Exhibit 10.7 
  STOCKHOLDERS AGREEMENT of PANAMSAT CORPORATION  dated as of August 20, 2004   
   
   TABLE OF CONTENTS Page RECITALSARTICLE I DEFINITIONSSECTION 1.1.  
  Certain Defined TermsSECTION 1.2.  
  Other Definitional ProvisionsARTICLE II CORPORATE
  GOVERNANCESECTION 2.1.  
  Board RepresentationSECTION 2.2.  
  CommitteesSECTION 2.3.  
  Consent RightsSECTION 2.4.  
  Available Financial InformationSECTION 2.5.  
  AccessSECTION 2.6. 
  Termination of RightsSECTION 2.7.  
  Corporate OpportunitiesSECTION 2.8.  
  Non-CompetitionARTICLE III
  TRANSFERSSECTION 3.1.  
  Rights and Obligations of TransfereesSECTION 3.2.  
  Transfer RestrictionsSECTION 3.3.  
  Right of First OfferSECTION 3.4.  
  Right of Co-Sale on Transfers by StockholdersSECTION 3.5.  
  Drag Along RightSECTION 3.6.  
  Void TransfersARTICLE IV
  EQUITY PURCHASE RIGHTSSECTION 4.1.  
  Equity Purchase RightsARTICLE V
  MISCELLANEOUSSECTION 5.1.  
  Stockholder Indemnification; Reimbursement of ExpensesSECTION 5.2.  
  TerminationSECTION 5.3.  
  Amendments and WaiversSECTION 5.4.  
  Successors, Assigns and TransfereesSECTION 5.5.  
  LegendSECTION 5.6.  
  NoticesSECTION 5.7.  
  Further AssurancesSECTION 5.8.  
  Entire AgreementSECTION 5.9.  
  Restrictions on Other Agreements; BylawsSECTION 5.10.  
  Delays or OmissionsSECTION 5.11.  
  Governing Law; Jurisdiction; Waiver of Jury TrialSECTION 5.12.  
  SeverabilitySECTION 5.13.  
  EnforcementSECTION 5.14.  
  Titles and SubtitlesSECTION 5.15.  
  No RecourseSECTION 5.16.  
  Counterparts; Facsimile Signatures  i 
     FSS Operators  ExhibitsExhibit A  Assignment and Assumption
  Agreement   ii 
    THIS STOCKHOLDERS AGREEMENT
(this Agreement) is entered as of August 20, 2004, among PANAMSAT
CORPORATION, a Delaware corporation (the Company), and each of the
Stockholders (as defined below) and each of the other parties signatory hereto. RECITALS WHEREAS, the Company has
entered into that certain Transaction Agreement, dated as of April 20, 2004
(the Transaction Agreement), by and among Constellation, LLC, a
Delaware limited liability company (Constellation), the Company, The
DIRECTV Group, Inc., a Delaware corporation (Parent), and PAS Merger
Sub, Inc., a Delaware corporation (Merger Sub), pursuant to which
first, Merger Sub will merge with and into the Company; second, following such
merger, the Company will repurchase from Parent a number of shares of common
stock, par value $0.01 per share, of the Company (the Common Stock)
owned by Parent; and, third, following such repurchase Constellation will
acquire from Parent all of the outstanding shares of Common Stock held by
Parent; WHEREAS, on May 17, 2004,
Constellation entered into letter agreements (each, a Commitment Letter)
with Carlyle PanAmSat I, L.L.C., and Carlyle PanAmSat II, L.L.C. (together, Carlyle),
on the one hand, and with PEP PAS, LLC and PEOP PAS, LLC (together, Providence),
on the other hand, pursuant to which Constellation assigned to each of Carlyle
and Providence the right under the Transaction Agreement to purchase from
Parent $149,520,733.93 million, for a total of $299,041,467.86 million, of the
shares of the Company Common Stock, at the same price per share to be paid by
Constellation at the Stock Purchase Closing (as defined in the Transaction
Agreement); WHEREAS, following the Stock
Purchase Closing, Constellation shall beneficially own approximately 44% of the
Common Stock, and Carlyle and Providence shall each beneficially own
approximately 27% of the Common Stock (each of Constellation, Carlyle and
Providence, a Stockholder and together, the Stockholders); WHEREAS, each of the
Stockholders desires to promote the interests of the Company and the mutual
interests of Stockholders by establishing herein certain terms and conditions
upon which the shares of Common Stock will be held, including provisions
restricting the transfer of shares of Common Stock, and providing for certain
other matters. NOW, THEREFORE, in
consideration of the foregoing recitals and of the mutual promises hereinafter
set forth, the Company and the Stockholders hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1.        Certain
Defined Terms.  As used herein, the
following terms shall have the following meanings: Acceptance Notice
has the meaning assigned to such term in Section 3.3(b).   
   Affiliate means,
with respect to any Person, (i) any Person directly or indirectly controlling,
controlled by or under common control with such Person, (ii) any Person
directly or indirectly owning or controlling ten percent (10%) or more of any
class of outstanding equity securities of such Person or (iii) any officer,
director, general partner or trustee of any such Person described in clause (i)
or (ii). beneficial owner or
beneficially own has the meaning given such term in Rule 13d-3 under
the Exchange Act and a Persons beneficial ownership of Common Stock or other
Voting Securities of the Company shall be calculated in accordance with the
provisions of such Rule; provided, however, that for purposes of
determining beneficial ownership, (i) a Person shall be deemed to be the
beneficial owner of any security which may be acquired by such Person, whether
within sixty (60) days or thereafter, upon the conversion, exchange or exercise
of any warrants, options, rights or other securities and (ii) no Person shall
be deemed to beneficially own any security solely as a result of such Persons
execution of this Agreement. Board means the
Board of Directors of the Company. Business Day means
any day that is not a Saturday, a Sunday or other day on which banks are
required or authorized by law to be closed in the City of New York. Bylaws means the
Bylaws of the Company, as in effect on the date hereof and as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof, the terms of the Charter and the terms of this
Agreement. Carlyle has the
meaning assigned to such term in the recitals. Carlyle Designee
means any Director designated by Carlyle pursuant to Section 2.1(a) of this
Agreement. Carlyle Group Designee
has the meaning assigned to such term in Section 2.1(a). Carlyle Fund has
the meaning assigned to such term in Section 2.1(a). Carlyle VCOC Designee
has the meaning assigned to such term in Section 2.1(a). CEO Designee has
the meaning assigned to such term in Section 2.1(a). Change of Control
means (i) the sale of all or substantially all of the assets of the Company to
an Unaffiliated Person; (ii) a sale resulting in more than 50% of the voting
stock of the Company being held by an Unaffiliated Person; (iii) a merger,
consolidation, recapitalization or reorganization of the Company with or into
another Unaffiliated Person; if and only if
any such event listed in clauses (i) through (iii) above results in the
inability the Stockholders, or any member or members of the respective
Stockholders, to designate or elect a majority of the Board (or the board of
directors of the resulting entity or its parent company).  For purposes of this definition, the term Unaffiliated
Person means any Person or Group who is not (x) any of the Stockholders or
any member of the respective Stockholders, (y) an Affiliate  2 
   of
any of the Stockholders or any member of the respective Stockholders, or (z) an
entity in which any of the Stockholders, or any member of the respective
Stockholders holds, directly or indirectly, a majority of the economic
interests in such entity. Charter means the
Restated Certificate of Incorporation of the Company, as in effect on the date
hereof and as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof and the terms of this
Agreement. Common Stock means
the common stock, par value $0.01 per share, of the Company and any securities
issued in respect thereof, or in substitution therefor, in connection with any
stock split, dividend or combination, or any reclassification, recapitalization,
merger, consolidation, exchange or other similar reorganization. Company Competitor
means any Person that is primarily engaged in any businessthat directly or
indirectly competes with the business of the Company in (i) the sale or lease
of, or the provision of satellite services via, transponder capacity on
satellites operating in geostationary earth orbit; or (ii) the provision of
telemetry, tracking and control services for such satellites and for other
satellites operating in geostationary earth orbit. Competing Action
has the meaning assigned to such term in Section 2.7. Competing Enterprise
has the meaning assigned to such term in Section 2.7. Constellation has
the meaning assigned to such term in the recitals. Constellation Designee
means any Director designated by Constellation pursuant to Section 2.1(a) of
this Agreement. control (including
the terms controlled by and under common control with), with
respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or
otherwise. Controlled Affiliate
means, with respect to any Person, (i) any Person directly or indirectly
controlling, controlled by or under common control with such Person, or (ii)
any Person directly or indirectly owning or controlling an amount of shares of
any class of outstanding equity securities of such Person sufficient to (or
otherwise having the right to) elect a majority of the board of directors or
similar governing body of such Person. Co-Sale Participant
has the meaning assigned to such term in Section 3.4(a). Director means any
member of the Board. Drag Along Notice
has the meaning assigned to such term in Section 3.5(d). Drag Transaction
has the meaning assigned to such term in Section 3.5(b).  3 
   Equity Purchase Shares
has the meaning assigned to such term in Section 4.1(a). Equity Securities
means any and all shares of Common Stock of the Company, securities of the
Company convertible into, or exchangeable or exercisable for, such shares, and
options, warrants or other rights to acquire such shares. Exchange Act means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. Exempt Transaction
means any acquisition or disposition (whether through merger, consolidation or
otherwise) (i) which has a purchase price (including any assumed indebtedness
and valuing any non-cash consideration at its Fair Market Value) of less than
fifty million dollars ($50,000,000) and (ii) which, together with all other
Exempt Transactions after the Stock Purchase Closing Date, has an aggregate
purchase price (including any assumed indebtedness and valuing any non-cash
consideration at its Fair Market Value), of less than two hundred million
dollars ($200,000,000); provided that no transaction described herein
with any Affiliate of any Stockholder shall constitute an Exempt Transaction. Exercising Stockholder
has the meaning assigned to such term in Section 4.1(d). Fair Market Value
means with respect to Common Stock (i) from and after the consummation of an
IPO, the average of the closing sale prices of shares on the stock exchange or
national market on which the shares are principally trading for a period of 30
trading days ending on the date in question, or (ii) prior to the consummation
of an IPO, the fair market value of the shares as determined in good faith by
the Board; and with respect to any other non-cash consideration, the fair
market value of such non-cash consideration as determined in good faith  by the Board. FCC means the
United States Federal Communications Commission. First Offer Price
has the meaning assigned to such term in Section 3.3(a). Fully-Diluted Basis
with respect to Common Stock or Voting Securities means the number of shares of
Common Stock or Voting Securities, as the case may be, which are issued and
outstanding or owned or held, as applicable, at the date of determination plus
the number of shares of Common Stock or Voting Securities, as the case may be,
issuable pursuant to any securities (other than, in the case of Voting
Securities, other Voting Securities that the initial Voting Securities are
convertible into or exchangeable or exercisable for), warrants, rights or
options then outstanding, convertible into or exchangeable or exercisable for
(whether or not subject to contingencies or passage of time, or both), Common
Stock or Voting Securities, as the case may be. GAAP means
generally accepted accounting principles, as in effect in the United States of
America from time to time.  4 
   Group has the
meaning assigned to such term in Section 13(d)(3) of the Exchange Act. IPO means an
offering of Common Stock pursuant to a registration statement filed in
accordance with the Securities Act. Issuance Notice has
the meaning assigned to such term in Section 4.1(b). KKR Fund has the
meaning assigned to such term in Section 2.1(a). KKR Group Designee
has the meaning assigned to such term in Section 2.1(a). KKR VCOC Designee
has the meaning assigned to such term in Section 2.1(a). Losses has the
meaning assigned to such term in Section 5.1. New Securities
means shares of Equity Securities of the Company (other than (i) options to
purchase Common Stock and shares of Common Stock issued to employees, officers
or directors pursuant to any stock options, employee stock purchase or similar
equity-based plans approved by the Board and Common Stock issued upon exercise
of such options, and (ii) Equity Securities issued in connection with any
transaction approved pursuant to clauses (xii) or (xiii)(A) of Section 2.3(a)
or any Exempt Transactions). Non-Purchasing
Stockholder has the meaning assigned to such term in Section 4.1(d). Offer Notice has
the meaning assigned to such term in Section 3.3(a). Offered Securities
has the meaning assigned to such term in Section 3.3(a). Offering Holder has
the meaning assigned to such term in Section 3.3(a). Original Shares
shall mean, when used in reference to any one or more Stockholders, the shares
of Common Stock sold to such Stockholders pursuant to the Transaction Agreement
or a Commitment Letter, as applicable, or any shares or other securities which
such shares of Common Stock may have been converted into or exchanged for in
connection with any exchange, reclassification, dividend, distribution, stock
split, combination, subdivision, merger, spin-off, re-capitalization,
re-organization or similar transaction. Parent has the
meaning assigned to such term in the recitals. Permitted Transferee
shall mean (i) the owners of a Stockholders equity interests receiving capital
stock of the Company in connection with the liquidation of, or a distribution
with respect to an equity interest in, such Stockholder; or (ii) an Affiliate
(other than any portfolio company described below) of a Stockholder; provided,
however, that in both cases such Transferee shall agree in a writing in
the form attached as Exhibit A hereto to be bound by and to comply with all
applicable provisions of this Agreement; provided, further, however,
that in no event shall (A) the Company or any of its Subsidiaries,
(B) any portfolio  5 
   company (as such term is
customarily used among institutional investors) of any Stockholder or any
entity controlled by any portfolio company of any Stockholder or (C) any
Company Competitor (whether or not an Affiliate of the Transferring Stockholder)
constitute a Permitted Transferee. Person means any
individual, corporation, limited liability company, limited or general
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivisions
thereof or any Group comprised of two or more of the foregoing. Pro Rata Portion
means: (i)            for the purposes of Article IV, with
respect to any Stockholder, on any issuance date for New Securities, the number
or amount of New Securities equal to the product of (i) the total number or
amount of New Securities to be issued by the Company on such date and (ii) the
fraction determined by dividing (A) the number of shares of Common Stock
beneficially owned by such Stockholder and its Affiliates immediately prior to
such issuance by (B) the total number of shares of Common Stock outstanding on
such date immediately prior to such issuance on a Fully-Diluted Basis; (ii)           for the purposes of Section 3.3, with
respect to any ROFO Recipient, with respect to any proposed Transfer of Offered
Securities, on the applicable Transfer Date, the number or amount of Offered
Securities equal to the product of (i) the total number or amount of Offered
Securities to be offered to the ROFO Recipients and (ii) the fraction
determined by dividing (A) the number of shares of Common Stock beneficially
owned by such ROFO Recipient and its Affiliates by (B) the total number of
shares of Common Stock beneficially owned by all of the ROFO Recipients and
their Affiliates as of such date; provided, however, that for the
purpose of determining the Pro Rata Portion of the Section 3.3 Non-Electing
Shares referred to in the third sentence of Section 3.3(c), (1) the reference
to Offered Securities in clause (i) of this subsection shall be a reference
to Section 3.3 Non-Electing Shares and (2) the total number of shares of
Common Stock referred to in clause (B) of this subsection (ii) shall not
include the Common Stock of the holder of the Section 3.3 Non-Electing Shares;
and (iii)          subject to any co-sale rights of any
management stockholder set forth in any sale participation agreement, for the
purposes of Section 3.4, with respect to any Co-Sale Participant, with respect
to any proposed Transfer of Transferred Securities, on the applicable Transfer
date, the number or amount of Transferred Securities equal to the product of
(i) the total number or amount of Transferred Securities to be Transferred to
the proposed Transferee and (ii) the fraction determined by dividing (A) the
number of shares of Common Stock beneficially owned by such Co-Sale Participant
and its Affiliates by (B) the total number of shares of Common Stock
beneficially owned by all of the Stockholders and their Affiliates as of such
date; provided, however, that for the purpose of determining the
Pro Rata Portion of the Section 3.4 Non-Electing Shares referred to in the
fifth sentence of Section 3.4(a), (1) the reference to Transferred Securities
in clause (i) of this subsection shall be a reference to Section 3.4
Non-Electing Shares and (2) the total number of shares of Common Stock
referred to in  6 
   clause (B) of this
subsection (iii) shall not include the Common Stock of the Transferring
Stockholder or the holder of the Section 3.4 Non-Electing Shares. Pro Rata Repurchase has the meaning assigned
to such term in clause (iv) of Section 2.3(a). Providence has the meaning assigned to such
term in the recitals. Providence Designee
means any Director designated by Providence pursuant to Section 2.1 of this
Agreement. Providence VCOC Designee
has the meaning assigned to such term in Section 2.1(a). Registration Rights
Agreement means the Registration Rights Agreement, dated as of the date
hereof, among the Company and each of the Stockholders. Repurchase has the
meaning assigned to such term in Section 2.3(a)(iv). Required Directors
has the meaning assigned to such term in Section 2.3. Reserved Employee Shares
shall mean (i) shares of Common Stock reserved for issuance upon the exercise
of options outstanding as of the Stock Purchase Closing Date under the PanAmSat
1997 Long-Term Incentive Plan, as amended, and shares of Common Stock to be
issued upon exercise of such options (as appropriately adjusted for any stock
dividends, combinations, splits or the like) and (ii) additional options to
purchase Common Stock (and shares of Common Stock issuable upon the exercise
thereof) to employees, officers, directors or consultants pursuant to any stock
option, employee stock purchase or similar equity-based plans approved by the
Board of Directors (as appropriately adjusted for any subsequent stock
dividends, combinations, splits or the like), including the 2004 Stock Option
Plan for Key Employees of PanAmSat Corporation and its Subsidiaries. ROFO Recipients has
the meaning assigned to such term in Section 3.3(a). Section 3.3 Non-Electing
Shares has the meaning assigned to such term in Section 3.3(c). Section 3.4 Non-Electing
Shares has the meaning assigned to such term in Section 3.4(a). Section 3.5 Transferring
Stockholder(s) has the meaning assigned to such term in Section 3.5(a). Securities Act
means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder. Selling Stockholders
has the meaning assigned to such term in Section 3.5(a).  7 
   Stockholder has the
meaning set forth in the recitals. Stockholder Designees
has the meaning assigned to such term in Section 2.1(a). Stockholder Indemnitee
has the meaning assigned to such term in Section 5.1. Stock Purchase Closing
means the closing of the purchase of the shares of Parent by the Stockholders
pursuant to the Transaction Agreement. Stock Purchase Closing
Date means August 20, 2004. Subsidiary means
(i) any corporation of which a majority of the securities entitled to vote
generally in the election of directors thereof, at the time as of which any
determination is being made, are owned by another entity, either directly or
indirectly, and (ii) any joint venture, general or limited partnership,
limited liability company or other legal entity in which an entity is the
record or beneficial owner, directly or indirectly, of a majority of the voting
interests or the general partner. Tax Separation Agreement
means the Tax Separation Agreement, dated April 20, 2004, by and between Parent
and the Company. Transaction Agreement
has the meaning assigned to such term in the recitals. Transition Services
Agreement means the Transition Services Agreement, dated April 20, 2004,
by and between Parent, the Company and DIRECTV Operations, LLC, a California
limited liability corporation. Transfer means,
directly or indirectly, to sell, transfer, assign, pledge, encumber,
hypothecate or similarly dispose of, either voluntarily or involuntarily, or to
enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation
or similar disposition of, any shares of Equity Securities beneficially owned
by a Person or any interest in any shares of Equity Securities beneficially
owned by a Person. Transferee means
any Person to whom any Stockholder or any Transferee thereof Transfers Equity
Securities of the Company in accordance with the terms hereof. Transfer Notice has
the meaning assigned to such term in Section 3.4(a). Transferred Securities
has the meaning assigned to such term in Section 3.4(a). Transferring Stockholder
has the meaning assigned to such term in Section 3.4(a). VCOC Funds has the
meaning assigned to such term in Section 2.1(a). Voting Securities
means, at any time, shares of any class of Equity Securities of the Company,
which are then entitled to vote generally in the election of Directors.  8 
   SECTION 1.2.Other
Definitional Provisions. 
(a)  The words hereof, herein and hereunder and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Article and
Section references are to this Agreement unless otherwise specified. (b)  The meanings
given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms. ARTICLE II CORPORATE GOVERNANCE SECTION 2.1.        Board
Representation. 
(a)  Effective as of the Stock Purchase Closing and, subject
to Section 2.1(g) and Section 2.6, for so long as this Section 2.1 remains in
effect, the Board shall be comprised of nine (9) Directors of whom: (i)            three (3) shall be designees of
Constellation (such persons, the Constellation Designees); (ii)           one (1) shall be a designee (such
person, the KKR VCOC Designee, and together with the Constellation
Designees, the KKR Group Designees) of the KKR Millennium Fund L.P.
(the KKR Fund); (iii)          one (1) shall be a designee of Carlyle
(such person, the Carlyle Designee); (iv)          one (1) shall be a designee (such
person, the Carlyle VCOC Designee, and together with the Carlyle
Designee, the Carlyle Group Designees) of Carlyle Partners
III-Telecommunications, L.P. (the Carlyle Fund); (v)           one (1) shall be a designee of
Providence (such person, the Providence Designee); (vi)          one (1) shall be a designee (such
person, the Providence VCOC Designee, and together with the Providence
Designee, the Providence Group Designees) of Providence Equity
Partners IV, L.P. (the Providence Fund, and together with the Carlyle
Fund and the KKR Fund, the VCOC Funds) (as used herein, the
Constellation Designees, the KKR VCOC Designee, the Carlyle Designee, the
Carlyle VCOC Designee, the Providence Designee and the Providence VCOC Designee
shall collectively be referred to as the Stockholder Designees); (vii)         one (1) designee shall be the Chief
Executive Officer of the Company in office from time to time (the CEO
Designee), who shall initially be Joseph R. Wright, Jr. (b)  A designee of
the Stockholder (together with its Affiliates) holding the greatest number of
shares of Common Stock shall be designated as the Chairman of the Board,  9 
   and the other Stockholders hereby agree to take any
and all actions necessary to cause the Chairman of the Board designated prior
to such time to resign and terminate his or her position as Chairman of the
Board.   The Stockholders agree that as
of the Stock Purchase Closing Date George M.C. Fisher shall be designated as
Chairman of the Board. (c)  The Company
shall take such action as may be required under applicable law to cause the
Board to consist of the number of Directors specified in clause (a). (d)  The Company
agrees to include in the slate of nominees recommended by the Board the
Stockholder Designees and the CEO Designee and to use its best efforts to cause
the election of each such designee to the Board, including nominating such
individuals to be elected as Directors as provided herein. (e)  In the event
that a vacancy is created at any time by the death, disability, retirement,
resignation or removal (with or without cause) of any Director designated
pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) of Section 2.1(a), the
remaining Directors and the Company shall cause the vacancy created thereby to
be filled by a new designee of the Stockholder or VCOC Fund, as the case may
be, who designated such Director as soon as possible, who is designated in the
manner specified in this Section 2.1, and the Company hereby agrees to take, at
any time and from time to time, all actions necessary to accomplish the same. (f)  Each of the
Stockholders agrees to vote, or act by written consent with respect to, any Voting
Securities beneficially owned by it, at each annual or special meeting of
stockholders of the Company at which Directors are to be elected or to take all
actions by written consent in lieu of any such meeting as are necessary, to
cause the Stockholder Designees and the CEO Designee to be elected to the Board
as provided in this Section 2.1.  Each
of the Stockholders agrees to use its commercially reasonable efforts to cause
the election of each such designee to the Board, including nominating such individuals
to be elected as members of the Board. 
In the event that a vacancy is created at any time by the death,
disability, retirement, resignation or removal (with or without cause) of any
Director designated pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) of
Section 2.1(a) and the remaining Directors pursuant to Section 2.1(e) have not
caused the vacancy created thereby to be filled by a new designee of the
applicable Stockholder or VCOC Fund, then in such case each Stockholder or VCOC
Fund hereby agrees to take, at any time and from time to time, all actions
necessary to fill such vacancy as provided in Section 2.1(e).  Upon the written request of any Stockholder
or any of the VCOC Funds, each other Stockholder shall vote, or act by written
consent with respect to, all Voting Securities beneficially owned by him or it
and otherwise take or cause to be taken all actions necessary to remove any
Director designated by such Stockholder or VCOC Funds and to elect any
replacement Director designated by such Stockholder or VCOC Fund.  Unless any Stockholder or any of the VCOC
Funds shall otherwise request in writing, no other Stockholder shall take any
action to cause the removal of any Directors designated by such Stockholder or
VCOC Fund. (g)  In the event
a Stockholder or VCOC Fund shall cease to have the right to designate a
Director in accordance with Section 2.6, such Stockholder or VCOC Fund shall
cause the designee of such Stockholder or VCOC Fund, as the case may be, to
resign and the Directors remaining in office shall decrease the size of the
Board to eliminate such vacancy and no consent under Section 2.3(a) shall be
required in connection with such decrease.  10 
   (h)  The Company
shall reimburse each Stockholder Designee for their reasonable out-of-pocket
expenses incurred by them for the purpose of attending meetings of the Board or
committees thereof. (i)  In the event
that any Stockholder or VCOC Fund shall have a designee or Affiliate serving on
the board of directors of any Subsidiary, each of the other Stockholders or
VCOC Funds, as the case may be, shall have the right to equal representation on
such board of directors in proportion to such other Stockholders or VCOC
Funds representation on the Board so long as such other Stockholders or VCOC
Funds, as the case may be, continue to have the right described in Section
2.1(a) to appoint designees to the Board. (j)  The rights of
the Stockholders and VCOC Funds pursuant to this Section 2.1 are personal to
the Stockholders and the VCOC Funds and shall not be exercised by any
Transferee other than a Permitted Transferee described in clause (ii) of the
definition thereof. SECTION 2.2.        Committees.  So long as a Stockholder or its affiliated
VCOC Fund has the right to designate at least one (1) Director pursuant to
Section 2.1, the Company shall cause each executive committee, compensation
committee, audit committee or other significant committee of the Board
(including, without limitation, any committee performing the functions usually
reserved for the committees described above) to include at least one (1) of
each such Stockholders or affiliated VCOC Funds designees; provided
that the composition of each such committee shall reflect the relative number
of Stockholder Designees for each Stockholder and its affiliated VCOC Fund. SECTION 2.3.        Consent
Rights.  (a)  In addition
to any vote or consent of the Board or the stockholders of the Company required
by law or the Charter, and notwithstanding anything in this Agreement to the
contrary but subject to Section 2.6, the Company shall not take (or, to the
extent applicable, permit any Subsidiary to take) any of the following actions,
or enter into any arrangement or contract to do any of the following actions,
without (A) in the case of clauses (i)-(viii) below, the consent in writing at
least one KKR Group Designee and either one Carlyle Group Designee or one
Providence Group Designee, or (B) in the case of clauses (ix)-(xv) below, the
consent in writing of at least one KKR Group Designee, one Carlyle Group
Designee and one Providence Group Designee (the applicable consent being the
consent of the Required Directors), which shall be necessary for
authorizing, effecting or validating such transactions: (i)            the selection, termination or
removal of the Chief Executive Officer of the Company; (ii)           the incurrence of indebtedness for
borrowed money (including through capital leases, the issuance of debt
securities or the guarantee of indebtedness of another Person) other than (1)
the incurrence of trade payables arising in the ordinary course of operating
the business or (2) the issuance of debt securities referred to in clause (2)
of Section 2.3(a)(iii); (iii)          any authorization, creation (by way of
reclassification, merger, consolidation or otherwise) or issuance of any
securities of the Company, other than (1)  11 
   the issuance of Reserved
Employee Shares that have been reserved as of the date hereof or that are
approved after the date hereof in accordance with Section 2.3(a)(vii), or (2)
(A) the issuance of any securities as consideration in, or in connection with,
a transaction approved pursuant to Sections 2.3(a) (xii) or (xiii) or (B) any
debt securities or up to $25 million of equity securities, in each case issued
as consideration in an Exempt Transaction; (iv)          any redemption, acquisition or other
purchase of any shares of Common Stock (a Repurchase) pro rata from
all Stockholders (a Pro Rata Repurchase); (v)           any payment or declaration of any
dividend or other distribution on any shares of Common Stock; (vi)          the creation of any non-wholly owned
subsidiaries, or the Transfer or any sale or other disposition of a
Subsidiarys securities to any Person other than the Company or a wholly owned
Subsidiary of the Company (other than any pledge of such Subsidiarys stock
pursuant to a financing approved by the Board); (vii)         the creation or amendment of any stock
option, employee stock purchase or similar equity-based compensation plan for
management or employees, or any increase in the number of Reserved Employee
Shares; (viii)        any amendment, modification or waiver of
any provision contained in the Transaction Agreement, the Tax Separation
Agreement, or the Transition Services Agreement; (ix)           any transaction by the Company or any
Subsidiary with or involving any Affiliate of the Company or any Affiliate of
any stockholder of the Company that beneficially owns in excess of ten percent
(10%) of the voting power of the Company other than any transaction between the
Company or a wholly-owned Subsidiary of the Company, on the one hand, and
another wholly-owned Subsidiary, on the other hand; (x)            any amendment, repeal or alteration
of the Charter or the Bylaws, whether by or in connection with a merger or
consolidation or otherwise; (xi)           any increase or decrease in the size
of the Board, committees of the Board, and boards and committees of
subsidiaries of the Company; (xii)          any (A) acquisition by the Company or
any Subsidiary of the stock, equity interests or assets of any Person, or the
acquiring by the Company or any Subsidiary by any other manner of any business,
properties, assets, or Persons, in one transaction or a series of related
transactions, or (B) disposition of assets of the Company or any Subsidiary or
the capital stock or other equity interests of any Subsidiary, other than, in
either case, an Exempt Transaction; (xiii)         any (A) merger or consolidation with or
into any other Person, or any acquisition of another Person, whether in a
single transaction or a series of related transactions, other than any Exempt
Transaction, (B) proposed transaction or series of  12 
   related transactions
involving a Change of Control of the Company or (C) proposed Transfer by a
Stockholder except to a Permitted Transferee or a Transfer in accordance with
Section 3.2 hereof; (xiv)        any plan of liquidation, dissolution or
winding-up of the Company; (xv)         any Repurchase other than (A) a Pro
Rata Repurchase or (B) a Repurchase from an employee in connection with such
employees termination of employment with the Company or any Subsidiary. (b)  In connection
with any vote or action by written consent of the stockholders of the Company
relating to any matter requiring consent as specified in Section 2.3(a), each
Stockholder agrees, with respect to any Voting Securities beneficially owned by
such Stockholder with respect to which he or it has the power to vote, (i) to
vote against (and not act by written consent to approve) such matter if such
matter has not been consented to by the Required Directors in accordance with
Section 2.3(a) and (ii) to take or cause to be taken, upon the written request
of a Stockholder, all other reasonable actions, at the expense of the Company,
required, to the extent permitted by law, to prevent the taking of any action
by the Company with respect to a matter unless such matter has been consented
to by the Required Directors in accordance with Section 2.3(a). SECTION 2.4.        Available
Financial Information. 
(a)  The Company will deliver, or will cause to be delivered,
the following to each Stockholder until such time as such Stockholder and its
Affiliates shall cease to own any shares of Common Stock on an as-converted basis: (i)            as soon as available after the end
of each month and in any event within thirty (30) days thereafter, a
consolidated balance sheet of the Company and its Subsidiaries as of the end of
such month and consolidated statements of operations, income, cash flows,
retained earnings and stockholders equity of the Company and its Subsidiaries,
for each month and for the current fiscal year of the Company to date, prepared
in accordance with GAAP (subject to normal year-end audit adjustments and the
absence of notes thereto) and certified by the principal financial or
accounting officer of the Company, together with a comparison of such
statements to the corresponding periods of the prior fiscal year and to the
Companys business plan then in effect and approved by the Board; (ii)           an annual budget, a business plan and
financial forecasts for the Company for the next fiscal year of the Company, no
later than thirty (30) days before the beginning of the Companys next fiscal
year, in such manner and form as approved by the Board, which shall include at
least a projection of income and a projected cash flow statement for each
fiscal quarter in such fiscal year and a projected balance sheet as of the end
of each fiscal quarter in such fiscal year, in each case prepared in reasonable
detail, with appropriate presentation and discussion of the principal
assumptions upon which such budgets and projections are based, which shall be
accompanied by the statement of the chief executive officer or chief financial
officer or equivalent officer of the Company to the effect that such budget and
projections are based on reasonable and good faith  13 
   estimates and assumptions
made by the management of the Company for the respective periods covered
thereby; it being recognized by such holders that such budgets and projections
as to future events are not to be viewed as facts and that actual results
during the period or periods covered by them may differ from the projected
results.  Any material changes in such
business plan shall be delivered to the Stockholders as promptly as practicable
after such changes have been approved by the Board; (iii)          as soon as available after the end of
each fiscal year of the Company, and in any event within ninety (90)  days thereafter, (A) the annual financial
statements required to be filed by the Company pursuant to the Exchange Act or
(B) a consolidated balance sheet of the Company and its Subsidiaries as of the
end of such fiscal year, and consolidated statements of income, retained
earnings and cash flows of the Company and its Subsidiaries for such year, in
each case prepared in accordance with GAAP and setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail and accompanied by the opinion of independent public accountants of
recognized national standing selected by the Company, and a Company-prepared
comparison to the Companys business plan for such year as approved by the
Board; and (iv)          as soon as available after the end of
the first, second and third quarterly accounting periods in each fiscal year of
the Company, and in any event within forty-five (45) days thereafter, (A) the
quarterly financial statements required to be filed by the Company pursuant to
the Exchange Act or (B) a consolidated balance sheet of the Company and its
Subsidiaries as of the end of each such quarterly period, and consolidated
statements of income, retained earnings and cash flows of the Company and its
Subsidiaries for such period and for the current fiscal year to date, in each
case prepared in accordance with GAAP (subject to normal year-end audit
adjustments and the absence of notes thereto) and setting forth in comparative
form the figures for the corresponding periods of the previous fiscal year and
to the Companys business plan then in effect as approved by the Board, all in
reasonable detail and certified by the principal financial or accounting
officer of the Company. (b)  Other
Information.  The Company covenants
and agrees to deliver to each Stockholder until such time as such Stockholder
shall cease to own any shares of Common Stock, with reasonable promptness, such
other information and data (including such information and reports made
available to any lender of the Company or any of its Subsidiaries under any
credit agreement or otherwise) with respect to the Company and each of its
Subsidiaries as from time to time may be reasonably requested by any such
holder. SECTION 2.5.        Access.  The Company shall, and shall cause its
Subsidiaries, officers, directors, employees, auditors and other agents to,
until such time as such Stockholder shall cease to own any shares of Common
Stock, (a) afford the officers, employees, auditors and other agents of such Stockholder
or affiliated VCOC Fund (as the case may be), during normal business hours and
upon reasonable notice reasonable access at all reasonable times to its
officers, employees, auditors, legal counsel, properties, offices, plants and
other facilities and to all books and records, and (b) afford such Stockholder
or affiliated VCOC Fund the opportunity to discuss the Companys affairs,
finances and accounts with the Companys officers from time to time as each
such Stockholder or VCOC Fund may reasonably request.  14 
   SECTION
2.6.         Termination of Rights.  (a)  Notwithstanding Section 2.3,
at such time as any Stockholder, together with its Affiliates, shall cease to
own a number of shares of Common Stock equal to at least ten percent (10%) of
the outstanding shares of Common Stock, the consent of the Directors designated
by such Stockholder or affiliated VCOC Fund shall not be required for
authorizing, effecting or validating the transactions specified in Section 2.3
(it being understood that the loss of consent rights by any Directors
designated by any Stockholder or affiliated VCOC Fund shall in no way affect
the consent rights of any Directors designated by any other Stockholder or
affiliated VCOC Fund set forth in Section 2.3); (b)  Notwithstanding
Section 2.1, at such time as any Stockholder, together with its Affiliates,
shall cease to own a number of shares of Common Stock equal to at least fifteen
percent (15%) of such Stockholders Original Shares, such Stockholder and its
Affiliates (including its affiliated VCOC Fund) shall cease to have the right
to designate any Directors pursuant to Section 2.1 and any rights or
obligations pursuant to Sections 2.2 and 2.7 (other than the obligation set
forth in the last sentence of Section 2.7 to keep confidential any information
regarding any Company Opportunity, which shall continue for period of twoyears thereafter); (c)  Notwithstanding
Section 2.1, at such time as Carlyle (together with its Affiliates) or Providence
(together with its Affiliates), shall cease to own a number of shares of Common
Stock equal to at least fifty percent (50%) of its respective Original Shares,
Carlyle or Providence (together with their affiliated VCOC Funds), as
applicable, shall cease to have the right to designate more than one (1)
Director pursuant to Section 2.1; and (d)  Notwithstanding
Section 2.1, at such time as Constellation (together with its Affiliates) shall
cease to own a number of shares of Common Stock equal to at least (i) seventy
five percent (75%) of its Original Shares, Constellation (together with its
affiliated VCOC Fund) shall cease to have the right to designate more than
three (3) Directors pursuant to Section 2.1; (ii) fifty percent (50%) of its
Original Shares, Constellation (together with its affiliated VCOC Fund) shall
cease to have the right to designate more than two (2) Directors pursuant to
Section 2.1; and (iii) twenty-five percent (25%) of its Original Shares,
Constellation (together with its affiliated VCOC Fund) shall cease to have the
right to designate more than one (1) Director pursuant to Section 2.1. SECTION 2.7.        Corporate
Opportunities.  Each Stockholder and
VCOC Fund shall cause its Stockholder Designees to recuse themselves from all
deliberations of the Board, and the Company shall have no obligation to provide
to such Stockholder Designees any information, regarding any acquisition,
disposition, investment or similar transaction that the Company elects to
pursue (a Company Opportunity) if such Stockholder or its Affiliates
is competing with or is otherwise adverse to the Company with respect to such
Company Opportunity.  If (1) any
Stockholder or its Affiliates consummates the transaction that at anytime
constituted a Company Opportunity or (2) any Affiliate (other than a Controlled
Affiliate who is prohibited from taking the following actions pursuant to
Section 2.8) of a Stockholder acquires, makes an investment in or otherwise
agrees to manage or operate any Person listed on Exhibit B hereto (in either
case, a Competing Enterprise), such Stockholder and VCOC Fund shall
cause its Stockholder Designees to recuse themselves from all future
deliberations of the Board relating to, and the Company shall have no
obligation to provide to such Stockholder Designees any information regarding,
that portion of the Companys business as competes or would reasonably  15 
   be expected to compete
with the Competing Enterprise (a Competing Action).  The consent of the Directors designated by
such Stockholder or affiliated VCOC Fund shall not be required for authorizing,
effecting or validating any transactions specified in Section 2.3 in connection
with such Company Opportunity or Competing Actions.  Solely for purposes of illustration, if an Affiliate of a
Stockholder who is not bound by Section 2.8 were to acquire a Person listed on
Exhibit B who operated in a certain geographic location, such Stockholder and
VCOC Fund shall cause its Stockholder Designees to recuse themselves from all
deliberations of the Board relating to the Companys investment or operations
in such geographic location and if the Company were considering an acquisition
in such location, no consent of the Directors designated by such Stockholder or
affiliated VCOC Fund would be required in connection with such
acquisition.  In addition, each
Stockholder and VCOC Fund shall, and shall cause its Stockholder Designees to,
keep confidential any information regarding any Company Opportunity, including
the existence of such potential acquisition, disposition, investment or similar
transaction, that such Stockholder, VCOC Fund or Stockholder Designee learns
about as a result of its participation in the Board; provided, however,
that the obligation to keep such information confidential shall not apply to
information which (i) becomes generally available to the public, (ii) is
already in the possession of such Stockholder, VCOC Fund or Stockholder
Designee prior to learning such information as a result of participation on the
Board or being a Stockholder, (iii) becomes properly available to such
Stockholder, VCOC Fund or Stockholder Designee on a non-confidential basis from
a source other than the Company or (iv) is required to be disclosed by applicable
law, regulation, governmental order or which is otherwise requested by
subpoena, interrogatory or other discovery request. SECTION 2.8.Non-Competition.  For so long (i) as a Stockholder or its
affiliated VCOC Fund has the right to designate a Director pursuant to Section
2.1(a) or (ii) the consent of the Directors designated by such Stockholder or
its affiliated VCOC Fund is required for authorizing, effecting or validating
the transactions specified in Section 2.3, such Stockholder and its Controlled
Affiliates (including its affiliated VCOC Fund) will be prohibited from owning,
managing, operating, controlling or participating in the ownership, management,
operation or control of any person listed on Exhibit B hereto. ARTICLE III TRANSFERS SECTION 3.1.        Rights
and Obligations of Transferees. 
(a)  Except with the prior written consent of the Required
Directors pursuant to clause (xiii) of Section 2.3(a) (and if no Stockholder is
entitled to designate any Directors pursuant to Section 2.1 then the prior written
consent of a majority of the Board), no Transferee of any Stockholder, except a
Permitted Transferee described in clause (ii) of the definition thereof, shall
be entitled to any rights under this Agreement other than the right of co-sale
set forth in Section 3.4.  A Permitted
Transferee described in clause (ii) of the definition thereof shall be
permitted to exercise all rights of the transferring Stockholder under this
Agreement with respect to the shares of Common Stock Transferred.  16 
   (b)  Subject to
the last sentence of this Section 3.1(b), prior to the consummation of a
Transfer by any Stockholder or any Transferee, as a condition thereto, the
applicable Transferee or subsequent Transferee shall agree in writing in the
form attached as Exhibit A hereto to assume all of the obligations in this
Agreement applicable to the Transferring Stockholder with respect to the Equity
Securities so transferred.  Notwithstanding
the foregoing, a Transferee of Equity Securities shall not be bound by any of
the terms and conditions of this Agreement if the applicable Transfer is
pursuant to an effective registration statement under the Securities Act or
pursuant to Rule 144 of the Securities Act. SECTION
3.2Transfer Restrictions.  (a)  Until the fifth anniversary
of the Stock Purchase Closing Date, each Stockholder hereby agrees that such
Stockholder shall not Transfer any of its Equity Securities at any time other
than (i) Transfers of its Equity Securities to its Permitted Transferees, (ii)
following an IPO, Transfers pursuant to the Registration Rights Agreement,
(iii) pursuant to Sections 3.4, and (iv) with the prior written consent of the
Required Directors pursuant to clause (xiii) of Section 2.3(a) (and if no
Stockholder is entitled to designate any Directors pursuant to Section 2.1 then
the prior written consent of a majority of the Board). (b)  Following the
fifth anniversary of the Stock Purchase Closing Date, so long as the Company
has not completed an IPO, and, subject to compliance with Section 3.3 and 3.4,
each Stockholder may freely Transfer its Equity Securities without restriction. (c)  Following the
fifth anniversary of the Stock Purchase Closing Date, if the Company has
completed an IPO, each Stockholder may freely Transfer its Equity Securities
without restriction subject to compliance with applicable securities laws. (d)  Each
Stockholder shall as promptly as practicable provide the Stockholders with
written notice of any Transfer made in accordance with Section 3.2(a) or (b). SECTION 3.3Right
of First Offer.  Following the fifth
anniversary of the Stock Purchase Closing Date, so long as the Company has not
completed an IPO, no Stockholder shall Transfer any of its Equity Securities
other than to a Permitted Transferee or a sale by a Co-Sale Participant
pursuant to Section 3.4 except as set forth below: (a)  Prior to any
Transfer of Equity Securities by a Stockholder (the Offering Holder),
the Offering Holder shall deliver to the Company and each other Stockholder
that is not an Affiliate of the Offering Holder (collectively, excluding the
Company, the ROFO Recipients) written notice (the Offer Notice),
stating such Offer Holders intention to effect such a Transfer, the number of
Equity Securities subject to such Transfer (the Offered Securities),
the price the Offering Holder proposes to be paid for the Offered Securities
(the First Offer Price), and the other material terms and conditions
of the proposed Transfer.  The Offer
Notice may require that the consummation of any sale of the Offered Securities
to the Company or the ROFO Recipients occur on a date that is no less than 30
days, and no later than 60 days after the date of the Offer Notice (or, if FCC
approval or consent is required in connection with the proposed Transfer, no
later than the earlier of 30 days after such approval or consent has been
obtained and six months after the date of the Offer Notice).  17 
   (b)  Upon receipt
of the Offer Notice, the Company will have an irrevocable non-transferable
option to purchase all or a portion of the Offered Securities at the First
Offer Price and otherwise on the terms and conditions described in the Offer
Notice (the First Offer).  The
Company shall, within 15 days from receipt of the Offer Notice, indicate
whether or not it has accepted the First Offer by sending irrevocable written
notice of any such acceptance to the Offering Holder and the ROFO Recipients
indicating the number of Offered Shares to be purchased (the Acceptance Notice),
and the Company shall then be obligated to purchase such number of Offered
Securities on the terms and conditions set forth in the Offer Notice.  In the event the Company elects not to
purchase any or all of the Offered Securities, the ROFO Recipients shall have
the option to purchase at the First Offer Price all, but not less than all, of
the Offered Securities with respect to which the Company has not exercised its
option, and each of the ROFO Recipients shall, within 15 days from receipt of
the Companys Acceptance Notice, indicate to the Offering Holder and the
Company if it has accepted the First Offer and, if so, the number of Offered
Securities to be purchased by sending irrevocable written notice of such
acceptance to the Offering Holder and the Company, and such ROFO Recipient
shall then be obligated to purchase such number of Offered Securities on the
terms and conditions set forth in the Offer Notice. (c)  Notwithstanding
any other provision of this Section 3.3, the ROFO Recipients shall not be
permitted to purchase less than all of the Offered Securities without the
consent of the Offering Holder.  The
number of shares that each ROFO Recipient shall be entitled to purchase upon
the exercise of the right of first offer shall be equal to such ROFO
Recipients Pro Rata Portion of the Offered Securities other than those as to
which the Company has exercised its option. 
In the event any ROFO Recipient elects to purchase less than all of its
Pro Rata Portion (such remaining securities, the Section 3.3 Non-Electing
Shares), the Company shall notify the other ROFO Recipients as to the
aggregate number of Section 3.3 Non-Electing Shares, and each such other ROFO
Recipient shall be entitled to purchase its Pro Rata Portion of the Section 3.3
Non-Electing Shares by providing written notice that such ROFO Recipient has
elected to purchase all (but not less than all) of its Pro Rata Portion of the
Section 3.3 Non-Electing Shares within 5 days of receipt of such notice, and
such ROFO Recipient shall then be obligated to purchase such ROFO Recipients
Pro Rata Portion of the Section 3.3 Non-Electing Shares; provided, however,
that for the purposes of this Section 3.3(c), in computing a ROFO Recipients
Pro Rata Portion of the Section 3.3 Non-Electing Shares, the ROFO Recipient
that failed to elect to purchase such Section 3.3 Non-Electing Shares shall not
be considered to hold  any shares of
Common Stock. (d)  If neither
the Company nor the ROFO Recipients (in the aggregate) elect to purchase all of
the Offered Securities pursuant to this Section 3.3, then the applicable
Offering Holder shallbe freefor a period of six months from the date
acceptance notices from the ROFO Recipients were due to be received by the
applicable Offering Holder to enter into definitive agreements to Transfer the
Offered Securities as to which such options are not exercised to a Transferee
for consideration having a value not less than 90% of the First Offer Price and
to transfer the Offered Securities pursuant to such definitive agreements; provided
that any such definitive agreement provides for the consummation of such
Transfer to take place within six months (or in the absence of FCC approval at
the end of such six months, nine months) from the date of such definitive
agreement and is otherwise on terms not more favorable to the transferee in any
material respect than were contained in the Offer Notice.  18 
   (e)  If neither
the Company nor the ROFO Recipients (in the aggregate) exercise their
respective options to purchase all of the Offered Securities at the First Offer
Price and the applicable Offering Holder has not entered into a definitive
agreement described in Section 3.3(d) within six months from the date
acceptance notices from the ROFO Recipients were due to be received by the
applicable Offering Holder, or the Offering Holder has entered into such an
agreement but has not consummated the sale of such securities within six months
(or in the absence of FCC approval at the end of such six months, nine months)
from the date of such definitive agreement, then the provisions of this Section
3.3 shall again apply, and such Offering Holder shall not Transfer or offer to
Transfer such Equity Securities without again complying with this Section 3.3. (f)  Upon exercise
by the Company and/or the ROFO Recipients, as the case may be, of their
respective rights of first offer under this Section 3.3, the Company and/or the
ROFO Recipients, as the case may be, and the applicable Offering Holder shall
be legally obligated to consummate the purchase contemplated thereby and shall
use their commercially reasonable efforts to secure any governmental
authorization required, to comply as soon as reasonably practicable with all
applicable laws and to take all such other actions and to execute such
additional documents as are reasonably necessary or appropriate in connection
therewith and to consummate the purchase of the Offered Securities as promptly
as practicable. SECTION 3.4.Right of Co-Sale on Transfers by
Stockholders.  (a)  In the
event of a proposed Transfer of Equity Securities by a Stockholder or any of
its Affiliates (a Transferring Stockholder), each Stockholder (other
than the Transferring Stockholder) shall have the right to participate in the
Transfer in the manner set forth in this Section 3.4.  Prior to any such Transfer, the Transferring Stockholder shall
deliver to the Company prompt written notice (the Transfer Notice),
which the Company will forward to the Stockholders and each Affiliate of such
Stockholders that has been Transferred Equity Securities (other than the
Transferring Stockholder, the Co-Sale Participants), which notice
shall state (i) the name of the proposed Transferee, (ii) the number of Equity
Securities proposed to be Transferred (the Transferred Securities),
(iii) the proposed purchase price therefor, including a description of any
non-cash consideration sufficiently detailed to permit the determination of the
Fair Market Value thereof, and (iv) the other material terms and conditions of
the proposed Transfer, including the proposed Transfer date (which date may not
be less than thirty-five (35) days after delivery of the Transfer Notice).  Such notice shall be accompanied by a
written offer from the proposed Transferee to purchase the Transferred
Securities.  Each Co-Sale Participant
may Transfer to the proposed Transferee identified in the Transfer Notice their
Pro Rata Portion of the Transferred Securities by giving written notice to the
Company (who shall forward such notice to the other Co-Sale Participants within
five (5) days) and to the Transferring Stockholder within the thirty (30) day
period after the delivery of the Transfer Notice, which notice shall state that
such Co-Sale Participant elects to exercise its rights of co-sale under this
Section 3.4 and shall state the maximum number of shares sought to be
Transferred.  In the event any such
Co-Sale Participant elects to exercise its co-sale rights with respect to less
than all of its Pro Rata Portion (such remaining securities, the Section
3.4 Non-Electing Shares), each such other Co-Sale Participant shall be
entitled to sell its Pro Rata Portion of the Section 3.4 Non-Electing
Shares.  Each Co-Sale Participant shall
be deemed to have waived its right of co-sale hereunder if it either fails to
give notice within the prescribed time period or if such Co-Sale Participant
purchases Equity Securities in exercising its right of first offer pursuant to
Section 3.3.  The  19 
   proposed
Transferee of Transferred Securities will not be obligated to purchase a number
of Equity Securities exceeding that set forth in the Transfer Notice and in the
event such Transferee elects to purchase less than all of the additional Equity
Securities sought to be Transferred by the Co-Sale Participants, the number of
Equity Securities to be Transferred by the Transferring Stockholder and each
such Co-Sale Participant shall be reduced on a pro rata basis.  If, following the exercise of the co-sale
rights provided for in this Section 3.4, the proposed Transferee purchases a
number a Equity Securities greater than the number of Equity Securities proposed
to be purchased in the Transfer Notice, each Co-Sale Participant shall have the
right to sell to the proposed Transferee such Sale Participants Pro Rata
Portion of such additional Equity Securities. (b)  Each Co-Sale
Participant, in exercising its right of co-sale hereunder, may participate in
the Transfer by delivering to the Transferring Stockholder at the closing of
the Transfer of the Transferring Stockholders Transferred Securities to the
Transferee certificates representing the Transferred Securities to be
Transferred by such holder, duly endorsed for transfer or accompanied by stock
powers duly executed, in either case executed in blank or in favor of the
applicable purchaser against payment of the aggregate purchase price therefor
by wire transfer of immediately available funds. (c)  The following
Transfers of Equity Securities by any Stockholder or its Affiliates shall not
be subject to the co-sale rights provided by this Section 3.4:  (A) Transfers to Permitted Transferees of
such Stockholder (or Permitted Transferees of such Permitted Transferees), (B)
prior to fifth anniversary of the Stock Purchase Closing Date and following an
IPO, Transfers pursuant to the Registration Rights Agreement and (c) Transfers
following the fifth anniversary of the Stock Purchase Closing Date, if the
Company has previously consummated an IPO or Transfers following an IPO
consummated thereafter. SECTION 3.5.        Drag
Along Right.  (a)  If one
or more Stockholders desire to Transfer at least 50.01% of the Voting
Securities of the Company and, solely for so long as Section 2.3(c)(xiii)
requires such approval, such Transfer has been approved by the Required
Directors pursuant to Section 2.3(c)(xiii), then if requested by the
Stockholder(s) Transferring such Voting Securities (the Section 3.5
Transferring Stockholder(s)), such other Stockholder (together with its
Affiliates) (a Selling Stockholder) shall be required to sell all of
the Equity Securities held by it (it being understood that the termination of
the rights of any Stockholder under Section 2.3 shall not affect the
obligations of such Stockholder under this Section 3.5). (b)  The
consideration to be received by a Selling Stockholder shall be the same form
and amount of consideration per share to be received by the Section 3.5
Transferring Stockholder(s), and the terms and conditions of such sale shall be
the same as those upon which the Section 3.5 Transferring Stockholder(s) sells
its Equity Securities.  In connection
with the transaction contemplated by Section 3.5(a) (the Drag Transaction),
the Selling Stockholder will agree to make or agree to the same customary
representations, covenants, indemnities and agreements as the Section 3.5
Transferring Stockholder(s) so long as they are made severally and not jointly
and the liabilities thereunder are borne on a pro rata basis based on the
consideration to be received by each Stockholder; provided, however,
that any general indemnity given by the Transferring Stockholder(s), applicable
to liabilities not specific to the Section 3.5  20 
   Transferring Stockholder(s), to the purchaser in
connection with such sale shall be apportioned among the Selling Stockholders
according to the consideration received by each Selling Stockholder and shall
not exceed such Selling Stockholders proceeds from the sale; provided, further,
that any representation made by a Selling Stockholder shall relate only to such
Selling Stockholder and its Equity Securities. (c)  The fees and
expenses, other than those payable to any Stockholder or any of their
respective Affiliates, incurred in connection with a sale under this Section
3.5 and for the benefit of all Stockholders (it being understood that costs
incurred by or on behalf of a Stockholder for his, her or its sole benefit will
not be considered to be for the benefit of all Stockholders), to the extent not
paid or reimbursed by the Company or the Transferee or acquiring Person, shall
be shared by all the Stockholders on a pro rata basis, based on the
consideration received by each Stockholder; provided that no Stockholder
shall be obligated to make any out-of-pocket expenditure prior to the
consummation of the transaction consummated pursuant to this Section 3.5
(excluding modest expenditures for postage, copies, etc.). (d)  The Section
3.5 Transferring Stockholder(s) shall provide written notice (the Drag
Along Notice) to each other Selling Stockholder of any proposed Drag
Transaction as soon as practicable following its exercise of the rights
provided in Section 3.5(a).  The Drag
Along Notice shall set forth the consideration to be paid by the purchaser for
the securities and the material terms of the Drag Transaction. (e)  If any
holders of Equity Securities of any class are given an option as to the form
and amount of consideration to be received, all holders of Equity Securities of
such class will be given the same option. (f)  At least ten
(10) Business Days prior to the consummation of the sale, each Selling
Stockholder shall deliver to the Company to hold in escrow pending transfer of
the consideration therefor, the duly endorsed certificate or certificates
representing the Equity Securities held by such Selling Stockholder to be sold,
and a stock power and limited power-of-attorney authorizing the Company to take
all actions necessary to sell or otherwise dispose of such securities.  In the event that a Selling Stockholder
should fail to deliver the Equity Securities, the Company shall cause the books
and records of the Company to show that such Equity Securities are bound by the
provisions of this Section 3.5 and that such securities may only be Transferred
to the purchaser in such Drag Transaction. (g)  Upon the
consummation of the Drag Transaction, the acquiring Person shall remit directly
to the Selling Stockholder, by wire transfer if available and if requested by
the Selling Stockholder, the consideration for the securities sold pursuant
thereto. SECTION 3.6.Void
Transfers.  Any Transfer or
attempted Transfer of Equity Securities in violation of any provision of this Agreement
shall be void.  21 
   ARTICLE IV EQUITY
PURCHASE RIGHTS SECTION 4.1.Equity
Purchase Rights.  (a)  The
Company hereby grants to each Stockholder (and such Stockholders Affiliates
that are Transferred Equity Securities) the right to purchase its Pro Rata
Portion of all or any part of New Securities that the Company may, from time to
time, propose to sell or issue.  The
number or amount of New Securities which the Stockholders may purchase pursuant
to this Section 4.1(a) shall be referred to as the Equity Purchase Shares.  The equity purchase right provided in this
Section 4.1(a) shall apply at the time of issuance of any right, warrant or
option or convertible or exchangeable security and not to the conversion,
exchange or exercise thereof. (b)  The Company
shall give written notice of a proposed issuance or sale described in Section
4.1(a) to the Stockholders within five (5) Business Days following any meeting
of the Board at which any such issuance or sale is approved and at least
fifteen (15) days prior to the proposed issuance or sale.  Such notice (the Issuance Notice)
shall set forth the material terms and conditions of such proposed transaction,
including the name of any proposed purchaser(s), the proposed manner of
disposition, the number or amount and description of the shares proposed to be
issued, the proposed issuance date and the proposed purchase price per share,
including a description of any non-cash consideration sufficiently detailed to
permit the determination of the Fair Market Value thereof.  Such notice shall also be accompanied by any
written offer from the prospective purchaser to purchase such New Securities. (c)  At any time
during the 15-day period following the receipt of an Issuance Notice, the
Stockholders shall have the right to elect irrevocably to purchase its Pro Rata
Portion of the number of the Equity Purchase Shares at the purchase price set
forth in the Issuance Notice (provided that, in the event any portion of
the purchase price per share to be paid by the proposed purchaser is to be paid
in non-cash consideration, the value of any such non-cash consideration per
share shall be the Fair Market Value thereof) and upon the other terms and
conditions specified in the Issuance Notice by delivering a written notice to
the Company.  Except as provided in the
following sentence, such purchase shall be consummated concurrently with the
consummation of the issuance or sale described in the Issuance Notice.  The closing of any purchase by any
Stockholder may be extended beyond the closing of the transaction described in
the Issuance Notice to the extent necessary to (i) obtain required governmental
approvals and other required approvals and the Company and the Stockholders shall
use their respective commercially reasonable efforts to obtain such approvals
and (ii) permit the Stockholders or their Affiliates to complete their internal
capital call process; provided that the extension pursuant to this clause (ii)
shall not exceed 30 days. (d)  Each
Stockholder exercising its right to purchase its respective portion of the
Equity Purchase Shares in full (an Exercising Stockholder) shall have
a right of over-allotment such that if any other Stockholder or Affiliate of
any Stockholder fails to exercise its right hereunder to purchase its full Pro
Rata Portion of New Securities (a Non-Purchasing Stockholder), such
Exercising Stockholder may purchase its Pro Rata Portion of such securities by
giving written notice to the Company within ten (10) days from the date that
the Company  22 
   provides written notice of the amount of New
Securities as to which such Non-Purchasing Stockholders have failed to exercise
their Equity Purchase Rights hereunder. (e)  If any
Stockholder or Exercising Stockholder fails to exercise fully the Equity
Purchase Right within the periods described above and after expiration of the
10-day period for exercise of the over-allotment provisions pursuant to Section
4.1(d) above, the Company shall be free to complete the proposed issuance or
sale of the New Securities described in the Issuance Notice with respect to
which Exercising Stockholders failed to exercise the option set forth in this
Section 4.1 on terms no less favorable to the Company than those set forth in
the Issuance Notice (except that the amount of securities to be issued or sold
by the Company may be reduced); provided that (x) such issuance or sale
is closed within ninety (90) days after the expiration of the 10-day period
described in Section 4.1(d) and (y) the price at which the New Securities are
Transferred must be equal to or higher than the purchase price described in the
Issuance Notice.  Such periods within
which such issuance or sale must be closed shall be extended to the extent
necessary to obtain required governmental approvals and other required
approvals and the Company shall use its commercially reasonable efforts to
obtain such approvals.  In the event
that the Company has not sold such New Securities within said 90-day period,
the Company shall not thereafter issue or sell any New Securities, without
first again offering such securities to the Stockholders in the manner provided
in this Section 4.1. ARTICLE V MISCELLANEOUS SECTION 5.1.        Stockholder
Indemnification; Reimbursement of Expenses. The Company agrees to indemnify and hold harmless each
Stockholder, their respective directors, members, managers and officers and
their Affiliates (the Stockholders, and the respective directors, officers,
partners, members, managers, Affiliates and controlling persons thereof, each,
an Stockholder Indemnitee) from and against any and all liability, including,
without limitation, all obligations, costs, fines, claims, actions, injuries,
demands, suits, judgments, proceedings, investigations, arbitrations (including
stockholder claims, actions, injuries, demands, suits, judgments, proceedings,
investigations or arbitrations) and reasonable expenses, including reasonable
accountants and reasonable attorneys fees and expenses (together the
Losses), incurred by such Stockholder Indemnitee before or after the date of
this Agreement and arising out of, resulting from, or relating to (i) such
Stockholder Indemnitees purchase and/or ownership of any Equity Securities,
(ii) the transactions contemplated by the Transaction Agreement (including the
agreements described therein), and any other purchase agreements pursuant to
which any Stockholder Indemnitee purchased securities of the Company and all
agreements contemplated thereby, or (iii) any litigation to which any
Stockholder Indemnitee is made a party in its capacity as a stockholder or
owner of securities (or a partner, director, officer, member, manager,
Affiliate or controlling person of any Stockholder Indemnitee) of the Company;
provided that the foregoing indemnification rights in this Section 5.1 shall
not be available to the extent that (a) any such Losses are incurred as a
result of such Stockholder Indemnitees willful misconduct or gross negligence;
(b) any such Losses are incurred as a result of non-compliance by such
Stockholder Indemnitee with any laws or  23 
   regulations applicable to any of them; (c) any such
Losses are incurred as a result of non-compliance by such Stockholder
Indemnitee with its obligations under any of the agreements or instruments
referenced above or any other agreements or instruments to which such
Stockholder Indemnitee is or becomes a party or otherwise becomes bound; or (d)
subject to the rights of contribution provided for below, to the extent
indemnification for any Losses would violate any applicable law, regulation or
public policy.  For purposes of this
Section 5.1, none of the circumstances described in the limitations contained
in the proviso in the immediately preceding sentence shall be deemed to apply
absent a final non-appealable judgment of a court of competent jurisdiction to
such effect, in which case to the extent any such limitation is so determined
to apply to any Stockholder Indemnitee as to any previously advanced indemnity
payments made by the Company under this Section 5.1, then such payments shall
be promptly repaid by such Stockholder Indemnitee to the Company.  The rights of any Stockholder Indemnitee to
indemnification hereunder will be in addition to any other rights any such
party may have under any other agreement or instrument referenced above or any
other agreement or instrument to which such Stockholder Indemnitee is or
becomes a party or is or otherwise becomes a beneficiary or under law or
regulation.  In the event of any payment
of indemnification pursuant to this Section 5.1, so long as any Stockholder
Indemnitee is fully indemnified for all Losses, the Company will be subrogated
to the extent of such payment to all of the related rights of recovery of the
Stockholder Indemnitee to which such payment is made against all other
Persons.  Such Stockholder Indemnitee
shall execute all papers reasonably required to evidence such rights.  The Company will be entitled at its election
to participate in the defense of any third party claim upon which
indemnification is due pursuant to this Section 5.1 or to assume the defense
thereof, with counsel reasonably satisfactory to such Stockholder Indemnitee
unless, in the reasonable judgment of the Stockholder Indemnitee, a conflict of
interest between the Company and such Stockholder Indemnitee may exist, in
which case such Stockholder Indemnitee shall have the right to assume its own
defense and the Company shall be liable for all reasonable expenses
therefor.  Except as set forth above,
should the Company assume such defense all further defense costs of the
Stockholder Indemnitee in respect of such third party claim shall be for the
sole account of such party and not subject to indemnification hereunder.  The Company will not without the prior
written consent of the Stockholder Indemnitee effect any settlement of any
threatened or pending third party claim in which such Stockholder Indemnitee is
or could have been a party and be entitled to indemnification hereunder unless
such settlement solely involves the payment of money and includes an
unconditional release of such Stockholder Indemnitee from all liability and
claims that are the subject matter of such claim.  If the indemnification provided for above is unavailable in
respect of any Losses, then the Company, in lieu of indemnifying an Stockholder
Indemnitee, shall contribute to the amount paid or payable by such Stockholder
Indemnitee in such proportion as is appropriate to reflect the relative fault
of the Company and such Stockholder Indemnitee in connection with the actions
which resulted in such Losses, as well as any other equitable considerations. The Company agrees to pay or reimburse (i) the Stockholders
for (A) all reasonable costs and expenses (including reasonable attorneys fees,
charges, disbursement and expenses) incurred in connection with any amendment,
supplement, modification or waiver of or to any of the terms or provisions of
this Agreement, the Transaction Agreement or any related agreements and (B) in
connection with any stamp, transfer, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this  24 
   Agreement, the Transaction Agreement or any related
agreements; and (ii) each Stockholder for all costs and expenses of such
Stockholder (including reasonable attorneys fees, charges, disbursement and
expenses) incurred in connection with (1) the consent to any departure by
the Company or any of its Subsidiaries from the terms of any provision of this
Agreement, the Transaction Agreement or any related agreements and (2) the
enforcement or exercise by such Stockholder of any right granted to it or
provided for hereunder. SECTION 5.2.        Termination.  Subject to the early termination of any
provision as a result of an amendment to this Agreement agreed to by the
Company and the Stockholders as provided under Section 5.8, (i) the provisions
of Article II shall, with respect to each Stockholder, terminate as provided in
the applicable Section of Article II or, if not so provided, as provided in
Section 2.6, (ii) the provisions of Section 3.3 and Article IV shall
terminate upon the consummation of an IPO, (iii) the provisions of
Sections 2.4, 2.5, 3.2 and 3.4 shall terminate as provided therein and
(iv) Sections 3.1, 3.6 and 5.1 of this Agreement shall not terminate.  Nothing herein shall relieve any party from
any liability for the breach of any of the agreements set forth in this
Agreement. SECTION 5.3.        Amendments
and Waivers.  Except as otherwise
provided herein, no modification, amendment or waiver of any provision of this
Agreement shall be effective without the approval of the Company and each
Stockholder; provided, that any Stockholder may waive (in writing) the benefit
of any provision of this Agreement with respect to itself for any purpose.  The failure of any party to enforce any of
the provisions of this Agreement shall in no way be construed as a waiver of
such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its
terms.  Each of Constellation, Carlyle
and Providence hereby agrees not to consent to amend this Agreement in order to
modify or eliminate the right of its affiliated VCOC Fund to appoint a
Stockholder Designee without the consent of such affiliated VCOC Fund. SECTION 5.4.        Successors,
Assigns and Transferees.  This
Agreement shall bind and inure to the benefit of and be enforceable by the
parties hereto and their respective successors and permitted assigns.  Stockholders may assign their respective
rights and obligations hereunder to any Transferees only to the extent
expressly provided herein. SECTION 5.5.        Legend.  (a)  All certificates representing
the Equity Securities held by each Stockholder shall bear a legend
substantially in the following form: THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE COMPANY). 
NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A)
PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
THEREUNDER.  THE HOLDER OF THIS CERTIFICATE,
BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS
OF SUCH STOCKHOLDERS AGREEMENT.   25 
   (b)  Upon the sale
of any Equity Securities pursuant to (i) an effective registration statement
under the Securities Act or pursuant to Rule 144 under the Securities Act or
(ii) another exemption from registration under the Securities Act or upon
the termination of this Agreement, the certificates representing such Equity
Securities shall be replaced, at the expense of the Company, with certificates
or instruments not bearing the legends required by this Section 5.5; provided
that the Company may condition such replacement of certificates under clause
(ii) upon the receipt of an opinion of securities counsel reasonably
satisfactory to the Company. SECTION 5.6.Notices.  All notices and other communications
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified; (b)
when sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next Business Day, provided that a copy
of such notice is also sent via nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt; (c) five
(5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (d) one (1) Business Day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All
communications shall be sent to such partys address as set forth below or at
such other address as the party shall have furnished to each other party in
writing in accordance with this provision: If to the Company
  
  PanAmSat Corporation
  20 Westport Road
  Wilton, Connecticut 
  06897
  Attention:  James W. Cuminale
  Telecopy  :203-210-8684  with a copy to:
  (which shall
  not
  constitute notice)
  
  Simpson Thacher & Bartlett LLP
  425 Lexington Avenue
  New York, New York 10017Attention
  Gary I. Horowitz
  Marni J. LernerTelecopy:
  (212) 455-2502  If to Constellation or KKR Fund:
  
  Constellation, LLC
  c/o Kohlberg Kravis & Roberts & Co.
  9 West 57th Street
  New York, New York 
  10019
  Attention: Alex Navab
  Telecopy: (212) 750-0003with a copy to: (which shall not constitute notice)
  
  Simpson Thacher & Bartlett LLP
  425 Lexington Avenue
  New York, New York 
  10017
  Attention:Gary I. Horowitz
  Marni
  J. Lerner
  Telecopy:(212) 455-2502  26 
   If to Carlyle or the Carlyle Fund:
  
  Carlyle PanAmSat I, L.L.C.
  Carlyle PanAmSat II, L.L.C.
  1001 Pennsylvania Avenue, N.W.
  Suite 220
  South Washington, D.C.  20004
  Attention: Bruce E. Rosenblum
  Telecopy:(202) 347-9250  with a copy to:
  (which shall not
  constitute notice)
  
  Latham & Watkins LLP
  555 Eleventh Street, NW
  Suite 1000
  Washington, D.C.  20004-1304
  Attention: Daniel T.
  Lennon
  Telecopy: (202) 637-2201If to Providence or the
  Providence Fund:
  
  PEP PAS, LLC
  PEOP PAS, LLC
  50 Kennedy Plaza
  18th Floor
  Providence, RI  02903
  Attention: Paul Salem
  Telecopy: (401) 751-1709with a copy to:
  (which shall
  not
  constitute notice)
  
  Latham & Watkins LLP
  555 Eleventh Street, NW
  Suite 1000
  Washington, D.C. 
  20004-1304
  Attention: Daniel T. Lennon
  Telecopy: (202) 637-2201 SECTION 5.7.        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. SECTION 5.8Entire
Agreement.  Except as otherwise
expressly set forth herein, this Agreement together with the Registration
Rights Agreement embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among
the parties, written or oral, that may have related to the subject matter
hereof in any way. SECTION 5.9.Restrictions
on Other Agreements; Bylaws.  (a)  Following
the date hereof, no Stockholder or any of its, her or his Permitted Transferees
shall enter into or agree to be bound by any stockholder agreements or
arrangements of any kind with any Person with respect to any Equity Securities
except pursuant to the agreements specifically  27 
   contemplated by the
Transaction Agreement and the Registration Rights Agreement or expressly
permitted hereunder. (b)  The
provisions of this Agreement shall be controlling if any such provisions or the
operation thereof conflict with the provisions of the Companys by-laws.  Each of the parties covenants and agrees to
vote their Equity Securities and to take any other action reasonably requested
by the Company or any Stockholder to amend the Companys by-laws so as to
avoid any conflict with the provisions hereof. SECTION 5.10.Delays
or Omissions.  It is agreed that no
delay or omission to exercise any right, power or remedy accruing to any party,
upon any breach, default or noncompliance by another party under this
Agreement, shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of or in any similar breach, default or noncompliance
thereafter occurring.  It is further
agreed that any waiver, permit, consent or approval of any kind or character on
the part of any party hereto of any breach, default or noncompliance under this
Agreement or any waiver on such partys part of any provisions or conditions of
this Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. 
All remedies, either under this Agreement, by law, or otherwise afforded
to any party, shall be cumulative and not alternative. SECTION 5.11.      Governing
Law; Jurisdiction; Waiver of Jury Trial. 
This Agreement shall be governed in all respects by the laws of the
State of Delaware.  No suit, action or
proceeding with respect to this Agreement may be brought in any court or before
any similar authority other than in a court of competent jurisdiction in the
State of New York, and the parties hereto hereby submit to the exclusive
jurisdiction of such courts for the purpose of such suit, proceeding or judgment.  Each party hereto hereby irrevocably waives
any right it may have had to bring such an action in any other court, domestic
or foreign, or before any similar domestic or foreign authority.  Each of the parties hereto hereby
irrevocably and unconditionally waives trial by jury in any legal action or
proceeding in relation to this Agreement and for any counterclaim therein. SECTION 5.12.      Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to 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. SECTION 5.13.      Enforcement.  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.  28 
   SECTION 5.14.      Titles
and Subtitles.  The titles of the
sections and subsections of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement. SECTION 5.15.      No
Recourse.  Notwithstanding anything
that may be expressed or implied in this Agreement, the Company and each
Stockholder covenant, agree and acknowledge that no recourse under this
Agreement or any documents or instruments delivered in connection with this
Agreement shall be had against any current or future director, officer,
employee, general or limited partner or member of any Stockholder or of any
Affiliate or assignee thereof, whether by the enforcement of any assessment or
by any legal or equitable proceeding, or by virtue of any statute, regulation
or other applicable law, it being expressly agreed and acknowledged that no
personal liability whatsoever shall attach to, be imposed on or otherwise be
incurred by any current or future officer, agent or employee of any Stockholder
or any current or future member of any Stockholder or any current or future
director, officer, employee, partner or member of any Stockholder or of any
Affiliate or assignee thereof, as such for any obligation of any Stockholder
under this Agreement or any documents or instruments delivered in connection
with this Agreement for any claim based on, in respect of or by reason of such
obligations or their creation. SECTION 5.16.      Counterparts;
Facsimile Signatures.  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).   [Rest of page intentionally left blank]  29 
   IN WITNESS WHEREOF, the
parties hereto have executed this Stockholders Agreement as of the date set
forth in the first paragraph hereof. PANAMSAT CORPORATIONBy:
  /s/ James W. CuminaleName:
  James W. CuminaleTitle:
  Executive Vice Presidentand General CounselCONSTELLATION, LLCBy:
  /s/ Alexander NavabName: Alexander NavabTitle:   PresidentCARLYLE PANAMSAT I, LLCBy:
  /s/ Bruce RosenblumName:  Bruce RosenblumTitle:     Managing DirectorCARLYLE PANAMSAT II, LLCBy:
  /s/ Bruce RosenblumName: Bruce RosenblumTitle:   Managing DirectorPEP PAS, LLCBy:
  /s/ Paul SalemName: Paul SalemTitle:PEOP PAS, LLCBy:
  /s/ Paul SalemName: Paul SalemTitle:  Signature
Page to PanAmSat Stockholders Agreement    
   CARLYLE PARTNERS III-TELECOMMUNICATIONS, L.P.By:
  TC Group III, L.P.its General PartnerBy:
  TC Group III, L.L.C.its General PartnerBy:
  TCG Group, L.L.C.its Managing MemberBy:
  TCG Holdings, L.L.C.its Managing MemberBy:
  /s/ Bruce RosenblumName: Bruce RosenblumTitle:  Managing DirectorPROVIDENCE EQUITY PARTNERS
  IV, L.P.By:
  /s/ Paul SalemName:  Paul 
  SalemTitle:KKR
  MILLENNIUM FUND L.P.By:
  KKR
  ASSOCIATES MILLENNIUM L.P.its
  General PartnerBy:
  KKR
  MILLENNIUM GP LLCits
  General PartnerBy:
  /s/
  Alexander NavabName:
  Alexander NavabTitle:   Member   Signature
Page to PanAmSat Stockholders Agreement   
   Exhibit A Assignment
and Assumption Agreement Pursuant to the Stockholders
Agreement, dated as of ____ __, 2004 (the Stockholders Agreement),
among PanAmSat Corporation, a Delaware corporation (the Company), and
each of the stockholders of the Company whose name appears on the signature
pages listed therein (each, a Stockholder and collectively, the Stockholders),
_________, (the Transferor) hereby assigns to the undersigned the
rights that may be assigned thereunder with respect to the Equity Securities so
Transferred, and the undersigned hereby agrees that, having acquired Equity
Securities as permitted by the terms of the Stockholders Agreement, the
undersigned shall assume the obligations of the Transferor under the
Stockholders Agreement with respect to the Equity Securities so Transferred.
Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Stockholders Agreement. Listed below is information
regarding the Equity Securities: Number
  of Shares of
  Common Stock___________________  IN WITNESS WHEREOF, the
undersigned has executed this Assumption Agreement as of __________ ___, 20__.  [NAME OF
  TRANSFEREE]Name:Title:  Acknowledged by:PANAMSAT CORPORATIONByName:Title:     
   Exhibit B  FSS Operators  1.SES Global and
its subsidiaries (Asiasat, Nahuelsat, Star One, NordicSat, etc.) 2.Intelsat and
its subsidiaries 3.Eutelsat and
its subsidiaries (Hispasat, Hispamar, Amazonas) 4.JSAT 5.Telesat Canada 6.Space
Communications Corp. (SCC  Japan) 7.Loral Orion 8.Singtel Optus
Australia 9.Satmex 10.Measat/Binariang
(Malaysia) 11.EuropeStar 12.New Skies  Value Added Providers (Resellers, Service Providers,
TT&C and Teleports)  1.HNS 2.Vyvx 3.Globecast 4.Ascent Media 5.Space Connection 6.Microspace  G2
Competitors  1.  Artel 2.  Arrowhead Global Solutions 3.  Spacelink 4.  Comtech 5.  Marshall Communications 6.  Lyman Brothers 7.  AIS 8.  Connaly 9  Stratos