EXHIBIT 99.1
VOTING AGREEMENT
This Voting Agreement (this "AGREEMENT") is dated as of August
28,
2005, among Intelsat (Bermuda), Ltd., a
Bermuda corporation ("PARENT"), Proton
Acquisition Corporation, a Delaware
corporation and a wholly-owned Subsidiary of
Parent ("MERGER SUB"), PanAmSat Holding
Corporation, a Delaware corporation (the
"COMPANY"), and the shareholders of the
Company executing this Agreement on the
signature page hereto (each, a
"SHAREHOLDER" and collectively, the
"SHAREHOLDERS").
RECITALS
A. Concurrently with the execution of this Agreement, Parent,
Merger
Sub and the Company have entered into an
Agreement and Plan of Merger (the
"MERGER AGREEMENT"), which provides, among
other things, for the Merger of
Merger Sub with and into the Company, upon
the terms and subject to the
conditions set forth therein.
B. As of the date hereof and for so long as this Agreement remains
in
effect, each Shareholder is the record and
Beneficial Owner of, and has the sole
right to vote and dispose of, that number
of shares of Company Common Stock set
forth below such Shareholder's name on the
signature page hereto.
C. As an inducement to Parent and Merger Sub entering into the
Merger
Agreement and incurring the obligations
therein, each Shareholder has agreed
enter into this Agreement.
NOW THEREFORE, the parties hereto agree as follows:
I CERTAIN
DEFINITIONS
1.1. CAPITALIZED TERMS. Capitalized terms used in this Agreement
and
not defined herein have the meanings
ascribed to such terms in the Merger
Agreement.
1.2. OTHER DEFINITIONS. For the purposes of this Agreement:
"BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" with respect to
any
securities means having "beneficial
ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange
Act).
"COMPANY COMMON STOCK" means common stock, par value $0.01 per
share,
of the Company, and will also include for
purposes of this Agreement all shares
or other voting securities into which
shares of Company Common Stock may be
reclassified, sub-divided, consolidated or
converted and any rights and benefits
arising therefrom, including any dividends
or distributions of securities which
may be declared in respect of the shares of
Company Common Stock and entitled to
vote in respect of the matters contemplated
by Article II.
"REPRESENTATIVE" means, with respect to any particular Person,
its
officers, directors, employees, partners,
investment bankers, attorneys,
accountants, agents or other advisors or
representatives.
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"TRANSFER" means, with respect to a security, the sale, grant,
assignment, transfer, pledge,
hypothecation, encumbrance, assignment,
constructive sale, or other disposition of
such security or the Beneficial
Ownership thereof (including by operation
of Law), or the entry into of any
Contract to effect any of the foregoing,
including, for purposes of this
Agreement, the transfer or sharing of any
voting power of such security.
II AGREEMENT TO
VOTE
2.1. AGREEMENT TO VOTE. Subject to the terms and conditions
hereof,
each Shareholder irrevocably and
unconditionally agrees that from and after the
date hereof and until the earlier to occur
of (a) the Effective Time and (b) the
termination of the Merger Agreement in
accordance with its terms (the
"EXPIRATION TIME"), at any meeting (whether
annual or special, and at each
adjourned or postponed meeting) of
stockholders, however called, or in
connection with any written consent of the
Company's stockholders, each
Shareholder will (x) appear at each such
meeting or otherwise cause its Owned
Shares to be counted as present thereat for
purposes of calculating a quorum,
and respond to each request by the Company
for written consent, if any and (y)
vote (or consent), or cause to be voted at
such meeting (or validly execute and
return and cause such consent to be granted
with respect to), all of such
Shareholder's shares of Company Common
Stock Beneficially Owned by such
Shareholder as of the relevant time ("OWNED
SHARES") (i) in favor of the
adoption of the Merger Agreement (whether
or not recommended by the Company
Board), (ii) against any Competing
Transaction, (iii) against any proposal made
in opposition to, or in competition or
inconsistent with, the Merger or the
Merger Agreement, including the adoption
thereof, (iv) against any action or
agreement that such Shareholder knows would
result in a breach of any
representation, warranty, covenant or
agreement of the Company under the Merger
Agreement, (v) against any liquidation or
winding up of the Company, (vi)
against any extraordinary dividend by the
Company or change in the capital
structure of the Company (other than
pursuant to the Merger Agreement) and (vii)
against any action or agreement that such
Shareholder knows would, or knows
would be reasonably likely to, result in
any condition to the consummation of
the Merger set forth in Article V of the
Merger Agreement not being fulfilled or
knows would materially adversely affect the
ability of the Company to consummate
the transactions contemplated by the Merger
Agreement by the Outside Date.
2.2. ADDITIONAL SHARES. Each Shareholder hereby agrees, while
this
Agreement is in effect, to promptly notify
Parent of the number of any new
shares of Company Common Stock with respect
to which Beneficial Ownership is
acquired by such Shareholder, if any, after
the date hereof. Any such shares of
Company Common Stock shall automatically
become subject to the terms of this
Agreement.
2.3. RESTRICTIONS ON TRANSFER, ETC. Except as provided for herein,
each
Shareholder agrees, from the date hereof
until the Expiration Time, not to (a)
tender into any tender or exchange offer or
otherwise directly or indirectly
Transfer any Owned Shares, or (b) grant any
proxies with respect to such
Shareholder's Owned Shares, deposit such
Shareholder's Owned Shares into a
voting trust, enter into a voting agreement
with respect to any of such
Shareholder's Owned Shares or otherwise
restrict the ability of such Shareholder
freely to exercise all voting rights with
respect thereto. Any action attempted
to be taken in violation of the preceding
sentence will be null and void. Each
Shareholder further agrees to authorize and
request the Company to notify the
Company's transfer agent that there is a
stop transfer order
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with respect to all of the Owned Shares and
that this Agreement places limits on
the voting of the Owned Shares. If so
requested by Parent, each Shareholder
agrees that the certificates representing
Owned Shares shall bear a legend
stating that they are subject to this
Agreement and to the irrevocable proxy
granted in Section 2.4 of this
Agreement.
2.4. PROXIES. Each Shareholder hereby revokes any and all
previous
proxies granted with respect to its Owned
Shares. By entering into this
Agreement, each Shareholder hereby grants a
proxy appointing Parent, Merger Sub
and each of their designees, and each of
them individually, as such
Shareholder's attorney-in-fact and proxy,
with full power of substitution, for
and in such Shareholder's name, to be
counted as present, vote, dissent or
withhold consent (but not affirmatively
consent in writing), or otherwise to act
on behalf of the Shareholder with respect
to its Owned Shares in favor of the
Merger Agreement and otherwise in the
manner contemplated by, and to give effect
to, Section 2.1. The proxy granted by each
Shareholder pursuant to this Section
2.4 is, subject to the last sentence of
this Section 2.4, irrevocable and is
coupled with an interest, in accordance
with Section 212(e) of the DGCL, and is
granted in order to secure such
Shareholder's performance under this Agreement
and also in consideration of Parent and
Merger Sub entering into this Agreement
and the Merger Agreement. If any
Shareholder fails for any reason to be counted
as present, consent or vote such
Shareholder's Owned Shares in accordance with
the requirements of Section 2.1 above (or
anticipatorily breaches such section),
then Parent and Merger Sub shall have the
right to cause to be present, consent
or vote such Shareholder's Owned Shares in
accordance with the provisions of
Section 2.1. The proxy granted by each
Shareholder hereunder shall supersede any
prior proxy and shall not be superseded by
any later proxy granted, made or
purported to be granted or made by each
such Shareholder. The proxy granted by
each Shareholder shall terminate upon
termination of this Agreement in
accordance with its terms.
III
REPRESENTATIONS AND WARRANTIES
3.1. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. Each
Shareholder,
severally and not jointly, represents and
warrants to Parent, Merger Sub and the
Company as of the date of this Agreement
(or, in the case of a Permitted
Transferee, as of the date of the relevant
Transfer) and as of the date of any
meeting of stockholders and as of the date
of the execution of any written
consent of the Shareholders, as follows
(provided, however, with respect to any
representation and warranty made as of a
date after the date hereof, such
Shareholder severally and not jointly makes
such representation and warranty
with exceptions that would not reasonably
be expected to adversely affect such
Shareholder's ability to comply with its
obligations pursuant to Section 2.1):
(a) Such Shareholder has the requisite capacity and authority
to
execute and deliver this Agreement and to
consummate the transaction
contemplated hereby. This Agreement has
been duly and validly executed and
delivered by such Shareholder and
constitutes a legal, valid and binding
agreement of such Shareholder enforceable
by Parent, Merger Sub and the Company
against such Shareholder in accordance with
its terms.
(b) Such Shareholder is the record and Beneficial Owner, free
and
clear of any Liens (other than those
arising under this Agreement) of the Owned
Shares, which, as of the date hereof, are
set forth below such Shareholder's
name on the signature page hereto, and
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except as provided in this Agreement, has
full and unrestricted power to dispose
of and vote all of, and has not granted any
proxy inconsistent with this
Agreement that is still effective or
entered into any voting or similar
agreement with respect to, such
Shareholder's Owned Shares. The Owned Shares set
forth below such Shareholder's name on the
signature page hereto constitute all
of the capital stock of the Company that is
Beneficially Owned by such
Shareholder (other than (i) Owned Shares of
another affiliated Shareholder that
is a party hereto and (ii) the shares of
and options for shares of Company
Common Stock owned by or granted to
Affiliates of such Shareholder who are
directors of the Company) and, except for
such Shareholder's Owned Shares, the
Owned Shares owned by the other
Shareholders who are parties to this Agreement
and the shares of and options for shares of
Company Common Stock owned by or
granted to Affiliates of such Shareholder
who are directors of the Company, such
Shareholder and such Shareholder's
Affiliates in its private equity business
(and not its portfolio companies) do not
Beneficially Own or have any right to
acquire (whether currently, upon lapse of
time, following the satisfaction of
any conditions, upon the occurrence of any
event or any combination of the
foregoing), any shares of Company Common
Stock or any securities convertible
into shares of Company Common Stock
(including options to purchase Company
Common Stock).
(c) None of the execution and delivery of this Agreement by
such
Shareholder, the consummation by such
Shareholder of the transactions
contemplated hereby or compliance by such
Shareholder with any of the provisions
hereof (i) requires any consent or other
authorization, approval or permit of,
or filing with or notification to, any
Governmental Authority or any other
Person by such Shareholder, except as
contemplated by the Merger Agreement, (ii)
results in a violation or breach of, or
constitutes (wi
