Exhibit 4.2


 


Execution Copy


 


PanAmSat Holding
Corporation


 


103/8% Senior Discount
Notes Due 2014


 


Exchange and Registration Rights Agreement


 


October 19, 2004


 


Citigroup Global Markets Inc. 

388 Greenwich Street

New York, New York 10013


 


Ladies and Gentlemen:


 


PanAmSat
Holding Corporation, a Delaware corporation (the “Company”), proposes to
issue and sell to the Purchaser (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) $416,000,000 aggregate principal
amount at maturity of its 103/8% Senior Discount Notes
Due 2014.  As an inducement to the
Purchaser to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchaser thereunder, the Company agrees
with the Purchaser for the benefit of holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows:


 


1.     Certain Definitions.  For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:


 


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


 


(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

  	
   

  
	
  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 this 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 Security
(which, for purposes of this definition, is deemed to be $601.03 per $1,000
principal amount at maturity of the Securities) 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.


 


“Base
Interest” shall mean the interest that would otherwise accrue on the
Securities (whether in the form of an increase in Accreted Value or otherwise)
under the terms thereof and the Indenture, without giving effect to the
provisions of this Agreement.


 


The term “broker-dealer”
shall mean any broker or dealer registered with the Commission under the
Exchange Act.


 


“Business
Day” shall mean each day that is not a Legal Holiday.


 


“Closing Date”
shall mean the date on which the Securities are initially issued.


 


“Commission”
shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


 


“Effective
Time,” in the case of (i) an Exchange Registration, shall mean the time and
date as of which the Commission declares the Exchange Offer Registration
Statement effective or as of which the Exchange Offer Registration Statement
otherwise becomes effective and (ii) a Shelf Registration, shall mean the time
and date as of which the Commission declares the Shelf Registration Statement
effective or as of which the Shelf Registration Statement otherwise becomes
effective.


 


“Electing
Holder” shall mean any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with
Section 3(d)(ii) or 3(d)(iii) hereof.


 


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“Exchange
Act” shall mean the Securities Exchange Act of 1934, or any successor
thereto, as the same shall be amended from time to time.


 


“Exchange
Offer” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange
Offer Registration Statement” shall have the meaning assigned thereto in
Section 2(a) hereof.


 


“Exchange
Registration” shall have the meaning assigned thereto in Section 3(c)
hereof.


 


“Exchange
Securities” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Full Accretion Date” shall mean November 1, 2009.


 


The term “holder”
shall mean the Purchaser and other persons who acquire Registrable Securities
from time to time (including any successors or assigns), in each case for so
long as such person owns any Registrable Securities.


 


“Indenture”
shall mean the Indenture, dated as of October 19, 2004, between the Company and
The Bank of New York, as Trustee, as the same shall be amended from time to
time.


 


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


 


“Notice and
Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A
hereto.


 


The term “person”
shall mean a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.


 


“Purchase
Agreement” shall mean the Purchase Agreement, dated as of September 27, 2004,
between the Purchaser and the Company, relating to the Securities.


 


“Purchaser”
shall mean Citigroup Global Markets Inc.


 


“Registrable
Securities” shall mean the Securities; provided,
however, that a Security shall
cease to be a Registrable Security when (i) in the circumstances contemplated
by Section 2(a) hereof, the Security has been exchanged for an Exchange
Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that,
pursuant to the last two sentences of Section 2(a) hereof, is included in a
prospectus for use in connection with resales by broker-dealers shall be deemed
to be a Registrable Security with respect to Sections 5, 6 and 9 until resale
of such Registrable Security has been effected within the 180-day period
referred to in Section 2(a) hereof); (ii) in the circumstances contemplated by
Section 2(b) hereof, a Shelf Registration Statement registering such Security
under the Securities Act has


 


3






















 


been declared or becomes
effective and such Security has been sold or otherwise transferred by the
holder thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) such Security is sold pursuant to Rule 144 under
circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the Company or pursuant to the Indenture; (iv) such Security is
eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security
shall cease to be outstanding.


 


“Registration
Default” shall have the meaning assigned thereto in Section 2(d) hereof.


 


“Registration
Expenses” shall have the meaning assigned thereto in Section 4 hereof.


 


“Resale
Period” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Restricted
Holder” shall mean (i) a holder that is an affiliate of the Company within
the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside
the ordinary course of such holder’s business, (iii) a holder who has
arrangements or understandings with any person to participate in the Exchange
Offer for the purpose of distributing Exchange Securities and (iv) a holder
that is a broker-dealer, but only with respect to Exchange Securities received
by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Company.


 


“Rule 144,”
“Rule 405” and “Rule 415” shall mean, in each case, such rule
promulgated under the Securities Act (or any successor provision), as the same
shall be amended from time to time.


 


“Securities”
shall mean, collectively, the 103/8% Senior Discount Notes
Due 2014 of the Company to be issued and sold to the Purchaser, and securities
issued in exchange therefor or in lieu thereof pursuant to the Indenture.


 


“Securities
Act” shall mean the Securities Act of 1933, or any successor thereto, as
the same shall be amended from time to time.


 


“Shelf
Registration” shall have the meaning assigned thereto in Section 2(b)
hereof.


 


“Shelf
Registration Statement” shall have the meaning assigned thereto in Section
2(b) hereof.


 


“Special
Interest” shall have the meaning assigned thereto in Section 2(d) hereof.


 


“Trustee” shall mean the trustee with respect to the Securities
under the Indenture.


 


4






















 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor
thereto, and the rules, regulations and forms promulgated thereunder, all as
the same shall be amended from time to time.


 


Unless the
context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Exchange and
Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Exchange and Registration
Rights Agreement as a whole and not to any particular Section or other
subdivision.


 


2.     Registration Under the Securities Act.


 


(a) 
Except as set forth in Section 2(b) below, the Company agrees to file
under the Securities Act, no later than 90 days after the Closing Date, a
registration statement relating to an offer to exchange (such registration
statement, the “Exchange Offer Registration Statement”, and such offer,
the “Exchange Offer”) any and all of the Securities for a like Accreted
Value and aggregate principal amount at maturity of debt securities issued by
the Company, which debt securities are substantially identical to the
Securities (and are entitled to the benefits of a trust indenture that is
substantially identical to the Indenture (or is the Indenture) and that has
been qualified under the Trust Indenture Act), except that they have been
registered pursuant to an effective registration statement under the Securities
Act and do not contain provisions for the Special Interest contemplated in
Section 2(d) below (such new debt securities hereinafter called “Exchange
Securities”).  The Company agrees to
use all commercially reasonable efforts to cause the Exchange Offer
Registration Statement to become effective under the Securities Act no later
than 180 days after the Closing Date. 
The Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act.  The
Company further agrees to use all commercially reasonable efforts to consummate
the Exchange Offer no later than 30 Business Days after such registration
statement has become effective, hold the Exchange Offer open for at least 30
days, or longer, if required by the federal securities laws, and exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange
Offer.  The Exchange Offer will be
deemed to have been “completed” only if the debt securities received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities
are, upon receipt, transferable by each such holder without restriction under
the Securities Act and the Exchange Act and without material restrictions under
the blue sky or securities laws of a substantial majority of the States of the
United States of America.  The Exchange
Offer shall be deemed to have been completed upon the earlier to occur of (i)
the Company having exchanged the Exchange Securities for all outstanding
Registrable Securities pursuant to the Exchange Offer and (ii) the Company
having exchanged, pursuant to the Exchange Offer, Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn
before the expiration of the Exchange Offer, which shall be on a date that is
at least 30 days following the commencement of the Exchange Offer. The Company
agrees (x) to include in the Exchange Offer Registration Statement a prospectus
for use in any


 


5






















 


resales by any
holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange
Offer Registration Statement effective for a period (the “Resale Period”)
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 180th day after the Exchange
Offer has been completed or such time as such broker-dealers no longer own any
Registrable Securities. With respect to such Exchange Offer Registration
Statement, such holders shall have the benefit of the rights of indemnification
and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.


 


(b) 
If (i) the Company is not (A) required to file the Exchange Offer
Registration Statement or (B) permitted to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission
policy; or (ii) any holder of Registrable Securities notifies the Company prior
to the 20th Business Day following consummation of the Exchange
Offer that (A) such holder was prohibited by law or Commission policy from
participating in the Exchange Offer, (B) such holder may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
holder or (C) such holder is a broker-dealer and holds Registrable Securities
acquired directly from the Company or an affiliate of the Company, then the
Company shall, in lieu of (or, in the case of clause (ii), in addition to)
conducting the Exchange Offer contemplated by Section 2(a) hereof, use all
commercially reasonable efforts to file under the Securities Act, no later than
the later of 30 days after the time such obligation to file arises (but no
earlier than 90 days after the Closing Date), a “shelf” registration statement
providing for the registration of, and the sale on a continuous or delayed
basis by the holders of, all of the Registrable Securities, pursuant to Rule
415 or any similar rule that may be adopted by the Commission (such filing, the
“Shelf Registration” and such registration statement, the “Shelf
Registration Statement”). The Company agrees to use all commercially
reasonable efforts (x) to cause the Shelf Registration Statement to be declared
effective by the Commission on or prior to 90 days after such filing obligation
arises (but no earlier than 180 days following the Closing Date) and to keep
such Shelf Registration Statement continuously effective for a period ending on
the earlier of the second anniversary of the Effective Time or such time as
there are no longer any Registrable Securities outstanding; provided,
however,  that no
holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder, and
(y) after the Effective Time of the Shelf Registration Statement, promptly upon
the request of any holder of Registrable Securities that is not then an
Electing Holder, to take any action reasonably necessary to enable such holder
to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify
such holder as a selling securityholder in the Shelf Registration Statement; provided,
however,  that nothing
in this clause (y) shall (A) relieve any such holder of the obligation to
return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) hereof or (B) require the Company to file
more than one post-effective amendment to the Shelf Registration Statement in
any 45-day period. The Company further agrees to supplement or make amendments
to the Shelf Registration


 


6






















 


Statement, as
and when required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf registration,
and the Company agrees to furnish to each Electing Holder copies of any such
supplement or amendment prior to its being used or promptly following its
filing with the Commission.


 


(c) 
Notwithstanding the foregoing, the Company may issue a notice that the
Shelf Registration Statement is no longer effective or the prospectus included
therein is no longer usable for offers and sales of Registrable Securities
covered by the Shelf Registration Statement for a period not to exceed 60 days
in the aggregate in any twelve-month period (a “suspension period”) if
(i) such action is required by applicable law; or (ii) due to the existence of
material non-public information, disclosure of such material non-public
information would be required to make the statements contained in the
applicable registration statement not misleading (including for the avoidance
of doubt, the pendency of an acquisition, disposition or public or private
offering by the Company), and the Company has a bona fide business purpose for
preserving as confidential such material non-public information (other than
avoidance of its obligations hereunder); provided
that (x) the Company promptly thereafter complies with the
requirements of Section 3(d) hereof and (y) the required period of effectiveness
for the Shelf Registration Period set forth in Section 2(b) hereof shall be
extended by the number of days during which such Shelf Registration Statement
was not effective or usable pursuant to the foregoing provisions.


 


(d) 
In the event that (i) the Company has not filed the Exchange Offer
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b) hereof, respectively, or (ii) the Exchange Offer Registration
Statement or Shelf Registration Statement has not become effective or been
declared effective by the Commission on or before the date on which such
registration statement is required to become or be declared effective pursuant
to Section 2(a) or 2(b) hereof, respectively, or (iii) the Exchange Offer has
not been consummated within 60 Business Days after the initial effective date
of the Exchange Offer Registration Statement relating to the Exchange Offer (if
the Exchange Offer is then required to be made) or (iv) any Exchange Offer
Registration Statement or Shelf Registration Statement required by Section 2(a)
or 2(b) hereof is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein) without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in clauses
(i) through (iv), a “Registration Default” and each period during which
a Registration Default has occurred and is continuing, a “Registration
Default Period”), then, as liquidated damages for such Registration
Default, subject to the provisions of Section 9(b) hereof, special interest (“Special
Interest”), in addition to Base Interest, shall accrue on the Registrable
Securities in an amount equal to $.05 per week per $1,000 principal amount of
the average Accreted Value (during such week) of such Registrable Securities
for the first 90 days of the Registration Default Period.  The amount of Special Interest shall
increase by


 


7






















 


an additional
$.05 per week per $1,000 principal amount of the average Accreted Value (during
such week) of such Registrable Securities with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Special Interest for all Registration Defaults of $.20 per week per
$1,000 principal amount of the average Accreted Value (during such week) of
such Registrable Securities.


 


(e) 
Any Special Interest due pursuant to Section 2(d) hereof shall be, (i)
if such Special Interest accrued on or prior to the Full Accretion Date, added
to the Accreted Value of each Registrable Security, and (ii) if such Special
Interest accrued after the Full Accretion Date, payable in cash, in each case,
semi-annually on each May 1 and November 1 (to the holders of record
on the April 15 and October 15 immediately preceding such dates), commencing
with the first such date occurring after such Special Interest commences to
accrue.


 


(f) 
The Company shall take all actions reasonably necessary or advisable to
be taken by it to ensure that the transactions contemplated herein are effected
as so contemplated.


 


(g) 
Any reference herein to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time and any reference herein to any
post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.


 


3.     Registration Procedures.


 


If the Company
files a registration statement pursuant to Section 2(a) or 2(b) hereof, the
following provisions shall apply:


 


(a) 
At or before the Effective Time of the Exchange Registration or the
Shelf Registration, as the case may be, the Company shall qualify the Indenture
under the Trust Indenture Act of 1939.


 


(b) 
In the event that such qualification would require the appointment of a
new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.


 


(c) 
In connection with the Company’s obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) hereof (the
“Exchange Registration”), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):


 


(i)            prepare and file
with the Commission, no later than 90 days after the Closing Date, an Exchange
Offer Registration Statement on any form that may be utilized by the Company
and that shall permit the Exchange Offer and resales of Exchange Securities by
broker-dealers during the Resale Period to be effected as contemplated by
Section 2(a) hereof, and use all commercially reasonable


 


8






















 


efforts to have the Exchange Offer Registration Statement declared
effective no later than 180 days after the Closing Date;


 


(ii)           prepare and file
with the Commission such amendments and supplements to such Exchange Offer
Registration Statement and the prospectus included therein as may be necessary
to effect and maintain the effectiveness of such Exchange Offer Registration
Statement for the periods and purposes contemplated in Section 2(a) hereof and
as may be required by the applicable rules and regulations of the Commission
and the instructions applicable to the form of such Exchange Offer Registration
Statement, and promptly provide each broker-dealer holding Exchange Securities
with such number of copies of the prospectus included therein (as then amended
or supplemented), in conformity in all material respects with the requirements
of the Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder, as such broker-dealer reasonably may request
prior to the expiration of the Resale Period, for use in connection with
resales of Exchange Securities;


 


(iii)          promptly notify
each broker-dealer that has requested or received copies of the prospectus
included in such registration statement, and confirm such advice in writing,
(A) when such Exchange Offer Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective amendment
has been filed, and, with respect to such Exchange Offer Registration Statement
or any post-effective amendment, when the same has become effective, (B) of any
comments by the Commission and by the blue sky or securities commissioner or
regulator of any state with respect thereto on, or any request by the
Commission for amendments or supplements to or additional information relating
to, such Exchange Offer Registration Statement or prospectus, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of
such Exchange Offer Registration Statement or the initiation or threatening of
any proceedings for that purpose, (D) if at any time the representations and
warranties of the Company contemplated by Section 5 hereof cease to be true and
correct in all material respects, (E) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Exchange Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or (F) at any time during the
Resale Period when a prospectus is required to be delivered under the
Securities Act, that such Exchange Offer Registration Statement, prospectus,
prospectus amendment or supplement or post-effective amendment does not conform
in all material respects to the applicable requirements of the Securities Act
and the Trust Indenture Act and the rules and regulations of the Commission
thereunder or contains an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;


 


(iv)          in the event that
the Company would be required, pursuant to Section 3(c)(iii)(F) above, to
notify any broker-dealers holding Exchange Securities,


 


9






















 


without delay prepare and furnish to each such broker-dealer a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to purchasers of such Exchange Securities during the
Resale Period, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder and shall not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;


 


(v)           use all commercially
reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of such Exchange Offer Registration Statement or any
post-effective amendment thereto at the earliest practicable date;


 


(vi)          use all commercially
reasonable efforts to (A) register or qualify the Exchange Securities under the
securities laws or blue sky laws of such jurisdictions as are contemplated by
Section 2(a) hereof no later than the commencement of the Exchange Offer, (B)
keep such registrations or qualifications in effect and comply with such laws
so as to permit the continuance of offers, sales and dealings therein in such
jurisdictions until the expiration of the Resale Period and (C) take any and
all other actions as may be reasonably necessary or advisable to enable each
broker-dealer holding Exchange Securities to consummate the disposition thereof
in such jurisdictions; provided, however,that the Company shall not be required for any such purpose to (1)
qualify as a foreign corporation in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this Section
3(c)(vi), (2) consent to general service of process in any such jurisdiction or
(3) make any changes to its certificate of incorporation or by-laws or any
agreement between it and its stockholders;


 


(vii)         use all commercially
reasonable efforts to obtain the consent or approval of each governmental
agency or authority, whether federal, state or local, that may be required to
effect the Exchange Registration, the Exchange Offer and the offering and sale
of Exchange Securities by broker-dealers during the Resale Period;


 


(viii)        provide a CUSIP
number for all Exchange Securities, not later than the applicable Effective
Time; and


 


(ix)           comply with all
applicable rules and regulations of the Commission, and make generally available
to its securityholders, as soon as practicable but no later than eighteen
months after the effective date of such Exchange Offer Registration Statement,
an earning statement of the Company and its subsidiaries complying with Section
11(a) of the Securities Act (including, at the option of the Company, Rule 158
thereunder).


 


(d) 
In connection with the Company’s obligations with respect to the Shelf
Registration, if applicable, the Company shall:


 


10






















 


(i)            use all
commercially reasonable efforts to prepare and file with the Commission, within
the time periods specified in Section 2(b) hereof, a Shelf Registration
Statement on any form that may be utilized by the Company and that shall
register all of the Registrable Securities for resale by the holders thereof in
accordance with such method or methods of disposition as may be specified by
such of the holders as, from time to time, may be Electing Holders and to cause
such Shelf Registration Statement to become effective within the time periods
specified in Section 2(b) hereof;


 


(ii)           not less than 30
calendar days prior to the Effective Time of the Shelf Registration Statement,
mail the Notice and Questionnaire to the holders of Registrable Securities; no
holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement as of the Effective Time, and no holder shall be
entitled to use the prospectus forming a part thereof for resales of
Registrable Securities at any time, unless such holder has returned a completed
and signed Notice and Questionnaire to the Company by the deadline for response
set forth therein; provided, however, that holders of Registrable
Securities shall have at least 28 calendar days from the date on which the
Notice and Questionnaire is first mailed to such holders to return a completed
and signed Notice and Questionnaire to the Company;


 


(iii)          after the Effective
Time of the Shelf Registration Statement, upon the request of any holder of
Registrable Securities that is not then an Electing Holder, promptly send a
Notice and Questionnaire to such holder; provided
that the Company shall not be required (A) to take any action to
name such holder as a selling securityholder in the Shelf Registration
Statement or to enable such holder to use the prospectus forming a part thereof
for resales of Registrable Securities until such holder has returned a
completed and signed Notice and Questionnaire to the Company and (B) nothing in
this clause (iii) shall require the Company to file more than one
post-effective amendment to the Shelf Registration Statement in any 45-day
period;


 


(iv)          as soon as
practicable, prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Shelf Registration Statement for the period specified in Section 2(b) hereof
and as may be required by the applicable rules and regulations of the Commission
and the instructions applicable to the form of such Shelf Registration
Statement, and furnish to the Electing Holders copies of any such supplement or
amendment simultaneously with or prior to its being used or filed with the
Commission;


 


(v)           comply with the
provisions of the Securities Act with respect to the disposition of all of the
Registrable Securities covered by such Shelf Registration Statement in
accordance with the intended methods of disposition by the Electing Holders
provided for in such Shelf Registration Statement;


 


11






















 


(vi)          provide (A) the
Electing Holders, (B) the underwriters (which term, for purposes of this
Exchange and Registration Rights Agreement, shall include a person deemed to be
an underwriter within the meaning of Section 2(a)(11) of the Securities Act),
if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any
such underwriter or agent and (E) not more than one counsel for all the
Electing Holders the opportunity to review and comment on such Shelf
Registration Statement, each prospectus included therein or filed with the
Commission and each amendment or supplement thereto prior to the filing thereof
with the Commission;


 


(vii)         for a reasonable
period prior to the filing of such Shelf Registration Statement, and throughout
the period specified in Section 2(b) hereof, make available, at reasonable
times at the Company’s principal place of business or such other reasonable
place for inspection by the persons referred to in Section 3(d)(vi) hereof who
shall certify to the Company that they have a current intention to sell the
Registrable Securities pursuant to the Shelf Registration, such financial and
other information and books and records of the Company, and cause the officers,
employees, counsel and independent certified public accountants of the Company
to respond to such inquiries, as shall be reasonably necessary, in the judgment
of the respective counsel referred to in such Section 3(d)(vi), to conduct a
reasonable investigation within the meaning of Section 11 of the Securities
Act; provided, however,that each such party shall be required to maintain in confidence and
not to disclose to any other person any information or records reasonably
designated by the Company as being confidential, until such time as (A) such
information becomes a matter of public record (whether by virtue of its
inclusion in such registration statement or otherwise), or (B) such person
shall be required so to disclose such information pursuant to a subpoena or
order of any court or other governmental agency or body having jurisdiction
over the matter (subject to the requirements of such order, and only after such
person shall have given the Company prompt prior written notice of such requirement),
or (C) such information is required to be set forth in such Shelf Registration
Statement or the prospectus included therein or in an amendment to such Shelf
Registration Statement or an amendment or supplement to such prospectus in
order that such Shelf Registration Statement, prospectus, amendment or
supplement, as the case may be, complies with applicable requirements of the
federal securities laws and the rules and regulations of the Commission and
does not contain an untrue statement of a material fact or omit to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;


 


(viii)        promptly notify each
of the Electing Holders, any sales or placement agent therefor and any
underwriter thereof (which notification may be made through any managing
underwriter that is a representative of such underwriter for such purpose) and
confirm such advice in writing, (A) when such Shelf Registration Statement or
the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such


 


12






















 


Shelf Registration Statement or any post-effective amendment, when the
same has become effective, (B) of any comments by the Commission and by the
blue sky or securities commissioner or regulator of any state with respect
thereto, or any request by the Commission for amendments or supplements to or
additional information relating to, such Shelf Registration Statement or
prospectus, (C) of the issuance by the Commission of any stop order suspending
the effectiveness of such Shelf Registration Statement or the initiation or
threatening of any proceedings for that purpose, (D) if at any time the
representations and warranties of the Company contemplated by Section
3(d)(xvii) or Section 5 hereof cease to be true and correct in all material
respects, (E) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (F) if at any time when a prospectus is required to be delivered
under the Securities Act, that such Shelf Registration Statement, prospectus,
prospectus amendment or supplement or post-effective amendment does not conform
in all material respects to the applicable requirements of the Securities Act
and the Trust Indenture Act and the rules and regulations of the Commission
thereunder or contains an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;


 


(ix)           use all
commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such registration statement or any
post-effective amendment thereto at the earliest practicable date;


 


(x)            if requested by any
managing underwriter or underwriters, any placement or sales agent or any
Electing Holder, promptly incorporate in a prospectus supplement or
post-effective amendment such information as is required by the applicable
rules and regulations of the Commission and as such managing underwriter or
underwriters, such agent or such Electing Holder specifies should be included
therein relating to the terms of the sale of such Registrable Securities,
including information with respect to the principal amount at maturity of
Registrable Securities being sold by such Electing Holder or agent or to any
underwriters, the name and description of such Electing Holder, agent or
underwriter, the offering price of such Registrable Securities and any
discount, commission or other compensation payable in respect thereof, the
purchase price being paid therefor by such underwriters and with respect to any
other terms of the offering of the Registrable Securities to be sold by such
Electing Holder or agent or to such underwriters; and make all required filings
of such prospectus supplement or post-effective amendment promptly after
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment;


 


(xi)           furnish upon
request to each Electing Holder, each placement or sales agent, if any,
therefor, each underwriter, if any, thereof and the respective counsel referred
to in Section 3(d)(vi) hereof such number of conformed copies of


 


13






















 


such Shelf Registration Statement, each such amendment and supplement
thereto (in each case including all exhibits thereto and documents incorporated
by reference therein) and of the prospectus included in such Shelf Registration
Statement (including each preliminary prospectus and any summary prospectus),
in conformity in all material respects with the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder, and such other documents, as such Electing Holder,
agent, if any, and underwriter, if any, may reasonably request in order to
facilitate the offering and disposition of the Registrable Securities owned by
such Electing Holder, offered or sold by such agent or underwritten by such underwriter
and to permit such Electing Holder, agent and underwriter to satisfy the
prospectus delivery requirements of the Securities Act; and the Company hereby
consents to the use of such prospectus (including such preliminary and summary
prospectus) and any amendment or supplement thereto by each such Electing
Holder and by any such agent and underwriter, in each case in the form most
recently provided to such person by the Company, in connection with the
offering and sale of the Registrable Securities covered by the prospectus
(including such preliminary and summary prospectus) or any supplement or
amendment thereto;


 


(xii)          use all
commercially reasonable efforts to (A) register or qualify the Registrable
Securities to be included in such Shelf Registration Statement under such
securities laws or blue sky laws of such jurisdictions as any Electing Holder
and each placement or sales agent, if any, therefor and underwriter, if any,
thereof shall reasonably request, (B) keep such registrations or qualifications
in effect and comply with such laws so as to permit the continuance of offers,
sales and dealings therein in such jurisdictions during the period the Shelf
Registration is required to remain effective under Section 2(b) above and (C)
take any and all other actions as may be reasonably necessary or advisable to
enable each such Electing Holder, agent, if any, and underwriter, if any, to
consummate the disposition in such jurisdictions of such Registrable
Securities; provided, however,that the Company shall not be required for any such purpose to (1)
qualify as a foreign corporation in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this Section
3(d)(xii), (2) consent to general service of process in any such jurisdiction
or (3) make any changes to its certificate of incorporation or by-laws or any
agreement between it and its stockholders;


 


(xiii)         use all
commercially reasonable efforts to obtain the consent or approval of each
governmental agency or authority, whether federal, state or local, that may be
required to effect the Shelf Registration or the offering or sale in connection
therewith or to enable the selling holder or holders to offer, or to consummate
the disposition of, their Registrable Securities;


 


(xiv)        unless any
Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders and the managing underwriters, if any, to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates, if so required by any securities
exchange


 


14






















 


upon which any Registrable Securities are listed, shall be penned,
lithographed or engraved, or produced by any combination of such methods, on
steel engraved borders, and which certificates shall not bear any restrictive
legends; and, in the case of an underwritten offering, enable such Registrable
Securities to be in such denominations and registered in such names as the managing
underwriters may request at least two Business Days prior to any sale of the
Registrable Securities;


 


(xv)         provide a CUSIP
number for all Registrable Securities, not later than the applicable Effective
Time;


 


(xvi)        enter into one or
more underwriting agreements, engagement letters, agency agreements, “best
efforts” underwriting agreements or similar agreements, as appropriate,
including customary provisions relating to indemnification and contribution,
and take such other actions in connection therewith as any Electing Holders
aggregating at least a majority in aggregate principal amount at maturity of
the Registrable Securities at the time outstanding shall request in order to
expedite or facilitate the disposition of such Registrable Securities;


 


(xvii)       whether or not an
agreement of the type referred to in Section 3(d)(xvi) hereof is entered into
and whether or not any portion of the offering contemplated by the Shelf
Registration is an underwritten offering or is made through a placement or
sales agent or any other entity, (A) make such representations and warranties
to the Electing Holders and the placement or sales agent, if any, therefor and
the underwriters, if any, thereof in form, substance and scope as are
customarily made in connection with an offering of debt securities pursuant to
any appropriate agreement applicable to the Shelf Registration; (B) obtain an
opinion of counsel to the Company in customary form and covering such matters,
of the type customarily covered by such an opinion, as the managing
underwriters, if any, or as any Electing Holders of at least a majority in
aggregate principal amount at maturity of the Registrable Securities at the
time outstanding may reasonably request, addressed to such Electing Holder or
Electing Holders and the placement or sales agent, if any, therefor and the
underwriters, if any, thereof and dated the effective date of such Shelf
Registration Statement (and, if such Shelf Registration Statement contemplates
an underwritten offering of a part or all of the Registrable Securities, dated
the date of the closing under the underwriting agreement relating thereto) (it
being agreed that the matters to be covered by such opinion shall include the
due incorporation and good standing of the Company and its subsidiaries; the
qualification of the Company and its subsidiaries to transact business as
foreign corporations; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 3(d)(xvi) hereof; the due
authorization, execution, authentication and issuance, and the validity and
enforceability, of the Securities; the absence of material legal or
governmental proceedings involving the Company; the absence of a breach by the
Company or any of its subsidiaries of, or a default under, material agreements
binding upon the Company or any subsidiary of the Company; the absence of
governmental approvals required to be obtained in connection with the Shelf
Registration, the offering


 


15






















 


and sale of the Registrable Securities, this Exchange and Registration
Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi)
hereof, except such approvals as may be required under state securities or blue
sky laws; the material compliance as to form of such Shelf Registration
Statement and any documents incorporated by reference therein and of the
Indenture with the requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder, respectively;
and, as of the date of the opinion and of the Shelf Registration Statement or
most recent post-effective amendment thereto, as the case may be, the absence
from such Shelf Registration Statement and the prospectus included therein, as
then amended or supplemented, and from the documents incorporated by reference
therein (in each case other than the financial statements and other financial
information contained therein) of an untrue statement of a material fact or the
omission to state therein a material fact necessary to make the statements
therein not misleading (in the case of such documents, in the light of the
circumstances under which they were made)); (C) obtain a “cold comfort” letter
or letters from the independent registered public accountants of the Company
addressed to the selling Electing Holders, the placement or sales agent, if
any, therefor or the underwriters, if any, thereof, dated (i) the effective
date of such Shelf Registration Statement and (ii) the effective date of any
prospectus supplement to the prospectus included in such Shelf Registration
Statement or post-effective amendment to such Shelf Registration Statement that
includes unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such prospectus
(and, if such Shelf Registration Statement contemplates an underwritten
offering pursuant to any prospectus supplement to the prospectus included in
such Shelf Registration Statement or post-effective amendment to such Shelf
Registration Statement that includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such statements
included in such prospectus, dated the date of the closing under the
underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by
letters of such type; (D) deliver such documents and certificates, including
officers’ certificates, as may be reasonably requested by any Electing Holders
of at least a majority in aggregate principal amount at maturity of the
Registrable Securities at the time outstanding or the placement or sales agent,
if any, therefor and the managing underwriters, if any, thereof to evidence the
accuracy of the representations and warranties made pursuant to clause (A)
above or those contained in Section 5(a) hereof and the compliance with or
satisfaction of any agreements or conditions contained in the underwriting agreement
or other agreement entered into by the Company; and (E) undertake such
obligations relating to expense reimbursement, indemnification and contribution
as are provided in Section 6 hereof;


 


(xviii)      notify in writing
each holder of Registrable Securities of any proposal by the Company to amend
or waive any provision of this Exchange and Registration Rights Agreement
pursuant to Section 9(h) hereof and of any


 


16






















 


amendment or waiver effected pursuant thereto, each of which notices
shall contain the text of the amendment or waiver proposed or effected, as the
case may be;


 


(xix)         in the event that
any broker-dealer registered under the Exchange Act shall underwrite any
Registrable Securities or participate as a member of an underwriting syndicate
or selling group or “assist in the distribution” (within the meaning of the
Conduct Rules (the “Conduct Rules”) of the National Association of
Securities Dealers, Inc. (“NASD”) or any successor thereto, as amended
from time to time) thereof, whether as a holder of such Registrable Securities
or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, assist such broker-dealer in complying with the
requirements of such Conduct Rules, including by (A) if such Conduct Rules
shall so require, engaging a “qualified independent underwriter” (as defined in
such Conduct Rules) to participate in the preparation of the Shelf Registration
Statement relating to such Registrable Securities, to exercise usual standards
of due diligence in respect thereto and, if any portion of the offering
contemplated by such Shelf Registration Statement is an underwritten offering
or is made through a placement or sales agent, to recommend the yield of such
Registrable Securities, (B) indemnifying any such qualified independent
underwriter to the extent of the indemnification of underwriters provided in
Section 6 hereof (or to such other customary extent as may be requested by such
underwriter), and (C) providing such information to such broker-dealer as may
be required in order for such broker-dealer to comply with the requirements of
the Conduct Rules; and


 


(xx)          comply with all
applicable rules and regulations of the Commission, and make generally available
to its securityholders, as soon as practicable but in any event not later than
eighteen months after the effective date of such Shelf Registration Statement,
an earning statement of the Company and its subsidiaries complying with Section
11(a) of the Securities Act (including, at the option of the Company, Rule 158
thereunder).


 


(e) 
In the event that the Company would be required, pursuant to Section
3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales
agent, if any, therefor and the managing underwriters, if any, thereof, the
Company shall without delay prepare and furnish to each of the Electing
Holders, to each placement or sales agent, if any, and to each such
underwriter, if any, a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of Registrable
Securities, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder and shall not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading. Each Electing
Holder agrees that, upon receipt of any notice from the Company pursuant to
Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue
the disposition of Registrable Securities pursuant to the Shelf Registration
Statement applicable to such Registrable Securities until such Electing Holder
shall have


 


17






















 


received copies of such amended or supplemented prospectus, and, if so
directed by the Company, such Electing Holder shall deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies, then in
such Electing Holder’s possession of the prospectus covering such Registrable
Securities at the time of receipt of such notice.


 


(f) 
In the event of a Shelf Registration, in addition to the information
required to be provided by each Electing Holder in its Notice Questionnaire,
the Company may require such Electing Holder to furnish to the Company such
additional information regarding such Electing Holder and such Electing
Holder’s intended method of distribution of Registrable Securities as may be
required in order to comply with the Securities Act.  Each such Electing Holder agrees to notify the Company as
promptly as practicable of any inaccuracy or change in information previously
furnished by such Electing Holder to the Company or of the occurrence of any
event in either case as a result of which any prospectus relating to such Shelf
Registration contains or would contain an untrue statement of a material fact
regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Registrable Securities or omits or would omit to state any
material fact regarding such Electing Holder or such Electing Holder’s intended
method of disposition of such Registrable Securities required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and promptly to
furnish to the Company any additional information required to correct and
update any previously furnished information or required so that such prospectus
shall not contain, with respect to such Electing Holder or the disposition of
such Registrable Securities, an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


 


(g) 
Until the expiration of two years after the Closing Date, the Company
will not, and will not permit any of its “affiliates” (as defined in Rule 144)
to, resell any of the Securities that have been reacquired by any of them
except pursuant to an effective registration statement under the Securities
Act.


 


4.     Registration Expenses.


 


The Company
agrees to bear and to pay or cause to be paid promptly all expenses incident to
the Company’s performance of or compliance with this Exchange and Registration
Rights Agreement, including (a) all Commission and any NASD registration,
filing and review fees and expenses including reasonable fees and disbursements
of counsel for the placement or sales agent or underwriters in connection with
such registration, filing and review, (b) all fees and expenses in connection with
the qualification of the Securities for offering and sale under the State
securities and blue sky laws referred to in Section 3(d)(xii) hereof and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction


 


18






















 


of each registration statement
required to be filed hereunder, each prospectus included therein or prepared
for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or reproducing any underwriting agreements, agreements
among underwriters, selling agreements and blue sky or legal investment
memoranda and all other documents in connection with the offering, sale or
delivery of Securities to be disposed of (including certificates representing
the Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries
and expenses of the Company’s officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or “cold comfort” letters required by or incident to such
performance and compliance), (h) fees, disbursements and expenses of any
“qualified independent underwriter” engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount at
maturity of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Company), (j) any fees charged by
securities rating services for rating the Securities, and (k) fees, expenses
and disbursements of any other persons, including special experts, retained by
the Company in connection with such registration (collectively, the “Registration
Expenses”). To the extent that any Registration Expenses are incurred,
assumed or paid by any holder of Registrable Securities or any placement or
sales agent therefor or underwriter thereof, the Company shall reimburse such
person for the full amount of the Registration Expenses so incurred, assumed or
paid promptly after receipt of a request therefor.  Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.


 


5.     Representations and Warranties.


 


The Company
represents and warrants to, and agrees with, the Purchaser and each of the
holders from time to time of Registrable Securities that:


 


(a) 
Each registration statement covering Registrable Securities and each
prospectus (including any preliminary or summary prospectus) contained therein
or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further
amendments or supplements to any such registration statement or prospectus,
when it becomes effective or is filed with the Commission, as the case may be,
and, in the case of an underwritten offering of Registrable Securities, at the
time of the closing under the underwriting agreement relating thereto, will
conform in all material respects to the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the


 


19






















 


statements
therein, in light of the circumstances under which they were made, not
misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than (A) from
(i) such time as a condition or event of the type described in Section
3(d)(viii)(F) or Section 3(c)(iii)(F) hereof is discovered by the Company and
notice thereof is given to holders of Registrable Securities as contemplated by
Section 3(d)(viii) and 3(c)(iii) hereof until (ii) such time as the Company
furnishes an amended or supplemented prospectus pursuant to Section 3(e) or
Section 3(c)(iv) hereof and (B) during the pendency of any suspension period
described in Section 2(c) hereof, each such registration statement, and each
prospectus (including any summary prospectus) contained therein or furnished
pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
supplemented, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading in the light of the circumstances then
existing; provided, however,that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.


 


(b) 
Any documents incorporated by reference in any prospectus referred to in
Section 5(a) hereof, when they become or became effective or are or were filed
with the Commission, as the case may be, will conform or conformed in all
material respects to the requirements of the Securities Act or the Exchange
Act, as applicable, and none of such documents will contain or contained an
untrue statement of a material fact or will omit or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; provided,
however,  that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use therein.


 


(c) 
The compliance by the Company with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the transactions
herein contemplated will not, except as could not reasonably be expected to
have a Material Adverse Effect (as defined in the Purchase Agreement), conflict
with or result in a breach of any of the terms or provisions of, or constitute
a default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of its subsidiaries
is subject, nor will such action result in any violation of the provisions of
the certificate of incorporation, certificate of formation or certificate of
limited partnership, as amended, or the by-laws or organization documents, as
applicable, of the Company or any of its subsidiaries or, except as could not
reasonably be expected to have a Material Adverse Effect (as defined in the
Purchase Agreement), any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction


 


20






















 


over the
Company or any of its subsidiaries or any of their properties; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the consummation by
the Company of the transactions contemplated by this Exchange and Registration
Rights Agreement, except the registration under the Securities Act of the
Securities, qualification of the Indenture under the Trust Indenture Act and
such consents, approvals, authorizations, registrations or qualifications as
may be required under State securities or blue sky laws in connection with the
offering and distribution of the Securities.


 


(d) 
This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by the Company.


 


6.     Indemnification.


 


(a)  Indemnification by the Company.  The Company will indemnify and hold harmless
each of the holders of Registrable Securities included in an Exchange Offer
Registration Statement, each of the Electing Holders of Registrable Securities
included in a Shelf Registration Statement and each person who participates as
a placement or sales agent or as an underwriter in any offering or sale of such
Registrable Securities against any losses, claims, damages or liabilities,
joint or several, to which such holder, agent or underwriter may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact contained in
any Exchange Offer Registration Statement or Shelf Registration Statement, as
the case may be, under which such Registrable Securities were registered under
the Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Company to any such holder, Electing Holder, agent
or underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and will
reimburse such holder, such Electing Holder, such agent and such underwriter
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however,that the Company shall not be liable to any such person in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final or
summary prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein and provided, further,that the Company shall not be liable to any holder, Electing Holder,
agent or underwriter under this subsection (a) with respect to any Preliminary
Offering Memorandum (as defined in the Purchase Agreement) to the extent that
such loss, claim, damage or liability of such holder, Electing Holder, agent or
underwriter results from the fact that such holder, Electing Holder, agent or
underwriter sold Securities to a person to whom it shall be established that
there was not sent or given, at or prior to the written confirmation of such
sale, a


 


21






















 


copy of the
Offering Memorandum (as defined in the Purchase Agreement) as then amended or
supplemented, if the Company has previously furnished copies thereof in
sufficient quantity to the Purchaser and sufficiently in advance of the Closing
Date to allow for distribution by the Closing Date, and the loss, claim, damage
or liability of such holder, Electing Holder, agent or underwriter results from
an untrue statement or omission of a material fact contained in or omitted from
the Preliminary Offering Memorandum that was corrected in the Offering
Memorandum or in the Offering Memorandum as then amended or supplemented and
such correction would have cured the defect giving rise to such loss, claim,
damage or liability.


 


(b)  Indemnification by the Holders and any Agents and
Underwriters.  The Company
may require, as a condition to including any Registrable Securities in any
registration statement filed pursuant to Section 2(b) hereof and to entering
into any underwriting agreement with respect thereto, that the Company shall
have received an undertaking reasonably satisfactory to it from the Electing
Holder of such Registrable Securities and from each underwriter named in any
such underwriting agreement, severally and not jointly, to (i) indemnify and
hold harmless the Company and all other holders of Registrable Securities,
against any losses, claims, damages or liabilities to which the Company or such
other holders of Registrable Securities may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, or any preliminary, final or summary prospectus
contained therein or furnished by the Company to any such Electing Holder,
agent or underwriter, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by
such Electing Holder or underwriter expressly for use therein, and (ii)
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however,that no such Electing Holder shall be required to undertake
liability to any person under this Section 6(b) for any amounts in excess of
the dollar amount of the proceeds to be received by such Electing Holder from
the sale of such Electing Holder’s Registrable Securities pursuant to such
registration.


 


(c)  Notices of Claims, Etc.  Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement
of any action, such indemnified party shall, if a claim in respect thereof is
to be made against an indemnifying party pursuant to the indemnification
provisions of or contemplated by this Section 6, notify such indemnifying party
in writing of the commencement of such action; but the omission so to notify
the indemnifying party shall not relieve it from any liability that it may have
to any indemnified party otherwise than under the indemnification provisions of
or contemplated by Section 6(a) or 6(b) hereof. In case any


 


22






















 


such action
shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation. No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.


 


(d)           Contribution.  If for any reason the indemnification provisions contemplated by
Section 6(a) or Section 6(b) hereof are unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or by such indemnified
party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not
be just and equitable if contributions pursuant to this Section 6(d) were
determined by pro rata allocation (even if the holders or any agents or
underwriters or all of them were treated as one entity for such purpose) or by
any other method of allocation that does not take account of the equitable
considerations referred to in this Section 6(d).  The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, or liabilities (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. 
Notwithstanding the provisions of this Section 6(d), no holder shall be
required to contribute any amount in excess of the amount by which the dollar
amount of the proceeds received by such holder from the sale of any Registrable
Securities (after deducting any fees, discounts and


 


23






















 


commissions
applicable thereto) exceeds the amount of any damages that such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages that such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
The holders’ and any underwriters’ obligations in this Section 6(d) to contribute
shall be several in proportion to the principal amount at maturity of
Registrable Securities registered or underwritten, as the case may be, by them
and not joint.


 


(e) 
The obligations of the Company under this Section 6 shall be in addition
to any liability that the Company may otherwise have and shall extend, upon the
same terms and conditions, to each officer, director and partner of each
holder, agent and underwriter and each person, if any, who controls any holder,
agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 6 shall be in addition to any liability that the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company (including any
person who, with his consent, is named in any registration statement as about
to become a director of the Company) and to each person, if any, who controls the
Company within the meaning of the Securities Act.


 


7.     Underwritten Offerings.


 


(a)  Selection of Underwriters.  If any of the Registrable Securities covered
by the Shelf Registration are to be sold pursuant to an underwritten offering,
the managing underwriter or underwriters thereof shall be designated by
Electing Holders holding at least a majority in aggregate principal amount at
maturity of the Registrable Securities to be included in such offering; provided that such designated managing
underwriter or underwriters is or are reasonably acceptable to the Company.


 


(b)  Participation by Holders.  Each holder of Registrable Securities hereby
agrees with each other such holder that no such holder may participate in any
underwritten offering hereunder unless such holder (i) agrees to sell such
holder’s Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.


 


24






















 


8.     Rule 144.


 


The Company
covenants to the holders of Registrable Securities that, to the extent it shall
be required to do so under the Exchange Act, the Company shall timely file the
reports required to be filed by it under the Exchange Act or the Securities Act
(including the reports under Section 13 and 15(d) of the Exchange Act referred
to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the
Securities Act) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitations of the exemption provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time, or any
similar or successor rule or regulation hereafter adopted by the Commission.
Upon the request of any holder of Registrable Securities in connection with
that holder’s sale pursuant to Rule 144, the Company shall deliver to such
holder a written statement as to whether it has complied with such
requirements.


 


9.     Miscellaneous.


 


(a)  No Inconsistent Agreements.  The Company represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities that would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.


 


(b)  Specific Performance.  The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchaser and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure,
and accordingly agree that the Purchaser and such holders, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement, in accordance with the terms
and conditions of this Exchange and Registration Rights Agreement, in any court
of the United States or any State thereof having jurisdiction.


 


(c)  Notices. 
All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered by hand, if delivered personally or by courier, or three days after
being deposited in the mail (registered or certified mail, postage prepaid,
return receipt requested) as follows: if to the Company, to it at PanAmSat
Holding Corporation, c/o PanAmSat Corporation, 20 Westport Road, Wilton,
Connecticut 06897, Attention: General Counsel, and, if to a holder, to the
address of such holder set forth in the security register or other records of
the Company, or to such other address as the Company or any such holder may
have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.


 


(d)  Parties in Interest.  All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall inure
to the benefit of and shall be enforceable by the parties hereto and the
holders from time to time of the Registrable Securities and the respective
successors and assigns of the parties hereto and


 


25






















 


such
holders.  In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Exchange and
Registration Rights Agreement, and by taking and holding such Registrable
Securities such transferee shall be entitled to receive the benefits of, and be
conclusively deemed to have agreed to be bound by all of the applicable terms
and provisions of this Exchange and Registration Rights Agreement. If the
Company shall so request, any such successor, assign or transferee shall agree
in writing to acquire and hold the Registrable Securities subject to all of the
applicable terms hereof.


 


(e)  Survival. 
The respective indemnities, agreements, representations, warranties and
each other provision set forth in this Exchange and Registration Rights
Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made
by or on behalf of any holder of Registrable Securities, any director, officer
or partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.


 


(f)  Governing Law.  This Exchange and Registration Rights
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.


 


(g)  Headings. 
The descriptive headings of the several Sections and paragraphs of this
Exchange and Registration Rights Agreement are inserted for convenience only,
do not constitute a part of this Exchange and Registration Rights Agreement and
shall not affect in any way the meaning or interpretation of this Exchange and
Registration Rights Agreement.


 


(h)  Entire Agreement; Amendments.  This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture
and the form of Securities) or delivered pursuant hereto that form a part hereof
contain the entire understanding of the parties with respect to its subject
matter.  This Exchange and Registration
Rights Agreement supersedes all prior agreements and understandings between the
parties with respect to its subject matter. 
This Exchange and Registration Rights Agreement may be amended and the
observance of any term of this Exchange and Registration Rights Agreement may
be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by
the Company and the holders of at least a majority in aggregate principal
amount at maturity of the Registrable Securities at the time outstanding.  Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(h), whether or not any notice,


 


26






















 


writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.


 


(i)  Inspection.  For so long as this
Exchange and Registration Rights Agreement shall be in effect, this Exchange
and Registration Rights Agreement and a complete list of the names and
addresses of all the registered holders of Registrable Securities shall be made
available for inspection and copying on any Business Day by any holder of
Registrable Securities for proper purposes only (which purposes shall include
any purpose related to the rights of the holders of Registrable Securities
under the Securities, the Indenture and this Agreement) at the offices of the
Company at the address thereof set forth in Section 9(c) above and at the
office of the Trustee under the Indenture.


 


(j)  Counterparts.  This agreement may be executed by the parties in counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.


 


27






















 


Execution Copy


 


If the foregoing
is in accordance with your understanding, please sign and return to us five
counterparts hereof, and, upon the acceptance hereof by you, this letter and
such acceptance hereof shall constitute a binding agreement between the
Purchaser and the Company.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  PanAmSat
  Holding Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W.
  Cuminale

  	
   

  
	
   

  	
   

  	
  Name: James
  W. Cuminale

  
	
   

  	
   

  	
  Title:
  Executive Vice President, General Counsel and Secretary

  



 






















 


Execution Copy


 


Accepted as of the date hereof:


 


Citigroup Global Markets Inc.


 


 


	
  By:

  	
  /s/ Robert
  H. Chen

  	
   

  
	
   

  	
  Name: Robert
  H. Chen

  
	
   

  	
  Title:
  Director

  



 






















 


Execution Copy


 


Exhibit A


 


PanAmSat Holding
Corporation


 


INSTRUCTION TO DTC PARTICIPANTS


 


[Date of Mailing]


 


URGENT - IMMEDIATE
ATTENTION REQUESTED


 


DEADLINE
FOR RESPONSE: [DATE]
(a)


 


The Depository Trust Company (“DTC”)
has identified you as a DTC Participant through which beneficial interests in
PanAmSat Holding Corporation (the “Company”) 103/8%
Senior Discount Notes Due 2014 (the “Securities”) are held.


 


The Company is in the process of registering
the Securities under the Securities Act of 1933, as amended, for resale by the
beneficial owners thereof.  In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.


 


It is important that beneficial owners of the
Securities receive a copy of the enclosed materials as soon as possible
as their rights to have the Securities included in the registration statement
depend upon their returning the Notice and Questionnaire by [Deadline
For Response].  Please
forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. 
If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact PanAmSat Holding
Corporation, c/o PanAmSat Corporation, 20 Westport Road, Wilton, Connecticut
06897.


 












(a) Not less than 28 calendar
days from date of mailing.  


 


A-1






















 


PanAmSat Holding Corporation


 


Notice of Registration Statement


and


Selling Securityholder Questionnaire


 


[Date]


 


Reference is hereby made to the Exchange and
Registration Rights Agreement (the “Exchange and Registration Rights
Agreement”) between PanAmSat Holding Corporation (the “Company”) and
the Purchaser named therein.  Pursuant
to the Exchange and Registration Rights Agreement, the Company has filed with
the United States Securities and Exchange Commission (the “Commission”)
a registration statement on Form [  ] (the “Shelf Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s 103/8% Senior Discount Notes
Due 2014 (the “Securities”).  A
copy of the Exchange and Registration Rights Agreement is attached hereto.  All capitalized terms used and not defined
herein shall have the meanings ascribed thereto in the Exchange and
Registration Rights Agreement.


 


Each beneficial owner of Registrable
Securities (as defined below) is entitled to have the Registrable Securities
beneficially owned by it included in the Shelf Registration Statement.  In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire (“Notice and
Questionnaire”) must be completed, executed and delivered to the Company’s
counsel at the address set forth herein for receipt ON OR BEFORE [DEADLINE
FOR RESPONSE].  Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Registrable Securities.


 


Certain legal consequences arise from being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Shelf Registration Statement
and related Prospectus.


 


The term “Registrable Securities” is
defined in the Exchange and Registration Rights Agreement.


 


A-2






















 


ELECTION


 


The undersigned holder (the “Selling
Securityholder”) of Registrable Securities hereby elects to include in the
Shelf Registration Statement the Registrable Securities beneficially owned by
it and listed below in Item (3).  The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder
were an original party thereto.


 


Upon any sale of Registrable Securities
pursuant to the Shelf Registration Statement, the Selling Securityholder will
be required to deliver to the Company and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the
Exchange and Registration Rights Agreement.


 


The Selling Securityholder hereby provides
the following information to the Company and represents and warrants that such
information is accurate and complete:


 


A-3






















 


	
  QUESTIONNAIRE

  
	
   

  
	
  (1)

  	
  (a)

  	
  Full Legal
  Name of Selling Securityholder:
                                                                       

   

  
	
   

  	
  (b)

  	
  Full Legal
  Name of Registered Holder (if not the same as in (a) above) of Registrable
  Securities Listed in Item (3)
  below:                                                               

   

  
	
   

  	
  (c)

  	
  Full Legal
  Name of DTC Participant (if applicable and if not the same as (b) above)
  Through Which Registrable Securities Listed in Item (3) below are Held:

                                                                 

   

  
	
  (2)

  	
   

  	
  Address:

  
	
   

  	
   

  	
                                                                 

  
	
                                                                 

  
	
                                                                 

  
	
   

  
	
  Telephone:

  	
                                                                 

  
	
  Fax:

  	
                                                                 

  
	
  Contact
  Person:

  	
                                                                 

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Beneficial
  Ownership of Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below in this Item (3),
  the undersigned does not beneficially own any Securities.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Principal
  amount at maturity of Registrable Securities beneficially owned:                                                               

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CUSIP
  No(s).  of such Registrable
  Securities: 
                                                                 

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Principal
  amount at maturity of Securities other than Registrable Securities beneficially
  owned:

  
	
   

  	
   

  	
                                                                                                                                                                                  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s).
  of such other Securities: 
                                                                 

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Principal
  amount at maturity of Registrable Securities that the undersigned wishes to
  be included in the Shelf Registration Statement:
                                                                 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s).
  of such Registrable Securities to be included in the Shelf Registration
  Statement:
                                                                 

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Beneficial
  Ownership of Other Securities of the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below in this Item (4),
  the undersigned Selling Securityholder is not 

  



 


A-4






















 


	
   

  	
   

  	
  the beneficial or registered owner of any
  other securities of the Company, other than the Securities listed above in
  Item (3).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any
  exceptions here:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  Relationships
  with the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below, neither the
  Selling Securityholder nor any of its affiliates, officers, directors or
  principal equity holders (5% or more) has held any position or office or has
  had any other material relationship with the Company (or its predecessors or
  affiliates) during the past three years.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any
  exceptions here:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Plan of
  Distribution:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below, the undersigned
  Selling Securityholder intends to distribute the Registrable Securities
  listed above in Item (3) only as follows (if at all): Such Registrable
  Securities may be sold from time to time directly by the undersigned Selling
  Securityholder or, alternatively, through underwriters, broker-dealers or
  agents.  Such Registrable Securities
  may be sold in one or more transactions at fixed prices, at prevailing market
  prices at the time of sale, at varying prices determined at the time of sale,
  or at negotiated prices.  Such sales
  may be effected in transactions (which transactions may involve crosses or
  block transactions) (i) on any national securities exchange or quotation
  service on which the Registered Securities may be listed or quoted at the
  time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise
  than on such exchanges or services or in the over-the-counter market, or (iv)
  through the writing of options.  In
  connection with sales of the Registrable Securities or otherwise, the Selling
  Securityholder may enter into hedging transactions with broker-dealers, which
  may in turn engage in short sales of the Registrable Securities in the course
  of hedging the positions they assume. 
  The Selling Securityholder may also sell Registrable Securities short
  and deliver Registrable Securities to close out such short positions, or loan
  or pledge Registrable Securities to broker-dealers that in turn may sell such
  securities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any
  exceptions here:

  
	
   

  	
   

  	
   

  



 


A-5






















 


By signing below, the Selling Securityholder
acknowledges that it understands its obligation to comply, and agrees that it
will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M.


 


In the event that the Selling Securityholder
transfers all or any portion of the Registrable Securities listed in Item (3)
above after the date on which such information is provided to the Company, the
Selling Securityholder agrees to notify the transferee(s) at the time of the
transfer of its rights and obligations under this Notice and Questionnaire and
the Exchange and Registration Rights Agreement.


 


By signing below, the Selling Securityholder
consents to the disclosure of the information contained herein in its answers
to Items (1) through (6) above and the inclusion of such information in the
Shelf Registration Statement and related Prospectus.  The Selling Securityholder understands that such information will
be relied upon by the Company in connection with the preparation of the Shelf
Registration Statement and related Prospectus.


 


In accordance with the Selling
Securityholder’s obligation under Section 3(d) of the Exchange and Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the Selling Securityholder
agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof at any
time while the Shelf Registration Statement remains in effect.  All notices hereunder and pursuant to the
Exchange and Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery
as follows:


 


(i) To the Company:


 




	
   

  	
  PanAmSat Holding Corporation

  
	
   

  	
  c/o PanAmSat Corporation

  
	
   

  	
  20 Westport Road

  
	
   

  	
  Wilton, Connecticut 06897

  
	
   

  	
  Attention: James W. Cuminale

  






 


(ii) With a copy to:


 




	
   

  	
  Simpson, Thatcher & Bartlett LLP

  
	
   

  	
  425 Lexington Avenue

  
	
   

  	
  New York, New York 10017

  
	
   

  	
  Attention: Joseph H. Kaufman

  






 


Once this Notice and Questionnaire is
executed by the Selling Securityholder and received by the Company’s counsel,
the terms of this Notice and Questionnaire, and the representations and warranties
contained herein, shall be binding on, shall inure to the benefit of and shall
be enforceable by the respective successors, heirs, personal representatives,
and assigns of the Company and the Selling Securityholder (with respect to the
Registrable Securities beneficially


 


A-6






















 


owned by such Selling Securityholder and
listed in Item (3) above). This Agreement shall be governed in all respects by
the laws of the State of New York.


 


A-7






















 


IN WITNESS WHEREOF, the undersigned, by
authority duly given, has caused this Notice and Questionnaire to be executed
and delivered either in person or by its duly authorized agent.


 


Dated:


 


 




	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  	
   

  
	
   

  	
  (Print/type
  full legal name of beneficial owner of Registrable Securities)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  






 


PLEASE RETURN THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO
THE COMPANY’S COUNSEL AT:


 


 




	
   

  	
  Simpson,
  Thatcher & Bartlett LLP

  
	
   

  	
  425
  Lexington Avenue

  
	
   

  	
  New York,
  New York 10017

  
	
   

  	
  Attention:
  Joseph H. Kaufman

  






 


A-8






















 


Execution Copy


 


Exhibit B


 


NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


 


The Bank of New York


PanAmSat Holding Corporation


c/o The Bank of New York


101 Barclay Street, 8W


New York, New York 10286


 


Attention: Trust Officer


 




	
  Re:

  	
   

  	
  PanAmSat
  Holding Corporation (the “Company”)

  
	
   

  	
   

  	
  103/8%
  Senior Discount Notes Due 2014

  	
   

  






 


Dear Sirs:


 


Please be advised that
                                                   has
transferred
$                                             aggregate
principal amount at maturity of the above-referenced Notes pursuant to an
effective Registration Statement on Form
[       ] (File No.
333-                 )
filed by the Company.


 


We hereby certify that the prospectus
delivery requirements, if any, of the Securities Act of 1933, as amended, have
been satisfied and that the above-named beneficial owner of the Notes is named
as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto,
and that the aggregate principal amount at maturity of the Notes transferred
are the Notes listed in such Prospectus opposite such owner’s name.


 


Dated:


 




	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
					






 


B-1