Exhibit 10.12  TC Group, L.L.C.
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C. 20004  August 20, 2004  PanAmSat Corporation 
20 Westport Road
Wilton, Connecticut  06897  Ladies and Gentlemen:  This letter serves to confirm the retention
by PanAmSat Corporation (the Company) of TC Group, L.L.C. (TC Group) to
provide management, consulting and financial services to the Company and its
divisions, subsidiaries and affiliates (collectively, PanAmSat), as follows:  1.The Company has retained us, and
we hereby agree to accept such retention, to provide to PanAmSat, when and if
called upon, certain management, consulting and financial services of the type
customarily performed by us.  The
Company agrees to pay us an annual fee equal to our Pro Rata Share (as defined
below) of an amount equal to two million dollars ($2,000,000)  (the Annual Fee), such fee to be increased
at a rate of 3% annually, effective as of August 20th of each
such year, payable in quarterly installments in arrears at the end of each
calendar quarter.  For purposes of this
letter, the term Pro Rata Share shall mean a fraction, the numerator of which
is the aggregate number of shares of common stock, par value $0.01 per share of
the Company (Common Stock) held by affiliates of TC Group and the dominator
of which is the total number of Investor Shares outstanding at the time of
payment of the Annual Fee.  In this
Agreement, the term Investor Shares shall mean the aggregate number of shares
of Common Stock held by affiliates of TC Group, affiliates of Kohlberg Kravis
Roberts & Co. L.P. and affiliates of Providence Equity Partners IV Inc.  2.In consideration for our
structuring services rendered in connection with the transactions contemplated
by the Transaction Agreement, dated as of April 20, 2004, by and among
Constellation, LLC, a Delaware limited liability company, the Company, The
DIRECTV Group, Inc., a Delaware corporation, and PAS Merger Sub, Inc., a
Delaware corporation (the Transaction Agreement) which such services
included, but were not limited to, financial advisory services and capital
structure review, the Company agrees to also pay a one-time transaction fee to
us in a total amount equal to eleven million dollars ($11,000,000.00), payable
immediately upon the Stock Purchase Closing (as defined in the Transaction
Agreement).


3.We may also invoice the Company
for additional fees in connection with acquisition or divestiture transactions
or in the event that we, or any of our affiliates, perform services for
PanAmSat above and beyond those called for by this agreement.  4.In addition to any fees that may
be payable to us under this agreement, the Company also agrees to reimburse us
and our affiliates, from time to time upon request, for all reasonable out-of-pocket
expenses incurred, including unreimbursed expenses incurred to the date hereof,
in connection with this retention and/or the transactions contemplated by the
Transaction Agreement (including the proposed acquisition of the Company by TC
Group, Providence Equity Partners IV Inc. and certain other investors and their
affiliates), including travel expenses and expenses of our counsel; provided,
however, that we shall not be entitled to reimbursement for any out-of-pocket
expenses incurred prior to April 28, 2004 that together with all of the
expenses prior to that date for which Providence Equity Partners IV Inc. is
entitled to reimbursement pursuant to paragraph 4 of its management and fee
agreement, dated as of the date hereof, with the Company exceed three million
dollars ($3,000,000) in the aggregate.  5.The Company agrees to indemnify
and hold us, our affiliates (including, without limitation, affiliated
investment entities) and their and our respective partners, executives,
officers, directors, employees, agents and controlling persons (each such
person, including us, being an Indemnified Party) harmless from and against
(i) any and all losses, claims, damages and liabilities (including, without
limitation, losses, claims, damages and liabilities arising from or in
connection with legal actions brought by or on behalf of the holders or future
holders of the outstanding securities of PanAmSat or creditors or future
creditors of PanAmSat), joint, several or otherwise, to which such Indemnified
Party may become subject under any applicable federal or state law, or
otherwise, related to or arising out of any activity contemplated by this
agreement or our retention pursuant to, and our or our affiliates performance
of the services contemplated by, this agreement and (ii) any and all losses,
claims, damages and liabilities, joint, several or otherwise, related to or
arising out of any action or omission or alleged action or omission related to
the Company or any of its direct or indirect subsidiaries or the securities or
obligations of any such entities.  The
Company will further reimburse any Indemnified Party for all expenses
(including counsel fees and disbursements) upon request as they are incurred in
connection with the investigation of, preparation for or defense of any pending
or threatened claim or any action or proceeding arising from any of the
foregoing, whether or not such Indemnified Party is a party and whether or not
such claim, action or proceeding is initiated or brought by the Company; provided,
however, that the Company will not be liable under the foregoing
indemnification provision (and amounts previously paid that are determined not
required to be paid by the Company pursuant to the terms of this paragraph
shall be repaid promptly) to the extent that any loss, claim, damage, liability
or expense is found in a final judgment by a court to have resulted from our
willful misconduct or gross negligence. 
The Company agrees that no Indemnified Party shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to PanAmSat
related to or arising out of our retention pursuant to, or our affiliates
performance of the services contemplated by, this agreement except to the
extent that any loss, claim, damage, liability or expense is found in a final,
non-appealable judgment by a court to have resulted from our willful
misconduct, bad faith or gross negligence.  The Company also agrees that, without our
prior written consent, it will not settle, compromise or consent to the entry
of any judgment in any pending or threatened claim, action or proceeding to
which an Indemnified Party is an actual or potential party and in respect of  2


which indemnification could be sought under
the indemnification provision in the immediately preceding paragraph, unless
such settlement, compromise or consent includes an unconditional release of
each Indemnified Party from all liability arising out of such claim, action or
proceeding.  Promptly after receipt by an Indemnified
Party of notice of any suit, action, proceeding or investigation with respect
to which an Indemnified Party may be entitled to indemnification hereunder,
such Indemnified Party will notify the Company in writing of the assertion of
such claim or the commencement of such suit, action, proceeding or
investigation, but the failure to so notify the Company shall not relieve the
Company from any liability which it may have hereunder, except to the extent
that such failure has materially prejudiced the Company.  If the Company so elects within a reasonable
time after receipt of such notice, the Company may participate at its own
expense in the defense of such suit, action, proceeding or investigation.  Each Indemnified Party may employ separate
counsel to represent it or defend it in any such suit, action, proceeding or
investigation in which it may become involved or is named as a defendant and,
in such event, the reasonable fees and disbursements of such counsel shall be
borne by the Company; provided, however, that the Company will
not be required in connection with any such suit, action, proceeding or
investigation, or separate but substantially similar actions arising out of the
same general allegations or circumstances, to pay the fees and disbursements of
more than one separate counsel (other than local counsel) for all Indemnified
Parties in any single action or proceeding. 
Whether or not the Company participates in the defense of any claim, the
Company and we shall cooperate in the defense thereof and shall furnish such
records, information and testimony, and attend such conferences, discovery
proceedings, hearings, trials and appeals, as may be reasonably requested in
connection therewith.  If the indemnification provided for in clause
(i) of the first sentence of this Section 5 is finally judicially
determined by a court of competent jurisdiction to be unavailable to an
Indemnified Party, or insufficient to hold any Indemnified Party harmless, in
respect of any losses, claims, damages or liabilities (other than any losses,
claims, damages or liabilities found in a final judgment by a court to have
resulted from our willful misconduct or gross negligence), then the Company, on
the one hand, in lieu of indemnifying such Indemnified Party, and we, on the
other hand, will contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received, or
sought to be received, by PanAmSat on the one hand and us, solely in our
capacity as an advisor under this agreement, on the other hand in connection
with the transactions to which such indemnification, contribution or
reimbursement is sought, or (ii) if (but only if) the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of PanAmSat on the one hand and us on the other, as
well as any other relevant equitable considerations; provided, however,
that in no event shall our aggregate contribution hereunder exceed the amount
of fees actually received by us in respect of the transaction at issue pursuant
to this agreement.  The amount paid or
payable by a party as a result of the losses, claims, damages and liabilities
referred to above will be deemed to include any legal or other fees or expenses
reasonably incurred in defending any action or claim.  The Company and we agree that it would not be just and equitable
if contribution pursuant to this paragraph were determined by pro rata
allocation or by any other method which does not take  3


into account the equitable considerations
referred to in this paragraph.  The
indemnity, contribution and expense reimbursement obligations that the Company
has under this letter shall be in addition to any the Company or PanAmSat may
have, and notwithstanding any other provision of this letter, shall survive the
termination of this agreement.  6.Any advice or opinions provided
by us may not be disclosed or referred to publicly or to any third party (other
than PanAmSats legal, tax, financial or other advisors), except in accordance
with our prior written consent.  7.We shall act as an independent
contractor, with duties solely to PanAmSat. 
The provisions hereof shall inure to the benefit of and shall be binding
upon the parties hereto and their respective successors and assigns.  Nothing in this agreement, expressed or
implied, is intended to confer on any person other than the parties hereto or
their respective successors and assigns, and, to the extent expressly set forth
herein, the Indemnified Parties, any rights or remedies under or by reason of
this agreement.  Without limiting the
generality of the foregoing, the parties acknowledge that nothing in this
agreement, expressed or implied, is intended to confer on any present or future
holders of any securities of the Company or its subsidiaries or affiliates, or
any present or future creditor of the Company or its subsidiaries or
affiliates, any rights or remedies under or by reason of this agreement or any
performance hereunder.  8.This agreement shall be governed
by and construed in accordance with the internal laws of the State of New York.  9.This agreement shall continue in
effect from year to year unless amended or terminated by mutual consent.  10.Each party hereto represents and
warrants that the execution and delivery of this agreement by such party has
been duly authorized by all necessary action of such party.  11.If any term or provision of this
agreement or the application thereof shall, in any jurisdiction and to any
extent, be invalid and unenforceable, such term or provision shall be
ineffective, as to such jurisdiction, solely to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable any remaining
terms or provisions hereof or affecting the validity or enforceability of such
term or provision in any other jurisdiction. 
To the extent permitted by applicable law, the parties hereto waive any
provision of law that renders any term or provision of this agreement invalid
or unenforceable in any respect.  12.Each party hereto waives all
right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) related to or arising out of our retention
pursuant to, or our performance of the services contemplated by this agreement.  13.It is expressly understood that
the foregoing paragraphs 2-6, 8, 11 and 12 in their entirety, survive any
termination of this agreement.  14.This agreement may be executed
in counterparts, each of which shall be deemed an original agreement, but all
of which together shall constitute one and the same instrument.  4


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If the
foregoing sets forth the understanding between us, please so indicate on the
enclosed signed copy of this letter in the space provided therefor and return
it to us, whereupon this letter shall constitute a binding agreement among us.   Very truly yours,TC Group, L.L.C.By:
  TCG Holdings, L.L.C.its Managing MemberBy:
  /s/ BRUCE E. ROSENBLUMName:
  Bruce E. RosenblumTitle: Managing DirectorAGREED TO AND ACCEPTED BY:PanAmSat CorporationBy:
  /s/ JAMES W. CUMINALEName: James W. CuminaleTitle: Executive Vice President & General  Counsel