCOUNT NOTE DUE 2014


 


1.                                       Principal and Interest.


 


The Company will pay the principal amount at
maturity of this Note on November 1, 2014.


 


The Notes have an initial accreted value of $601.03
per $1,000 principal amount at maturity. 
Prior to November 1, 2009, interest on this Note will accrue in the
form of an increase in the Accreted Value of this Note, and no cash interest
shall be paid.  The Accreted Value of
this Note will increase from the date of issuance until November 1, 2009
at a rate of 10 3/8% per annum compounded
semi-annually as provided in the definition of “Accreted Value” in the
Indenture such that the Accreted Value will equal the principal amount at
maturity on November 1, 2009.  The
Company shall pay cash interest semi-annually on May 1 and November 1
of each year, commencing May 1, 2010. 
Cash interest on the Notes shall accrue from the most recent date to
which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for, from and including November 1, 2009 until the principal
hereof is due.  Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue
principal at the rate borne by the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.


 


The Holder of this Note is entitled to the benefits
of the Exchange and Registration Rights Agreement, dated October 19, 2004,
among the Company and the Initial Purchaser named therein (the “Registration
Rights Agreement”).


 


2.                                       Method of Payment.


 


The Company will pay interest (except defaulted
interest) on the principal amount of the Notes on each May 1 and November 1 to
the Persons who are Holders (as reflected in the Note Register at the close of
business on April 15 and October 15 immediately preceding the Interest Payment
Date), in each case, even if the Note is cancelled on registration of transfer
or registration of exchange after such Regular Record Date; provided that, with respect to the payment of principal, the
Company will make payment to the Holder that surrenders this Note to any Paying
Agent on or after November 1, 2014.


 


The Company will pay principal or Accreted Value
(premium, if any) and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts.  However, the Company may pay principal or
Accreted Value (premium, if any) and interest by its check payable in such
money.  The Company may pay interest on
the Notes either (a) by mailing a check for such interest to a Holder’s registered
address (as reflected in the Note Register) or (b) by wire transfer to an account
located in the United States maintained by the payee.  If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.


 


3.                                       Paying Agent and Note Registrar.


 


Initially, The Bank of New York, a New York banking
corporation (the “Trustee”), will act as Paying Agent and Note Registrar.  The Company may change any Paying Agent or
Note Registrar upon written notice thereto. 
The Company, any Subsidiary or any Affiliate of any of them may act as
Paying Agent, Note Registrar or co-registrar.


 


A-2





















 


4.                                       Indenture.


 


The Company issued the Notes under an Indenture
dated as of October 19, 2004 (the “Indenture”), between the Company and the
Trustee.  Capitalized terms herein are
used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.  The Notes are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in
the event of any inconsistency between the terms of this Note and the terms of
the Indenture, the terms of the Indenture shall control.


 


The Notes are unsecured senior obligations of the
Company.  The Indenture does not limit
the aggregate principal amount of the Notes.


 


5.                                       Redemption.


 


Optional Redemption.  At
any time prior to November 1, 2009, the Company may redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the Accreted Value of Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest and Special Interest, if any,
to, the Redemption Date, subject to the rights of Holders of Notes on the
relevant record date to receive interest due on the relevant interest payment
date.


 


On and after November 1, 2009, the Company may
redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’
prior notice by first-class mail, postage prepaid, with a copy to the Trustee,
to each Holder of Notes to the address of such Holder appearing in the Note
Register at the Redemption Prices (expressed as percentages of principal amount
at maturity thereof) set forth below, plus accrued and unpaid interest thereon
and Special Interest, if any, to the applicable Redemption Date, subject to the
right of Holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date, if redeemed during the twelve-month
period beginning on November 1 of each of the years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  105.188

  	
  %

  
	
  2010

  	
   

  	
  103.458

  	
  %

  
	
  2011

  	
   

  	
  101.729

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, prior to November 1, 2007, the Company
may, at its option, redeem up to 35% of the aggregate principal amount at
maturity of Notes issued under the Indenture at a redemption price equal to
110.375% of the Accreted Value thereof at the Redemption Date plus Special
Interest, if any, to the applicable Redemption Date, subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date, with the net cash proceeds of one or more Equity
Offerings of the Company or any direct or indirect parent of the Company to the
extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of the aggregate
principal amount at maturity of Notes originally issued under the Indenture
remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90
days of the date of closing of each such Equity Offering.


 


A-3





















 


6.                                       Repurchase upon a Change of Control and Asset
Sales.


 


Upon the occurrence of (a) a Change of Control, the
Holders of the Notes will have the right to require that the Company purchase
such Holder’s outstanding Notes, in whole or in part, at a purchase price of
101% of the Accreted Value thereof and Special Interest, if any, to the date of
purchase and (b) Asset Sales or receipt by the Company of any Event of Loss
Proceeds, the Company may be obligated to make offers to purchase Notes and
Pari Passu Indebtedness with a portion of the Net Proceeds of such Asset Sales
or such Event of Loss Proceeds at a redemption price of 100% of the Accreted
Value thereof.


 


7.                                       Denominations; Transfer; Exchange.


 


The Notes are in registered form without coupons in
denominations of $1,000 principal amount at maturity and whole multiples of
$1,000.  A Holder may transfer or
exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the
Indenture.  The Note Registrar need not
register the transfer or exchange of any Notes selected for redemption (except,
in the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or any Notes for a period of 15 days before a selection of Notes to
be redeemed or 15 days before an interest payment date.


 


8.                                       Persons Deemed Owners.


 


A registered Holder may be treated as the owner of a
Note for all purposes.


 


9.                                       Unclaimed Money.


 


If money for the payment of principal (premium, if
any) or interest remains unclaimed for two years, the Trustee and the Paying
Agent will pay the money back to the Company at its written request.  After that, Holders entitled to the money
must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.


 


10.                                 Discharge and Defeasance Prior to Redemption
or Maturity.


 


If the Company irrevocably deposits, or causes to be
deposited, with the Trustee money or Government Securities sufficient to pay
the then outstanding principal of (premium, if any) and accrued interest on the
Notes (a) to Redemption or Maturity Date, the Company will be discharged from
its obligations under the Indenture and the Notes, except in certain circumstances
for certain covenants thereof, and (b) to the Stated Maturity, the Company will
be discharged from certain covenants set forth in the Indenture.


 


11.                                 Amendment; Supplement; Waiver.


 


Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Outstanding Notes, and
any existing Default or compliance with any provision may be waived with the consent
of the Holders of a majority in aggregate principal amount of the Outstanding
Notes.  Without notice to or the consent
of any Holder, the parties thereto may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency and
make any change that does not adversely affect the rights of any Holder.


 


A-4





















 


12.                                 Restrictive Covenants.


 


The Indenture contains certain covenants, including
covenants with respect to the following matters: (i) Restricted Payments; (ii)
Incurrence of Indebtedness and Issuance of Disqualified Stock; (iii) Liens;
(iv) transactions with Affiliates; (v) dividend and other payment restrictions
affecting Restricted Subsidiaries; (vi) guarantees of Indebtedness by
Restricted Subsidiaries; (vii) Sale and Lease-Back Transactions; (viii) merger
and certain transfers of assets; (ix) purchase of Notes upon a Change in
Control; and (x) disposition of proceeds of Asset Sales.  Within 120 days (or the successor time period
then in effect under the rules and regulations of the Exchange Act) after the
end of each fiscal year, the Company must report to the Trustee on compliance
with such limitations.


 


13.                                 Successor Persons.


 


When a successor Person or other entity assumes all
the obligations of its predecessor under the Notes and the Indenture, the
predecessor Person will be released from those obligations.


 


14.                                 Remedies for Events of Default.


 


If an Event of Default, as defined in the Indenture,
occurs and is continuing, the Trustee or the Holders of at least 30% in principal
amount at maturity of the Outstanding Notes may declare all the Notes to be
immediately due and payable.  If a
bankruptcy or insolvency default with respect to the Company or any of its
Significant Subsidiaries occurs and is continuing, the Notes automatically
become immediately due and payable. 
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any rights or powers under the
Indenture at the request or direction of any of the Holders of the Notes unless
such Holders have offered to the Trustee reasonable indemnity or security
against any loss, liability or expense. 
Subject to certain restrictions, the Holders of a majority in principal
amount of the outstanding Notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow
any direction that conflicts with law or the Indenture or that the Trustee determines
is unduly prejudicial to the rights of any other Holder of a Note or that would
involve the Trustee in personal liability.


 


15.                                 Trustee Dealings with Company.


 


The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may make
loans to, accept deposits from, perform services for, and otherwise deal with,
the Company and its Affiliates as if it were not the Trustee.


 


16.                                 Authentication.


 


This Note shall not be valid until the Trustee signs
the certificate of authentication on the other side of this Note.


 


17.                                 Abbreviations.


 


Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).


 


A-5





















 


18.                                 CUSIP Numbers.


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.


 


19.                                 Holders’ Compliance with the Registration
Rights Agreement.


 


Each Holder of a Note, by acceptance hereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including the obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.


 


20.                                 Governing Law.


 


THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture.  Requests may be made to PanAmSat Corporation,
20 Westport Road, Wilton, Connecticut 06897, Attention: General Counsel.


 


Capitalized terms used herein but not defined herein
shall have the meanings given to such terms in the Indenture.


 


A-6





















 


ASSIGNMENT FORM


 


To assign this Note, fill in
the form below:


 


I or we assign and transfer
this Note to


 


(Print
or type assignee’s name, address and zip code)


 


(Insert
assignee’s soc.  sec.  or tax I.D. 
No.)


 


and irrevocably appoint                                     
agent to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.


	
   

  



 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  



 


	
   

  



 


Sign exactly as your name
appears on the other side of this Note.


 


A-7





















 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 1017 or 1018 of the Indenture, check the
box:  o


 


o  If
you want to elect to have only part of this Note purchased by the Company pursuant
to Section 1017 or 1018 of the Indenture, state the amount in principal amount:
$


 


	
  Dated:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the

  other side of this Note.)

  	
   

  
	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  
							



 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Notes Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Notes Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 





















 


EXHIBIT B


 


[RESERVED]


 


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EXHIBIT C


 


FORM OF SUPPLEMENTAL INDENTURE


 


This Supplemental Indenture, dated as of
[                     ]
(this “Supplemental Indenture” or “Guarantee”), among [name of future Guarantor] (the “Subsidiary Guarantor”),
PanAmSat Holding Corporation (together with its successors and assigns, the “Company”),
each other then existing Guarantor under the Indenture referred to below, and
The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Company and the Trustee have
heretofore executed and delivered an Indenture, dated as of October 19,
2004 (as amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of $416,000,000 aggregate principal amount at
maturity 10-3/8% Senior Discount Notes due 2014 of the Company (the “Notes”);


 


WHEREAS, Section 1015 of the Indenture
provides that the Company is required to cause each Restricted Subsidiary that
is a Domestic Subsidiary that the Company permits to guarantee the payment of
any Indebtedness of the Company to execute and deliver to the Trustee a
supplemental indenture pursuant to which such guarantor will unconditionally
Guarantee, on a joint and several basis with the other Guarantors, if any, the
full and prompt payment of the principal of, premium, if any, and interest on
the Notes on a senior basis; and


 


WHEREAS, pursuant to Section 901 of the
Indenture, the Trustee and the Company are authorized to execute and deliver
this Supplemental Indenture to amend or supplement the Indenture, without the
consent of any Securityholder;


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Subsidiary Guarantor, the Company and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:


 


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ARTICLE ONE


 


DEFINITIONS


 


SECTION 101.                                    Defined
Terms.  As used in this supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto
are used as therein defined.  The words “herein,”
“hereof” and “hereby” and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.


 


ARTICLE TWO


 


AGREEMENT TO BE
BOUND; GUARANTEE


 


SECTION 201.                                    Agreement
to be Bound.  The Subsidiary
Guarantor hereby becomes a party to the Indenture as a Guarantor and as such
will have all of the rights and be subject to all of the obligations and
agreements of a Guarantor under the Indenture. 
The Guarantor agrees to be bound by all of the provisions of the
Indenture applicable to a Guarantor and to perform all of the obligations and
agreements of a Guarantor under the Indenture.


 


SECTION 202.                                    Guarantees.  The Subsidiary Guarantor hereby jointly and
severally, unconditionally and irrevocably guarantees the Notes and obligations
of the Company hereunder and thereunder, and guarantees to each Holder of a
Note authenticated and delivered by the Trustee, and to the Trustee for itself
and on behalf of such Holder, that: (1) the principal or Accreted Value of (and
premium, if any) and interest on, or Special Interest in respect of, the Notes will
be paid in full when due, whether at Stated Maturity, by acceleration or
otherwise (including the amount that would become due but for the operation of
the automatic stay under Section 362(a) of the Bankruptcy Law), together with
interest on the overdue principal, if any, and interest on any overdue
interest, to the extent lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be paid in full or
performed, all in accordance with the terms hereof and thereof; and (2) in case
of any extension of time of payment or renewal of any Notes or of any such
other obligations, the same shall be paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise, subject, however, in the case of
clauses (1) and (2) above, to the limitation set forth in Section 203 hereof.


 


The Subsidiary Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder with respect to
any provisions hereof or thereof, any release of any other Guarantor, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable discharge
or defense of a Guarantor.


 


The Subsidiary Guarantor hereby waives (to the
extent permitted by law) the benefits of diligence, presentment, demand for
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company or
any other Person, protest, notice and all demands whatsoever and covenants that
the Guarantee of such Subsidiary Guarantor shall not be discharged as to any
Note except by complete performance of the obligations contained in such Note,
the Indenture and such Guarantee.  The
Subsidiary Guarantor acknowledges that the Guarantee is a guarantee of payment,
performance and compliance when due and not of collection and hereby agrees
that, in the event of a default in payment of principal or Accreted Value (or
premium, if any) or interest on such Note, whether at its Stated Maturity, by
acceleration, purchase or otherwise, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such Note, subject to the


 


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terms and conditions set forth
in the Indenture, directly against the Subsidiary Guarantor to enforce such
Subsidiary Guarantor’s Guarantee without first proceeding against the Company
or any other Guarantor.  The Subsidiary
Guarantor agrees that if, after the occurrence and during the continuance of an
Event of Default, the Trustee or any of the Holders are prevented by applicable
law from exercising their respective rights to accelerate the Maturity of the
Notes, to collect interest on the Notes, or to enforce or exercise any other
right or remedy with respect to the Notes, such Subsidiary Guarantor shall pay
to the Trustee for the account of the Holder, upon demand therefor, the amount
that would otherwise have been due and payable had such rights and remedies
been permitted to be exercised by the Trustee or any of the Holders.


 


If any Holder or the Trustee is required by any
court or otherwise to return to the Company or any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to either the
Company or any Guarantor, any amount paid by any of them to the Trustee or such
Holder, the Guarantee of the Guarantors, to the extent theretofore discharged,
shall be reinstated in full force and effect. 
The Subsidiary Guarantor further agrees that, as between such Subsidiary
Guarantor, on the one hand, and the Holders and the Trustee on the other hand,
(1) subject to this Article Two, the Maturity of the obligations guaranteed
hereby may be accelerated as provided in the Indenture or this Guarantee for the
purposes of the Guarantee of such Subsidiary Guarantor notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby, and (2) in the event of any acceleration
of such obligation as provided in Article Five of the Indenture, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Subsidiary Guarantor for the purpose of the Guarantee.


 


The Guarantee shall remain in full force and effect
and continue to be effective should any petition be filed by or against the
Company for liquidation, reorganization, should the Company become insolvent or
make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the Company’s assets, and
shall, to the fullest extent permitted by law, continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the
Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Notes, whether as a “voidable
preference”, “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made.  In the
event that any payment or any part thereof, is rescinded, reduced, restored or
returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.


 


Neither the Company nor the Subsidiary
Guarantor shall be required to make a notation on the Notes to reflect any
Guarantee or any release, termination or discharge thereof and any such notation
shall not be a condition to the validity of any Guarantee.


 


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SECTION 203.                                    Limitation
on Liability.  The Subsidiary
Guarantor confirms that it is the intention of all such parties that the
guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute
a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law or the provisions of its local law relating to
fraudulent transfer or conveyance.  To
effectuate the foregoing intention, the obligations of such Subsidiary
Guarantor under its Guarantee shall be limited to the maximum amount that will
not, after giving effect to all other contingent and fixed liabilities of such
Subsidiary Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to this
Section 203, result in the obligations of such Subsidiary Guarantor under its
Guarantee constituting such fraudulent transfer or conveyance.


 


SECTION 204.                                    Release
and Discharge.  The Subsidiary
Guarantor will be automatically released from its obligations under the
Indenture and its Guarantee upon:


 


(i)                                     (a)
the sale, disposition or other transfer (including through merger or consolidation)
of the Capital Stock (including any sale, disposition or other transfer following
which the Guarantor is no longer a Restricted Subsidiary), or all or
substantially all the assets, of the Guarantor if such sale, disposition or
other transfer is made in compliance with the Indenture,


 


(b)              the
Company designating such Guarantor to be an Unrestricted Subsidiary is
accordance with the provisions set forth under Section 1010 of the Indenture
and the definition of “Unrestricted Subsidiary,”


 


(c)  
the release or discharge of the guarantee by such Restricted Subsidiary
of Indebtedness of the Company or the repayment of the Indebtedness or
Disqualified Stock, in each case, which resulted in the obligation to guarantee
the notes;


 


(d)  
the Legal Defeasance of the Notes under Section 1302 of the Indenture,
or the Covenant Defeasance of the Notes under Section 1303 of the Indenture, or
if the Company’s obligations under the Indenture are discharged in accordance
with Section 401 of the Indenture; and


 


(ii)                                  the
delivery by the Subsidiary Guarantor to the Trustee of an Officer’s Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


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SECTION 205.                                    Right
of Contribution.  In order to provide
for just and equitable contribution among the Guarantors, the Subsidiary
Guarantor agrees that in the event any payment or distribution is made by any
Guarantor (a “Funding Guarantor”) under a Guarantee, such Funding
Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined
below) of each Guarantor (including the Funding Guarantor) for all payments,
damages and expenses incurred by that Funding Guarantor in discharging the
Company’s obligations with respect to the Notes or any other Guarantor’s
obligations with respect to the Guarantee of such Guarantor.  “Adjusted Net Assets” of such
Subsidiary Guarantor at any date shall mean the lesser of (1) the amount by
which the fair value of the property of such Subsidiary Guarantor exceeds the
total amount of liabilities, including contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or assumed on
such date), but excluding liabilities under the Guarantee of such Subsidiary
Guarantor at such date and (2) the amount by which the present fair salable
value of the assets of such Subsidiary Guarantor at such date exceeds the
amount that will be required to pay the probable liability of such Subsidiary
Guarantor on its debts (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date), excluding debt in respect of the
Guarantee of such Subsidiary Guarantor, as they become absolute and matured.


 


SECTION 206.                                    
The Subsidiary Guarantor shall be subrogated to all rights of Holders against
the Company in respect of any amounts paid by the Subsidiary Guarantor pursuant
to the provisions of Section 202; provided, however, that, if an
Event of Default has occurred and is continuing, Subsidiary Guarantor shall not
be entitled to enforce or receive any payments arising out of, or based upon,
such right of subrogation until all amounts then due and payable by the Company
under the Indenture or the Notes shall have been paid in full.


 


SECTION 207.                                    Reinstatement.  The Subsidiary Guarantor hereby agrees that
the Guarantee provided for in Section 202 shall continue to be effective or be
reinstated, as the case may be, if at any time, payment, or any part thereof,
of any obligations or interest thereon is rescinded or must otherwise be
restored by a Holder to the Company upon the bankruptcy or insolvency of the
Company or any Guarantor.


 


ARTICLE THREE


 


MISCELLANEOUS


 


SECTION 301.                                    Notices.  All notices and other communications to the
Subsidiary Guarantor shall be given as provided in the Indenture to the
Subsidiary Guarantor, at its address set forth below, with a copy to the
Company as provided in the Indenture for notices to the Company.


 


SECTION 302.                                    Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.


 


SECTION 303.                                    Governing
Law.  This Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


SECTION 304.                                    
Severability Clause.  In case any
provision in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such
provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability.


 


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SECTION 305.                                    
Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty
as to the validity or sufficiency of this Supplemental Indenture or with
respect to the recitals contained herein, all of which recitals are made solely
by the other parties hereto.


 


SECTION 306.                                    Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


 


SECTION 307.                                    Headings.  The headings of the Articles and the sections
in this Guarantee are for convenience of reference only and shall not be deemed
to alter or affect the meaning or interpretation of any provisions hereof.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental

Indenture to be duly executed as of the date first above written.


 


	
   

  	
  [SUBSIDIARY GUARANTOR]

  
	
   

  	
  as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PANAMSAT HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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INCUMBENCY
CERTIFICATE


 


The undersigned,                                         ,
being the                                    
of                                       
(the “Company”), does hereby certify that the individuals listed below are
qualified and acting officers of the Company as set forth in the right column
opposite their respective names and the signatures appearing in the extreme
right column opposite the name of each such officer is a true specimen of the
genuine signature of such officer and such individuals have the authority to
execute documents to be delivered to, or upon the request of, The Bank of New
York, as Trustee under the Indenture dated as of October 19, 2004, by and
between the Company and The Bank of New York.


 


	
  Name

  	
   

  	
  Title

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the undersigned has duly
executed and delivered this Certificate as of the                   
day of                               ,
20    .


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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