Exhibit 10.9  [FORM OF]  SALE
PARTICIPATION AGREEMENT  August 20, 2004  To:The Person whose name is 
set forth on the signature page hereof  Dear Sir or Madam:  You have entered into a Management
Stockholders Agreement, dated as of the date hereof, between PanAmSat
Corporation, a Delaware corporation (the Company), and you (the Management
Stockholders Agreement) relating to the granting to you by the Company of
an Option (as defined in the Management Stockholders Agreement) to purchase
shares of common stock, par value $0.01 per share, of the Company (the Common
Stock).  The undersigned,
Constellation, LLC, a Delaware limited liability company (Constellation),
Carlyle PanAmSat I, L.L.C., a Delaware limited liability company, Carlyle
PanAmSat II, L.L.C., a Delaware limited liability company (together, Carlyle),
PEP PAS, LLC, a Delaware limited liability company, and PEOP PAS, LLC, a
Delaware limited liability company (together, Providence, and
collectively with Constellation and Carlyle, the Investors) hereby
agree with you as follows, effective upon such grant of Option:  1.             In the event that
at any time one or more of the Investors (together with any of the affiliates
of such Investor or Investors, to the extent provided for in Paragraph 8 hereof,
the Selling Investors) proposes to sell for cash or any other
consideration any shares of Common Stock owned by it, in any transaction other
than a Public Offering (as defined in the Management Stockholders Agreement),
a public distribution pursuant to Rule 144 under the Securities Act of 1933, as
amended or a sale to an affiliate of the Selling Investors, the Selling
Investors will notify you or your Management Stockholders Estate or Management
Stockholders Trust (as such terms are defined in the Management Stockholders
Agreement, and collectively with you, the Management Stockholder Entities),
as the case may be, in writing (a Notice) of such proposed sale (a Proposed
Sale) and the material terms of the Proposed Sale as of the date of the
Notice (the Material Terms) promptly, and in any event not less than
15 days prior to the consummation of the Proposed Sale and not more than
five days after the execution of the definitive agreement relating to the
Proposed Sale, if any (the Sale Agreement).  If, within 10 days after the Management Stockholder
Entities receipt of such Notice, the Selling Investors receive from the
Management Stockholder Entities a written request (a Request) to
include Common Stock held by the Management Stockholder Entities in the
Proposed Sale (which Request shall be irrevocable unless (a) there shall
be any substantive adverse change in the Material Terms or (b) if
otherwise mutually agreed to in writing by the Management Stockholder Entities,
and the Selling Investor), the Common Stock held by you will be so included to
the extent provided in Section 2 below; provided that only one Request, which
shall be executed by the Management Stockholder Entities, may be delivered with
respect to any Proposed Sale for Common Stock held by the Management
Stockholder Entities.  Promptly after
the execution of the Sale Agreement, the Selling Investors will furnish the
Management Stockholder Entities with a copy of the Sale Agreement, if any.


2.             (a)  The number of shares of Common Stock which
the Management Stockholder Entities will be permitted to include in a Proposed
Sale pursuant to a Management Stockholder Request will be the sum of the number
of shares of Common Stock then owned by the Management Stockholder Entities (and
held pursuant to the Management Stockholders Agreement) plus all shares
of Common Stock which you are then entitled to acquire under any unexercised
portion of the Option, to the extent such Option is then exercisable or would
become exercisable as a result of the consummation of the Proposed Sale, multiplied
by a fraction (x) the numerator of which shall be the aggregate number of
shares of Common Stock proposed to be sold in the Proposed Sale and
(y) the denominator of which shall be the total number of shares of Common
Stock owned by all of the Investors, the Management Stockholder Entities
(including phantom shares owned through the Deferred Compensation Plan) and
other holders of shares of Common Stock who have been granted the same rights
granted to the Management Stockholder Entities to participate in the Proposed
Sale (an Eligible Holder) as the case may be.  (b)          If one or more
Eligible Holders elect not to include the maximum number of shares of Common
Stock which such holders would have been permitted to include in a Proposed
Sale pursuant to Paragraph 2(a) (such non-included shares, the Eligible
Shares), then each of the Selling Investors, or the remaining Eligible
Holders, or any of them, will have the right to sell in the Proposed Sale a number
of additional shares of their Common Stock equal to their pro rata portion of
the number of Eligible Shares, based on the relative number of shares of Common
Stock then held by each such holder plus all shares of Common Stock
which you are then entitled to acquire under any unexercised portion of the
Option, to the extent such Option is then exercisable or would become
exercisable as a result of the consummation of the Proposed Sale, and such
additional shares of Common Stock which any such holder or holders propose to
sell shall not be included in any calculation made pursuant to
Paragraph 2(a) for the purpose of determining the number of shares of
Common Stock which the Management Stockholder Entities will be permitted to
include in a Proposed Sale.  The Selling
Investors, or any of them, will have the right to sell in the Proposed Sale
additional shares of Common Stock owned by them equal to the number, if any, of
remaining Eligible Shares which will not be included in the Proposed Sale
pursuant to the foregoing.  3.             Except as may
otherwise be provided herein, shares of Common Stock subject to a Request will
be included in a Proposed Sale pursuant hereto and in any agreements with
purchasers relating thereto on the same terms and subject to the same conditions
applicable to the shares of Common Stock which the Selling Investors propose to
sell in the Proposed Sale.  Such terms
and conditions shall include, without limitation:  the pro rata reduction of the number of shares of Common Stock to
be sold by the Selling Investors, the Management Stockholder Entities and any
Eligible Holders to be included in the Proposed Sale if required by the party
proposing such Sale; the sale price; the payment of fees, commissions and
expenses; the provision of, and representation and warranty as to, information
reasonably requested by the Selling Investors covering matters regarding the
Management Stockholder Entities ownership of shares; and the provision of
requisite indemnification; provided that any indemnification provided by
the Management Stockholder Entities shall be pro rata in proportion with the
number of shares of Common Stock to be sold.  4.             Upon delivering a
Request, the Management Stockholder Entities will, if requested by the Selling
Investors, execute and deliver a custody agreement and power of attorney in
form and substance reasonably satisfactory to the Selling Investors with
respect to the  2


shares of Common
Stock which are to be sold by the Management Stockholder Entities pursuant
hereto (a Custody Agreement and Power of Attorney).  The Custody Agreement and Power of Attorney
will contain customary provisions and will provide, among other things, that
the Management Stockholder Entities will deliver to and deposit in custody with
the custodian and attorney-in-fact named therein a certificate or certificates
(if such shares are certificated) representing such shares of Common Stock
(duly endorsed in blank by the registered owner or owners thereof) and
irrevocably appoint said custodian and attorney-in-fact as the Management
Stockholder Entities agent and attorney-in-fact with full power and authority
to act under the Custody Agreement and Power of Attorney on the Management
Stockholder Entities behalf with respect to the matters specified therein.  5.             The Management
Stockholder Entities right pursuant hereto to participate in a Proposed Sale
shall be contingent on the Management Stockholder Entities strict compliance
with each of the provisions hereof and the Management Stockholder Entities
respective willingness to execute such documents in connection therewith as may
be reasonably requested by the Selling Investors.  6.             (a) In the event of
a Proposed Sale pursuant to Paragraph 1 hereof if the rights set forth in
Section 3.5 of the Stockholders Agreement of PanAmSat Corporation dated August
20, 2004 between the Company and the Investors are applicable, may elect, by so
specifying in the Notice, to require the Management Stockholder Entities to, and
the Management Stockholder Entities shall, participate in such Proposed Sale to
the same extent calculated pursuant to Paragraph 2(a) above, in accordance
with the terms and provisions of Paragraph 3 hereof; provided, however,
that in such event, the order in which the shares of Common Stock held by the
Management Stockholder Entities shall be required to be sold shall be: first,
any shares of Common Stock then held by the Management Stockholder Entities;
and second, any shares of Common Stock acquired pursuant to the exercise of any
exercisable Options.  (b)           In the event of a
transaction which results in a Change in Control (as defined in the Management
Stockholders Agreement) but is not a Proposed Sale in which an Investor has
exercised its rights pursuant to Section 6(a) or the Management Stockholder
Entities have exercised their rights pursuant to Section 1 (a Proposed
Transaction), you agree on behalf of the Management Stockholder Entities,
to bear your pro rata share, to the extent set forth in Paragraph 6(c) below,
of any fees, commissions, adjustments to purchase price, expenses or
indemnities borne by the relevant Selling Investors.  (c)           Your pro rata share
of any amount to be paid pursuant to Paragraph 3 or 6(b) shall be based
upon the number of shares of Common Stock intended to be transferred by the
Management Stockholder Entities plus the number of shares of Common Stock you
would have the right to acquire under any unexercised portion of the Option
which is then vested or would become vested as a result of the Proposed Sale or
Proposed Transaction, but only to the extent you participate in such sale.  7.             The obligations of
the Selling Investors hereunder shall extend only to the Management Stockholder
Entities, and none of the Management Stockholder Entities successors or
assigns shall have any rights pursuant hereto.  3


8.             If the Selling
Investors or any of them transfer any of their interests in the Company to an
affiliate of any of the Selling Investors, such affiliate shall assume the
obligations hereunder of the Selling Investors.  9.             This Agreement
shall terminate and be of no further force and effect on the fifth anniversary
of the first occurrence of a Public Offering (as defined in the Management
Stockholders Agreement).  10.           All notices and
other communications provided for herein shall be in writing.  Any notice or other communication hereunder
shall be deemed duly given (i) upon electronic confirmation of facsimile,
(ii) one business day following the date sent when sent by overnight
delivery and (iii) five business days following the date mailed when
mailed by registered or certified mail return receipt requested and postage
prepaid, in each case as follows:  If to Constellation or KKR Fund:  Constellation, LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street New York, New York  10019 Attn:  Alexander Navab Telecopy:  (212) 750-0003  with a copy
to: (which shall not constitute notice)  Simpson
Thacher & Bartlett LLP 425 Lexington
Avenue New York, New
York  10017 Attn:  Gary Horowitz, Esq. Marni Lerner,
Esq. Telecopy:  (212) 455-2502  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 Attn:  Bruce E. Rosenblum  4


with a copy
to:  (which shall not constitute notice)  Latham &
Watkins LLP 555 Eleventh
Street, NW Suite 1000 Washington,
D.C.  20004-2201 Attn:  Daniel T. Lennon Telecopy:  (202) 637-2201  If to Providence or the Providence Fund:  PEP PAS, LLC PEOP PAS, LLC 50 Kennedy
Plaza 18th Floor Providence,
RI  02903 Attn:  Paul Salem Telecopy:  (401) 751-1709  with a copy
to:  (which shall not constitute notice)  Latham &
Watkins LLP 555 Eleventh
Street, NW Suite 1000 Washington,
D.C.  20004-1304 Attn:  Daniel T. Lennon Telecopy:  (202) 637-2201  If to the Company, to the
Company at the following address:  PanAmSat
Corporation
20 Westport Road Wilton, CT  06897 Attn:  James Cuminale, Esq.  with a copy
to:  Simpson
Thacher & Bartlett LLP 425 Lexington
Avenue New York, New
York  10017 Attn:  Gary Horowitz, Esq. Marni Lerner,
Esq.  If to you, to you at the address first set
forth above herein;  If to your Management Stockholders Estate or
Management Stockholders Trust, to the address provided to the Company by such
entity;  5


or at such other address as any of the above
shall have specified by notice in writing delivered to the others by certified
mail.  11.           The laws of the
State of Delaware shall govern the interpretation, validity and performance of
the terms of this Agreement.  In the
event of any controversy among the parties hereto arising out of, or relating
to, this Agreement which cannot be settled amicably by the parties, such
controversy shall be finally, exclusively and conclusively settled by mandatory
arbitration conducted expeditiously in accordance with the American Arbitration
Association rules, by a single independent arbitrator.  Such arbitration process shall take place
within 100 miles of the New York City metropolitan area.  The decision of the arbitrator shall be
final and binding upon all parties hereto and shall be rendered pursuant to a
written decision, which contains a detailed recital of the arbitrators
reasoning.  Judgment upon the award
rendered may be entered in any court having jurisdiction thereof.  Each party shall bear its own legal fees and
expenses, unless otherwise determined by the arbitrator.  Each party hereto hereby irrevocably waives
any right that it may have had to bring an action in any court, domestic or
foreign, or before any similar domestic or foreign authority with respect to
this Agreement.  12.           This Agreement may
be executed in counterparts, and by different parties on separate counterparts,
each of which shall be deemed an original, but all such counterparts shall
together constitute one and the same instrument.  13.           It is the
understanding of the undersigned that you are aware that a Proposed Sale may
never occur.  14.           The obligations of
the Investors under this Agreement are several and not joint and several.  No Investor shall be responsible for the
obligations of any other Investor hereunder or liable for breach of any provision
of this Agreement by any other Investor.   [Signatures on next page]  6


If the foregoing accurately sets forth our
agreement, please acknowledge your acceptance thereof in the space provided
below for that purpose.  Very truly
  yours,CONSTELLATION, LLCBy:Name:Title:CARLYLE
  PANAMSAT I, L.L.C.By:Name:Title:CARLYLE
  PANAMSAT II, L.L.C.By:Name:Title:PEP PAS, LLCBy:Name:Title:PEOP PAS,
  LLCBy:Name:Title:


Accepted and
  agreed this
              day ofAugust 2004.Name: