BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT
ANY OTHER PROVISION OR ANY OTHER JURISDICTION, BUT THIS AGREEMENT SHALL BE
REFORMED, CONSTRUED AND ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID,
ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER
SHALL CONSTITUTE ONE INSTRUMENT.
THIS AGREEMENT MAY BE EXECUTED BY FACSIMILE
SIGNATURE(S).
(H)
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
THE PARTIES TO THIS AGREEMENT HEREBY AGREE TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
FROM ANY THEREOF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.
(I)
SPECIFIC PERFORMANCE.
EACH PARTY HERETO ACKNOWLEDGES THAT MONEY DAMAGES
WOULD NOT BE AN ADEQUATE REMEDY IN THE EVENT THAT ANY OF THE COVENANTS OR
AGREEMENTS IN THIS AGREEMENT ARE NOT PERFORMED IN ACCORDANCE WITH ITS TERMS, AND
IT IS THEREFORE AGREED THAT IN ADDITION TO AND WITHOUT LIMITING ANY OTHER REMEDY
OR RIGHT IT MAY HAVE, THE NON-BREACHING PARTY WILL HAVE THE RIGHT TO AN
INJUNCTION, TEMPORARY RESTRAINING ORDER OR OTHER EQUITABLE RELIEF IN ANY COURT
OF COMPETENT JURISDICTION ENJOINING ANY SUCH BREACH AND ENFORCING SPECIFICALLY
THE TERMS AND PROVISIONS HEREOF.
(J)
FURTHER ASSURANCES.
AT ANY TIME OR FROM TIME TO TIME AFTER THE DATE
HEREOF, THE PARTIES AGREE TO COOPERATE WITH EACH OTHER, AND AT THE REQUEST OF
ANY OTHER PARTY, TO EXECUTE AND DELIVER ANY FURTHER INSTRUMENTS OR DOCUMENTS AND
TO TAKE ALL SUCH FURTHER ACTION AS THE OTHER PARTY MAY REASONABLY REQUEST IN
ORDER TO EVIDENCE OR EFFECTUATE THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND TO OTHERWISE CARRY OUT THE INTENT OF THE PARTIES
HEREUNDER.
(K)
TERMINATION.
THE PROVISIONS OF THIS AGREEMENT (OTHER THAN SECTION 5)
SHALL TERMINATE AT SUCH TIME AS THERE SHALL BE NO REGISTRABLE SECURITIES
OUTSTANDING.
NOTHING HEREIN SHALL RELIEVE ANY PARTY FROM ANY LIABILITY FOR THE
BREACH OF ANY OF THE AGREEMENTS SET FORTH IN THIS AGREEMENT.
16
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or
caused this Agreement to be duly executed on its behalf as of the date first
written above.
PANAMSAT CORPORATION
By:
/s/ James W. Cuminale
Name:
James W. Cuminale
Title:
Executive Vice President & General Counsel
CONSTELLATION, LLC
By:
/s/ Alexander Navab
Name:
Alexander Navab
Title:
President
CARLYLE PANAMSAT I, LLC
By:
/s/ Bruce Rosenblum
Name:
Bruce Rosenblum
Title:
Managing Director
CARLYLE PANAMSAT II, LLC
By:
/s/ Bruce Rosenblum
Name:
Bruce Rosenblum
Title:
Managing Director
PEP PAS, LLC
By: