Exhibit 10.23


 


[Form of
Management Services

Agreement Termination Letter]


 


March     , 2005


 


PanAmSat Corporation 

20 Westport Road

Wilton, Connecticut  06897


 


Ladies and Gentlemen:


 


Reference
is made to the letter agreement (the “Fee Letter”) dated August 20, 2004,
between PanAmSat Corporation (the “Company”) and [                    ].
Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Fee Letter.


 


In
consideration of the premises and agreements contained herein and of other good
and valuable consideration, the sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.                                       Pursuant
to paragraph 9 of the Fee Letter and notwithstanding paragraph 13 thereof, each
of [                     ]
and the Company agree to
terminate the Fee Letter and the Company’s preexisting obligation to pay the
Annual Fee in consideration for the payment of the Termination Fee (as defined
below) to [                     ], such termination to be
effective upon the consummation of the initial public offering of the Company’s
common stock (the date of such consummation, the “IPO Closing Date”) and the
payment of the Termination Fee referred to below.


 


2.                                       The Company agrees to pay [                     ] a fee equal to its Pro Rata
Share of an amount equal to ten million dollars ($10,000,000)  (the “Termination Fee”), such fee to be
payable in immediately available funds on the IPO Closing Date.


 


3.                                       For the avoidance of doubt, it
is expressly understood that paragraphs 4-6, 8, 11 and 12 of Fee Letter
will survive in their entirety.


 


4.                                       If any term or provision of this
letter agreement or the application thereof shall, in any jurisdiction and to
any extent, be invalid and unenforceable, such term or provision shall be
ineffective, as to such jurisdiction, solely to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable any remaining
terms or provisions hereof or affecting the validity or enforceability of such
term or provision in any other jurisdiction. 
To the extent permitted by applicable law, the parties hereto waive any
provision of law that renders any term or provision of this letter agreement
invalid or unenforceable in any respect.


 





















 


5.                                       Each party hereto waives all
right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) related to or arising out of our retention
pursuant to, or our performance of the services contemplated by this letter
agreement.


 


6.                                       This letter agreement may be
executed in counterparts, each of which shall be deemed an original agreement,
but all of which together shall constitute one and the same instrument.


 


7.                                       This letter agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York.


 


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left blank]


 


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If the
foregoing sets forth the understanding between us, please so indicate on the
enclosed signed copy of this letter in the space provided therefor and return
it to us, whereupon this letter shall constitute a binding agreement among us.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [                       ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED TO AND ACCEPTED BY:

  	
   

  
	
   

  	
   

  
	
   

  	
  PanAmSat Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: