Exhibit 4.2  EXECUTION COPY  PanAmSat Corporation  9% Senior Notes due 2014  Exchange and Registration Rights Agreement  August 20, 2004  Credit Suisse First
Boston LLC Citigroup Global Markets
Inc. As representatives
of the several Purchasers named in Schedule
I to the Purchase Agreement c/o
Credit Suisse First Boston LLC 11
Madison Avenue New York, New York 10010  Ladies and Gentlemen:  PanAmSat Corporation, a Delawarecorporation
(the Company), proposes to issue and sell to the Purchasers (as defined herein)
upon the terms set forth in the Purchase Agreement (as defined herein) an
aggregate of $1,010,000,000 principal amount of its 9% Senior Notes due 2014,which
are guaranteed by the Guarantors identified in the Indenture (as defined
herein).  As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Companyand
the Guarantors agree with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:  1.             Certain
Definitions.  For purposes of
this Exchange and Registration Rights Agreement, the following terms shall have
the following respective meanings:  Base
Interestshall mean the interest
that would otherwise accrue on the Securities under the terms thereof and the
Indenture, without giving effect to the provisions of this Agreement.  The
term broker-dealer
shall mean any broker or dealer registered with the Commission under the
Exchange Act.  Closing
Dateshall mean the date on
which the Securities are initially issued.  Commissionshall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.  Effective
Time,in the case of
(i) an Exchange Registration, shall mean the time and date as of which the
Commission declares the Exchange Offer Registration Statement effective or as
of which the Exchange Offer Registration Statement otherwise becomes effective
and (ii) a Shelf Registration, shall mean the time and date as of which
the Commission declares the Shelf Registration Statement effective or as of
which the Shelf Registration Statement otherwise becomes effective.


Electing
Holder shall mean any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.  Exchange
Actshall mean the
Securities Exchange Act of 1934, or any successor thereto, as the same shall be
amended from time to time.  Exchange
Offershall have the meaning
assigned thereto in Section 2(a) hereof.  Exchange
Offer Registration Statementshall have the meaning assigned thereto in Section 2(a) hereof.  Exchange
Registrationshall have the meaning
assigned thereto in Section 3(c) hereof.  Exchange
Securitiesshall have the meaning
assigned thereto in Section 2(a) hereof.  Guarantorsshall have the meaning assigned thereto in the Indenture.  The
term holder
shall mean each of the Purchasers and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each
case for so long as such person owns any Registrable Securities.  Indentureshall mean the Indenture, dated as of August 20, 2004, among the Company, the
Guarantors and The Bank of New York, as Trustee, as the same shall be
amended from time to time.  Notice and
Questionnaire means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto.  The
term person
shall mean a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.  Purchase
Agreementshall mean,
collectively, the Purchase Agreement, dated as of July 30, 2004 among the Purchasers, certain of the Guarantors and the Company relating to the
Securities, and the counterparts to such agreement executed by certain of the
Guarantors.  Purchasersshall mean the Purchasers named in Schedule I to the Purchase Agreement.  Registrable
Securitiesshall mean the
Securities; provided,
however, that a Security shall cease to be a Registrable Security
when (i) in the circumstances contemplated by Section 2(a) hereof,
the Security has been exchanged for an Exchange Security in an Exchange Offer
as contemplated in Section 2(a) hereof (provided
that any Exchange Security that, pursuant to the last two sentences of Section
2(a), is included in a prospectus for use in connection with resales by
broker-dealers shall be deemed to be a Registrable Security with respect to
Sections 5, 6 and 9 until resale of such Registrable Security has been effected
within the 180-day period referred to in Section 2(a)) (ii) in the
circumstances contemplated by Section 2(b) hereof, a Shelf Registration
Statement registering such Security under the Securities Act has been declared
or becomes effective and such Security has been sold or otherwise transferred
by the holder thereof pursuant to and in a manner contemplated by such
effective Shelf Registration Statement; (iii) such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is


removed
by the Company or pursuant to the Indenture; (iv) such Security is eligible to
be sold pursuant to paragraph (k) of Rule 144; or (v) such Security
shall cease to be outstanding.  Registration
Defaultshall have the meaning
assigned thereto in Section 2(d) hereof.  Registration
Expensesshall have the meaning
assigned thereto in Section 4 hereof.  Resale
Periodshall have the meaning
assigned thereto in Section 2(a) hereof.  Restricted
Holdershall mean (i) a
holder that is an affiliate of the Company within the meaning of Rule 405,
(ii) a holder who acquires Exchange Securities outside the ordinary course
of such holders business, (iii) a holder who has arrangements or
understandings with any person to participate in the Exchange Offer for the
purpose of distributing Exchange Securities and (iv) a holder that is a
broker-dealer, but only with respect to Exchange Securities received by such
broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Company.  Rule
144, Rule 405 and Rule 415shall mean, in each case, such rule promulgated under the Securities Act (or
any successor provision), as the same shall be amended from time to time.  Securitiesshall mean, collectively, the 9% Senior
Notes due 2014 of the Company to be issued and sold to the Purchasers,
and securities issued in exchange therefor or in lieu thereof pursuant to the
Indenture.  Securities
Actshall mean the
Securities Act of 1933, or any successor thereto, as the same shall be amended
from time to time.  Shelf
Registrationshall have the meaning
assigned thereto in Section 2(b) hereof.  Shelf
Registration Statementshall have the meaning
assigned thereto in Section 2(b) hereof.  Special
Interestshall have the meaning
assigned thereto in Section 2(d) hereof.  Trust
Indenture Actshall mean the Trust
Indenture Act of 1939, or any successor thereto, and the rules, regulations and
forms promulgated thereunder, all as the same shall be amended from time to
time.  Unless the context otherwise requires, any
reference herein to a Section or clause refers to a Section or clause, as
the case may be, of this Exchange and Registration Rights Agreement, and the
words herein, hereof and hereunder and other words of similar import
refer to this Exchange and Registration Rights Agreement as a whole and not to
any particular Section or other subdivision.  2.   Registration Under the Securities Act.  (a)           Except as set forth in Section 2(b)
below, the Company and the Guarantors agree to file under the Securities Act,
no later than 90 days after the Closing Date, a registration statement relating
to an offer to exchange (such registration statement, the Exchange Offer
Registration Statement, and such offer, the Exchange Offer) any and all of
the Securities for a like aggregate principal amount of debt securities issued
by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially


identical
to the Securitiesand the related Guarantees, respectively(and are entitled to the
benefits of a trust indenture which is substantially identical to the Indenture
or is the Indenture and which has been qualified under the Trust Indenture
Act), except that they have been registered pursuant to an effective
registration statement under the Securities Act and do not contain provisions
for the Special Interest contemplated in Section 2(d) below (such new debt
securities hereinafter called Exchange Securities).  The Company and the Guarantors agree to use all commercially
reasonable efforts to cause the Exchange Offer Registration Statement to become
effective under the Securities Act no later than 180 days after the Closing
Date. The Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Company and the Guarantors further
agree to use all commercially reasonable efforts to consummate the Exchange
Offer no later than 30 business days after such registration statement has
become effective, hold the Exchange Offer open for at least 30 days, or longer,
if required by the federal securities laws, andexchange Exchange Securities
for all Registrable Securities that have been properly tendered and not
withdrawn on or prior to the expiration of the Exchange Offer. The Exchange
Offer will be deemed to have been completed only if the debt securitiesand related guarantees received by
holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are, upon receipt, transferable by each such holder without
restriction under the Securities Act and the Exchange Act and without material
restrictions under the blue sky or securities laws of a substantial majority of
the States of the United States of America. The Exchange Offer shall be deemed
to have been completed upon the earlier to occur of (i) the Company having
exchanged the Exchange Securities for all outstanding Registrable Securities
pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant
to the Exchange Offer, Exchange Securities for all Registrable Securities that
have been properly tendered and not withdrawn before the expiration of the
Exchange Offer, which shall be on a date that is at least 30 days following the
commencement of the Exchange Offer. The
Company agrees (x) to include in the Exchange Offer Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is
a broker-dealer and (y) to keep such Exchange Offer Registration
Statement effective for a period (the Resale Period) beginning when Exchange
Securities are first issued in the Exchange Offer and ending upon the earlier
of the expiration of the 180th day after the Exchange Offer has been completed
or such time as such broker-dealers no longer own any Registrable Securities.  With respect to such Exchange Offer
Registration Statement, such holders shall have the benefit of the rights of
indemnification and contribution set forth in Sections 6(a), (c), (d) and
(e) hereof.  (b)           If (i) the Company and the Guarantors
are not (A) required to file the Exchange Offer Registration Statement or (B)
permitted to consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or Commission policy; or (ii) any holder of
Registrable Securities notifies the Company prior to the 20th
business day following consummation of the Exchange Offer that (A) such holder
was prohibited by law or Commission policy from participating in the Exchange
Offer, (B) such holder may not resell the Exchange Securities acquired by it in
the Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such holder or (C) such holder is
a broker-dealer and holds Registrable Securities acquired directly from the
Company or an affiliate of the Company, then the Company and the Guarantors
shall, in lieu of (or, in the case of clause (ii), in addition to) conducting
the Exchange Offer contemplated by Section 2(a), use all commercially reasonable
efforts to file under the Securities Act no later than the later of 30 days
after the time such obligation to file arises (but no earlier than 90 days
after the Closing Date), a shelf registration statement providing for the
registration of, and the sale


on
a continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the Shelf Registration and such registration
statement, the Shelf Registration Statement). The Company and the Guarantors
agree to use all commercially reasonable efforts (x) to cause the Shelf
Registration Statement to be declared effective by the Commission on or prior
to 90 days after such filing obligation arises (but no earlier than 180 days
following the Closing Date) and to keep such Shelf Registration Statement
continuously effective for a period ending on the earlier of the second
anniversary of the Effective Time or such time as there are no longer any Registrable
Securities outstanding, provided, however, that no holder
shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder, and
(y) after the Effective Time of the Shelf Registration Statement, promptly upon
the request of any holder of Registrable Securities that is not then an
Electing Holder, to take any action reasonably necessary to enable such holder
to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify
such holder as a selling securityholder in the Shelf Registration Statement, provided,
however, that nothing in this Clause (y) shall (A) relieve any such
holder of the obligation to return a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(iii) hereof or (B)
require the Company or the Guarantors to file more than one post-effective
amendment to the Shelf Registration Statement in any 45-day period. The Company
and the Guarantors further agree to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company and the
Guarantors for such Shelf Registration Statement or by the Securities Act or
rules and regulations thereunder for shelf registration, and the Company agrees
to furnish to each Electing Holder copies of any such supplement or amendment
prior to its being used or promptly following its filing with the Commission.  (c)           Notwithstanding the foregoing, the
Company may issue a notice that the Shelf Registration Statement is no longer
effective or the prospectus included therein is no longer usable for offers and
sales of Registrable Securities covered by the Shelf Registration Statement for
a period not to exceed 60 days in the aggregate in any twelve-month period (a
suspension period) if (i) such action is required by applicable law; or (ii)
due to the existence of material non-public information, disclosure of such
material non-public information would be required to make the statements
contained in the applicable registration statement not misleading (including
for the avoidance of doubt, the pendency of an acquisition, disposition or
public or private offering by the Company), and the Company has a bona fide
business purpose for preserving as confidential such material non-public
information (other than avoidance of its obligations hereunder); provided
that (x) the Company promptly thereafter complies with the requirements of
Section 3(d) hereof and (y) the required period of effectiveness for the Shelf
Registration Period set forth in Section 2(b) hereof shall be extended by the
number of days during which such Shelf Registration Statement was not effective
or usable pursuant to the foregoing provisions.  (d)           In the event that (i) the Company and
the Guarantors have not filed the Exchange Offer Registration Statement or
Shelf Registration Statement on or before the date on which such registration
statement is required to be filed pursuant to Section 2(a) or 2(b),
respectively, or (ii) such Exchange Offer Registration Statement or Shelf
Registration Statement has not become effective or been declared effective by
the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not


been
consummated within 60 business days after the initial effective date of the
Exchange Offer Registration Statement relating to the Exchange Offer (if the
Exchange Offer is then required to be made) or (iv) any Exchange Offer
Registration Statement or Shelf Registration Statement required by Section 2(a)
or 2(b) hereof is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein) without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in clauses
(i) through (iv), a Registration Default and each period during which a
Registration Default has occurred and is continuing, a Registration Default
Period), then, as liquidated damages for such Registration Default, subject to
the provisions of Section 9(b), special interest (Special Interest), in
addition to the Base Interest, shall accrue in an amount equal to $.05 per week per $1,000 principal amount of Registrable Securities held by such holder for the first
90 days of the Registration Default Period. The amount of Special Interest
shall increase by an additional $.05 per week per $1,000 principal amount of Registrable Securities with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Special Interest for all Registration Defaults of $.20 per week per
$1,000 principal amount of Registrable Securities.  (e)           The Company shall take, and shall
cause the Guarantors to take, all
actions reasonably necessary or advisable to be taken by it to ensure that the
transactions contemplated herein are effected as so contemplated, including all
actions reasonably necessary or advisable to register the Guarantees under the
registration statement contemplated in Section 2(a) or 2(b) hereof, as
applicable.  (f)            Any reference herein to a
registration statement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such
time and any reference herein to any post-effective amendment to a registration
statement as of any time shall be deemed to include any document incorporated,
or deemed to be incorporated, therein by reference as of such time.  3.             Registration
Procedures.  If the Company and
the Guarantors file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:  (a)           At or before the Effective Time of
the Exchange Registration or the Shelf Registration, as the case may be, the
Company shall qualify the Indenture under the Trust Indenture Act of 1939.  (b)           In the event that such qualification
would require the appointment of a new trustee under the Indenture, the Company
shall appoint a new trustee thereunder pursuant to the applicable provisions of
the Indenture.  (c)           In connection with the Companys and
the Guarantors obligations with respect to the registration of Exchange
Securities as contemplated by Section 2(a) (the Exchange Registration), if
applicable, the Company and the Guarantors shall, as soon as practicable (or as
otherwise specified):  (i)            prepare and file with the Commission
no later than 90 days after the Closing Date, an Exchange Offer Registration
Statement on any form which may be utilized by the Company and which shall
permit the Exchange Offer and resales of


Exchange
Securities by broker-dealers during the Resale Period to be effected as
contemplated by Section 2(a), and use all commercially reasonable efforts to
have the Exchange Offer Registration Statement declared effective no later than
180 days after the Closing Date;  (ii)           prepare and file with the Commission
such amendments and supplements to such Exchange Offer Registration Statement
and the prospectus included therein as may be necessary to effect and maintain
the effectiveness of such Exchange Offer Registration Statement for the periods
and purposes contemplated in Section 2(a) hereof and as may be required by
the applicable rules and regulations of the Commission and the instructions
applicable to the form of such Exchange Offer Registration Statement, and
promptly provide each broker-dealer holding Exchange Securities with such
number of copies of the prospectus included therein (as then amended or
supplemented), in conformity in all material respects with the requirements of
the Securities Act and the Trust Indenture Act and the rules and regulations of
the Commission thereunder, as such broker-dealer reasonably may request prior
to the expiration of the Resale Period, for use in connection with resales of
Exchange Securities;  (iii)          promptly notify each broker-dealer
that has requested or received copies of the prospectus included in such
registration statement, and confirm such advice in writing, (A) when such
Exchange Offer Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been
filed, and, with respect to such Exchange Offer Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any
comments by the Commission and by the blue sky or securities commissioner or
regulator of any state with respect thereto on,  or any request by the Commission for amendments or supplements to
or additional information relating to, such Exchange Offer Registration
Statement or prospectus, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Exchange Offer Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(D) if at any time the representations and warranties of the Company
contemplated by Section 5 cease to be true and correct in all material
respects, (E) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Exchange Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (F) at any time during the Resale Period when a prospectus is
required to be delivered under the Securities Act, that such Exchange Offer
Registration Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder or contains an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;  (iv)          in the event that the Company and the
Guarantors would be required, pursuant to Section 3(c)(iii)(F) above, to notify
any broker-dealers holding Exchange Securities, without delay prepare and
furnish to each such holder a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of such Exchange
Securities during the Resale Period, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the


Commission
thereunder and shall not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;  (v)           use all commercially reasonable
efforts to obtain the withdrawal of any order suspending the effectiveness of
such Exchange Offer Registration Statement or any post-effective
amendment thereto at the earliest practicable date;  (vi)          use all commercially reasonable
efforts to (A) register or qualify the Exchange Securities under the securities
laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a)
no later than the commencement of the Exchange Offer, (B) keep such
registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers, sales and dealings therein in such
jurisdictions until the expiration of the Resale Period and (C) take any and
all other actions as may be reasonably necessary or advisable to enable each
broker-dealer holding Exchange Securities to consummate the disposition thereof
in such jurisdictions; provided, however, that neither the
Company nor any of the Guarantors shall be required for any such purpose to (1)
qualify as a foreign corporation in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this Section
3(c)(vi), (2) consent to general service of process in any such jurisdiction or
(3) make any changes to its certificate of incorporation or by-laws or
any agreement between it and its stockholders;  (vii)         use all commercially reasonable efforts
to obtain the consent or approval of each governmental agency or authority, whether
federal, state or local, which may be required to effect the Exchange
Registration, the Exchange Offer and the offering and sale of Exchange
Securities by broker-dealers during the Resale Period;  (viii)        provide a CUSIP number for all Exchange
Securities, not later than the applicable Effective Time; and  (ix)           comply with all applicable rules and
regulations of the Commission, and make generally available to its
securityholders as soon as practicable but no later than eighteen months after
the effective date of such Exchange Offer Registration Statement, an earning
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act (including, at the option of the Company, Rule 158
thereunder).  (d)           In connection with the Companys and
the Guarantors obligations with respect to the Shelf Registration, if
applicable, the Company and the Guarantors shall:  (i)            use all commercially reasonable
efforts to prepare and file with the Commission, within the time periods
specified in Section 2(b), a Shelf Registration Statement on any form which may
be utilized by the Company and which shall register all of the Registrable
Securities for resale by the holders thereof in accordance with such method or
methods of disposition as may be specified by such of the holders as, from time
to time, may be Electing Holders and to cause such Shelf Registration Statement
to become effective within the time periods specified in Section 2(b);  (ii)           not
less than 30 calendar days prior to the Effective Time of the Shelf
Registration Statement, mail the Notice and Questionnaire to the holders of


Registrable Securities; no holder shall be entitled
to be named as a selling securityholder in the Shelf Registration Statement as
of the Effective Time, and no holder shall be entitled to use the prospectus
forming a part thereof for resales of Registrable Securities at any time,
unless such holder has returned a completed and signed Notice and Questionnaire
to the Company by the deadline for response set forth therein; provided,
however, holders of Registrable Securities shall have at least 28
calendar days from the date on which the Notice and Questionnaire is first
mailed to such holders to return a completed and signed Notice and
Questionnaire to the Company;  (iii)          after the Effective Time of the Shelf
Registration Statement, upon the request of any holder of Registrable
Securities that is not then an Electing Holder, promptly send a Notice and
Questionnaire to such holder; provided that the Company shall not be
required (A) to take any action to name such holder as a selling securityholder
in the Shelf Registration Statement or to enable such holder to use the
prospectus forming a part thereof for resales of Registrable Securities until
such holder has returned a completed and signed Notice and Questionnaire to the
Company and (B) nothing in this clause (iii) shall require the Company or the
Guarantors to file more than one post-effective amendment to the Shelf
Registration Statement in any 45-day period;  (iv)          as soon as practicable prepare and
file with the Commission such amendments and supplements to such Shelf
Registration Statement and the prospectus included therein as may be necessary
to effect and maintain the effectiveness of such Shelf Registration Statement
for the period specified in Section 2(b) hereof and as may be required by
the applicable rules and regulations of the Commission and the instructions
applicable to the form of such Shelf Registration Statement, and furnish to the
Electing Holders copies of any such supplement or amendment simultaneously with
or prior to its being used or filed with the Commission;  (v)           comply with the provisions of the
Securities Act with respect to the disposition of all of the Registrable
Securities covered by such Shelf Registration Statement in accordance with the
intended methods of disposition by the Electing Holders provided for in such
Shelf Registration Statement;  (vi)          provide (A) the Electing Holders,
(B) the underwriters (which term, for purposes of this Exchange and
Registration Rights Agreement, shall include a person deemed to be an
underwriter within the meaning of Section 2(a)(11) of the Securities Act), if
any, thereof, (C) any sales or placement agent therefor, (D) counsel for
any such underwriter or agent and (E) not more than one counsel for all the
Electing Holders the opportunity to review and comment on such Shelf
Registration Statement, each prospectus included therein or filed with the
Commission and each amendment or supplement thereto prior to the filing thereof
with the Commission;  (vii)         for a reasonable period prior to the
filing of such Shelf Registration Statement, and throughout the period
specified in Section 2(b), make available at reasonable times at the Companys
principal place of business or such other reasonable place for inspection by
the persons referred to in Section 3(d)(vi) who shall certify to the Company
that they have a current intention to sell the Registrable Securities pursuant
to the Shelf Registration such financial and other information and books and
records of the Company, and cause the officers, employees, counsel and
independent certified public accountants of the Company to respond to such


inquiries,
as shall be reasonably necessary, in the judgment of the respective counsel
referred to in such Section, to conduct a reasonable investigation within the
meaning of Section 11 of the Securities Act; provided, however, that each
such party shall be required to maintain in confidence and not to disclose to
any other person any information or records reasonably designated by the
Company as being confidential, until such time as (A) such information becomes
a matter of public record (whether by virtue of its inclusion in such
registration statement or otherwise), or (B) such person shall be required so
to disclose such information pursuant to a subpoena or order of any court or
other governmental agency or body having jurisdiction over the matter (subject
to the requirements of such order, and only after such person shall have given
the Company prompt prior written notice of such requirement), or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case
may be, complies with applicable requirements of the federal securities laws
and the rules and regulations of the Commission and does not contain an untrue
statement of a material fact or omit to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;  (viii)        promptly notify each of the Electing
Holders, any sales or placement agent therefor and any underwriter thereof
(which notification may be made through any managing underwriter that is a
representative of such underwriter for such purpose) and confirm such advice in
writing, (A) when such Shelf Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective
amendment has been filed, and, with respect to such Shelf Registration
Statement or any post-effective amendment, when the same has become
effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any state with respect thereto, or any
request by the Commission for amendments or supplements to or additional
information relating to, such Shelf Registration Statement or prospectus, (C)
of the issuance by the Commission of any stop order suspending the
effectiveness of such Shelf Registration Statement or the initiation or
threatening of any proceedings for that purpose, (D) if at any time the
representations and warranties of the Company contemplated by Section
3(d)(xvii) or Section 5 cease to be true and correct in all material respects,
(E) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (F) if at any time when a prospectus is required to be delivered
under the Securities Act, that such Shelf Registration Statement, prospectus,
prospectus amendment or supplement or post-effective amendment does not
conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder or contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made,  not misleading;  (ix)           use all commercially reasonable
efforts to obtain the withdrawal of any order suspending the effectiveness of
such registration statement or any post-effective amendment thereto at
the earliest practicable date;


(x)            if requested by any managing
underwriter or underwriters, any placement or sales agent or any Electing
Holder, promptly incorporate in a prospectus supplement or post-effective
amendment such information as is required by the applicable rules and regulations
of the Commission and as such managing underwriter or underwriters, such agent
or such Electing Holder specifies should be included therein relating to the
terms of the sale of such Registrable Securities, including information with
respect to the principal amount of Registrable Securities being sold by such
Electing Holder or agent or to any underwriters, the name and description of
such Electing Holder, agent or underwriter, the offering price of such
Registrable Securities and any discount, commission or other compensation
payable in respect thereof, the purchase price being paid therefor by such
underwriters and with respect to any other terms of the offering of the
Registrable Securities to be sold by such Electing Holder or agent or to such underwriters;
and make all required filings of such prospectus supplement or post-effective
amendment promptly after notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment;  (xi)           furnish upon request to each Electing
Holder, each placement or sales agent, if any, therefor, each underwriter, if
any, thereof and the respective counsel referred to in Section 3(d)(vi) such
number of conformed copies of such Shelf Registration Statement, each such
amendment and supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein) and of the prospectus included
in such Shelf Registration Statement (including each preliminary prospectus and
any summary prospectus), in conformity in all material respects with the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder, and such other
documents, as such Electing Holder, agent, if any, and underwriter, if any, may
reasonably request in order to facilitate the offering and disposition of the
Registrable Securities owned by such Electing Holder, offered or sold by such
agent or underwritten by such underwriter and to permit such Electing Holder,
agent and underwriter to satisfy the prospectus delivery requirements of the
Securities Act; and the Company hereby consents to the use of such prospectus
(including such preliminary and summary prospectus) and any amendment or
supplement thereto by each such Electing Holder and by any such agent and
underwriter, in each case in the form most recently provided to such person by
the Company, in connection with the offering and sale of the Registrable
Securities covered by the prospectus (including such preliminary and summary
prospectus) or any supplement or amendment thereto;  (xii)          use all commercially reasonable
efforts to (A) register or qualify the Registrable Securities to be included in
such Shelf Registration Statement under such securities laws or blue sky laws of
such jurisdictions as any Electing Holder and each placement or sales agent, if
any, therefor and underwriter, if any, thereof shall reasonably request, (B)
keep such registrations or qualifications in effect and comply with such laws
so as to permit the continuance of offers, sales and dealings therein in such
jurisdictions during the period the Shelf Registration is required to remain
effective under Section 2(b) above and (C) take any and all other actions as
may be reasonably necessary or advisable to enable each such Electing Holder,
agent, if any, and underwriter, if any, to consummate the disposition in such
jurisdictions of such Registrable Securities; provided, however, that
neither the Company nor any of the Guarantors shall be required for any such
purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it
would not otherwise be required to qualify


but
for the requirements of this Section 3(d)(xii), (2) consent to general service
of process in any such jurisdiction or (3) make any changes to its certificate
of incorporation or by-laws or any agreement between it and its
stockholders;  (xiii)         use all commercially reasonable efforts
to obtain the consent or approval of each governmental agency or authority,
whether federal, state or local, which may be required to effect the Shelf
Registration or the offering or sale in connection therewith or to enable the
selling holder or holders to offer, or to consummate the disposition of, their
Registrable Securities;  (xiv)        unless any Registrable Securities shall
be in book-entry only form, cooperate with the Electing Holders and the
managing underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold, which
certificates, if so required by any securities exchange upon which any
Registrable Securities are listed, shall be penned, lithographed or engraved,
or produced by any combination of such methods, on steel engraved borders, and
which certificates shall not bear any restrictive legends; and, in the case of
an underwritten offering, enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriters may
request at least two business days prior to any sale of the Registrable
Securities;  (xv)         provide a CUSIP number for all
Registrable Securities, not later than the applicable Effective Time;  (xvi)        enter into one or more underwriting
agreements, engagement letters, agency agreements, best efforts underwriting agreements
or similar agreements, as appropriate, including customary provisions relating
to indemnification and contribution, and take such other actions in connection
therewith as any Electing Holders aggregating at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding shall request in order to expedite or
facilitate the disposition of such Registrable Securities;  (xvii)       whether or not an agreement of the type
referred to in Section 3(d)(xvi) hereof is entered into and whether or not any
portion of the offering contemplated by the Shelf Registration is an
underwritten offering or is made through a placement or sales agent or any
other entity, (A) make such representations and warranties to the Electing Holders
and the placement or sales agent, if any, therefor and the underwriters, if
any, thereof in form, substance and scope as are customarily made in connection
with an offering of debt securities pursuant to any appropriate agreement
applicable to the Shelf Registration; (B) obtain an opinion of counsel to the
Company in customary form and covering such matters, of the type customarily
covered by such an opinion, as the managing underwriters, if any, or as any
Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities at the time
outstanding may reasonably request, addressed to such Electing Holder or
Electing Holders and the placement or sales agent, if any, therefor and the
underwriters, if any, thereof and dated the effective date of such Shelf
Registration Statement (and if such Shelf Registration Statement contemplates
an underwritten offering of a part or all of the Registrable Securities, dated
the date of the closing under the underwriting agreement relating thereto) (it
being agreed that the matters to be covered by such opinion shall include the
due incorporation and good standing of the Company and its subsidiaries; the
qualification of the Company and its subsidiaries to transact business as
foreign corporations; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 3(d)(xvi)


hereof;
the due authorization, execution, authentication and issuance, and the validity
and enforceability, of the Securities; the absence of material legal or
governmental proceedings involving the Company; the absence of a breach by the
Company or any of its subsidiaries of, or a default under, material agreements
binding upon the Company or any subsidiary of the Company; the absence of
governmental approvals required to be obtained in connection with the Shelf
Registration, the offering and sale of the Registrable Securities, this
Exchange and Registration Rights Agreement or any agreement of the type
referred to in Section 3(d)(xvi) hereof, except such approvals as may be
required under state securities or blue sky laws; the material compliance as to
form of such Shelf Registration Statement and any documents incorporated by
reference therein and of the Indenture with the requirements of the Securities
Act and the Trust Indenture Act and the rules and regulations of the Commission
thereunder, respectively; and, as of the date of the opinion and of the Shelf
Registration Statement or most recent post-effective amendment thereto,
as the case may be, the absence from such Shelf Registration Statement and the
prospectus included therein, as then amended or supplemented, and from the
documents incorporated by reference therein (in each case other than the
financial statements and other financial information contained therein) of an
untrue statement of a material fact or the omission to state therein a material
fact necessary to make the statements therein not misleading (in the case of
such documents, in the light of the circumstances under which they were made));
(C) obtain a cold comfort letter or letters from the independent certified
public accountants of the Company addressed to the selling Electing Holders,
the placement or sales agent, if any, therefor or the underwriters, if any, thereof,
dated (i) the effective date of such Shelf Registration Statement and (ii) the
effective date of any prospectus supplement to the prospectus included in such
Shelf Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such statements
included in such prospectus (and, if such Shelf Registration Statement
contemplates an underwritten offering pursuant to any prospectus supplement to
the prospectus included in such Shelf Registration Statement or post-effective
amendment to such Shelf Registration Statement which includes unaudited or
audited financial statements as of a date or for a period subsequent to that of
the latest such statements included in such prospectus, dated the date of the
closing under the underwriting agreement relating thereto), such letter or
letters to be in customary form and covering such matters of the type
customarily covered by letters of such type; (D) deliver such documents and
certificates, including officers certificates, as may be reasonably requested
by any Electing Holders of at least a
majority in aggregate principal amount of the Registrable Securities at
the time outstanding or the placement or sales agent, if any, therefor and the
managing underwriters, if any, thereof to evidence the accuracy of the
representations and warranties made pursuant to clause (A) above or those
contained in Section 5(a) hereof and the compliance with or satisfaction of any
agreements or conditions contained in the underwriting agreement or other
agreement entered into by the Company or the Guarantors; and (E) undertake such
obligations relating to expense reimbursement, indemnification and contribution
as are provided in Section 6 hereof;  (xviii)      notify in writing each holder of
Registrable Securities of any proposal by the Company to amend or waive any
provision of this Exchange and Registration Rights Agreement pursuant to
Section 9(h) hereof and of any amendment or waiver effected


pursuant
thereto, each of which notices shall contain the text of the amendment or
waiver proposed or effected, as the case may be;  (xix)         in the event that any broker-dealer
registered under the Exchange Act shall underwrite any Registrable Securities
or participate as a member of an underwriting syndicate or selling group or
assist in the distribution (within the meaning of the Conduct Rules (the
Conduct Rules) of the National Association of Securities Dealers, Inc.
(NASD) or any successor thereto, as amended from time to time) thereof,
whether as a holder of such Registrable Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, assist such broker-dealer in complying with the requirements
of such Conduct Rules, including by (A) if such Conduct Rules shall so require,
engaging a qualified independent underwriter (as defined in such Conduct
Rules) to participate in the preparation of the Shelf Registration Statement
relating to such Registrable Securities, to exercise usual standards of due
diligence in respect thereto and, if any portion of the offering contemplated
by such Shelf Registration Statement is an underwritten offering or is made through
a placement or sales agent, to recommend the yield of such Registrable
Securities, (B) indemnifying any such qualified independent underwriter to the
extent of the indemnification of underwriters provided in Section 6 hereof (or
to such other customary extent as may be requested by such underwriter), and
(C) providing such information to such broker-dealer as may be required
in order for such broker-dealer to comply with the requirements of the
Conduct Rules; and  (xx)          comply with all applicable rules and
regulations of the Commission, and make generally available to its
securityholders as soon as practicable but in any event not later than eighteen
months after the effective date of such Shelf Registration Statement, an
earning statement of the Company and its subsidiaries complying with Section
11(a) of the Securities Act (including, at the option of the Company, Rule 158
thereunder).  (e)           In the event that the Company would
be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders,
the placement or sales agent, if any, therefor and the managing underwriters,
if any, thereof, the Company shall without delay prepare and furnish to each of
the Electing Holders, to each placement or sales agent, if any, and to each
such underwriter, if any, a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of
Registrable Securities, such prospectus shall conform in all material respects
to the applicable requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder and shall not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. Each
Electing Holder agrees that upon receipt of any notice from the Company
pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith
discontinue the disposition of Registrable Securities pursuant to the Shelf
Registration Statement applicable to such Registrable Securities until such
Electing Holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Company, such Electing Holder shall
deliver to the Company (at the Companys expense) all copies, other than
permanent file copies, then in such Electing Holders possession of the
prospectus covering such Registrable Securities at the time of receipt of such
notice.


(f)            In the event of a Shelf
Registration, in addition to the information required to be provided by each
Electing Holder in its Notice Questionnaire, the Company may require such
Electing Holder to furnish to the Company such additional information regarding
such Electing Holder and such Electing Holders intended method of distribution
of Registrable Securities as may be required in order to comply with the
Securities Act. Each such Electing Holder agrees to notify the Company as
promptly as practicable of any inaccuracy or change in information previously
furnished by such Electing Holder to the Company or of the occurrence of any
event in either case as a result of which any prospectus relating to such Shelf
Registration contains or would contain an untrue statement of a material fact
regarding such Electing Holder or such Electing Holders intended method of
disposition of such Registrable Securities or omits or would omit to state any
material fact regarding such Electing Holder or such Electing Holders intended
method of disposition of such Registrable Securities required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and promptly to
furnish to the Company any additional information required to correct and
update any previously furnished information or required so that such prospectus
shall not contain, with respect to such Electing Holder or the disposition of
such Registrable Securities, an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  (g)           Until the expiration of two years
after the Closing Date, the Company will not, and will not permit any of its
affiliates (as defined in Rule 144) to, resell any of the Securities
that have been reacquired by any of them except pursuant to an effective
registration statement under the Securities Act.  4.             Registration
Expenses.  The Company agrees
to bear and to pay or cause to be paid promptly all expenses incident to the
Companys performance of or compliance with this Exchange and Registration
Rights Agreement, including (a) all Commission and any NASD registration,
filing and review fees and expenses including reasonable fees and disbursements
of counsel for the placement or sales agent or underwriters in connection with
such registration, filing and review, (b) all fees and expenses in connection
with the qualification of the Securities for offering and sale under the State
securities and blue sky laws referred to in Section 3(d)(xii) hereof and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared
for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or reproducing any underwriting agreements, agreements
among underwriters, selling agreements and blue sky or legal investment
memoranda and all other documents in connection with the offering, sale or
delivery of Securities to be disposed of (including certificates representing
the Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries
and expenses of the Companys officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any


opinions or cold
comfort letters required by or incident to such performance and compliance),
(h) fees, disbursements and expenses of any qualified independent underwriter
engaged pursuant to Section 3(d)(xix) hereof, (i) reasonable fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Registrable Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the Registration Expenses). To the extent that
any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.  5.             Representations and Warranties.  Each of the
Company and the Guarantors, jointly and severally, represents and warrants to,
and agree with, each Purchaser and each of the holders from time to time of
Registrable Securities that:  (a)           Each registration statement covering
Registrable Securities and each prospectus (including any preliminary or
summary prospectus) contained therein or furnished pursuant to Section 3(d) or
Section 3(c) hereof and any further amendments or supplements to any such
registration statement or prospectus, when it becomes effective or is filed
with the Commission, as the case may be, and, in the case of an underwritten
offering of Registrable Securities, at the time of the closing under the
underwriting agreement relating thereto, will conform in all material respects
to the requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than (A) from
(i) such time as a condition or event of the type described in Section
3(d)(viii)(F) or Section 3(c)(iii)(F) hereof is discovered by the Company
and notice thereof is given to holders of Registrable Securities as
contemplated by Section 3(d)(viii) and 3(c)(iii) until (ii) such time as the
Company furnishes an amended or supplemented prospectus pursuant to Section
3(e) or Section 3(c)(iv) hereof and (B) during the pendancy of any suspension
period described in Section 2(c) hereof, each such registration statement, and
each prospectus (including any summary prospectus) contained therein or
furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
supplemented, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use therein.


(b)           Any documents incorporated by
reference in any prospectus referred to in Section 5(a) hereof, when they
become or became effective or are or were filed with the Commission, as the
case may be, will conform or conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and none
of such documents will contain or contained an untrue statement of a material
fact or will omit or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.  (c)           The compliance by the Company and the
Guarantors with all of the provisions of this Exchange and Registration Rights
Agreement and the consummation of the transactions herein contemplated will
not, except as could not reasonably be expected to have a Material Adverse
Effect (as defined in the Purchase Agreement) 
conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company, the Guarantors
or any of their respective subsidiaries is a party or by which the Company, the
Guarantors or any of their respective subsidiaries is bound or to which any of
the property or assets of the Company, the Guarantors or any of their
respective subsidiaries is subject, nor will such action result in any
violation of the provisions of the certificate of incorporation, certificate of
formation or certificate of limited partnership, as amended, or the by-laws
or organization documents, as applicable, of the Companyor any Guarantor or except
as could not reasonably be expected to have a Material Adverse Effect (as
defined in the Purchase Agreement) any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over the
Company, the Guarantors or any of their respective subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the consummation by the Company and the Guarantors of the
transactions contemplated by this Exchange and Registration Rights Agreement,
except the registration under the Securities Act of the Securities,
qualification of the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be required
under State securities or blue sky laws in connection with the offering and
distribution of the Securities.  (d)           This Exchange and Registration Rights
Agreement has been duly authorized, executed and delivered by the Company and
the Guarantors.  6.             Indemnification.  (a)           Indemnification by the Company and the Guarantors.
The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of
Registrable Securities included in an Exchange Offer Registration Statement, each
of the Electing Holders of Registrable Securities included in a Shelf
Registration Statement and each person who participates as a placement or sales
agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or
several, to which such holder, agent or underwriter may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Exchange Offer Registration Statement or Shelf Registration Statement, as
the case may be, under which such Registrable Securities were registered under
the Securities Act, or any preliminary, final or summary


prospectus
contained therein or furnished by the Company to any such holder, Electing
Holder, agent or underwriter, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse such holder, such Electing Holder,
such agent and such underwriter for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that neither the Company nor any of the Guarantors
shall be liable to any such person in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, or preliminary, final or summary prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with
written information furnished to the Company by such person expressly for use
therein and provided, further,
that the Company and the Guarantors shall not be liable to any holder, Electing
Holder, agent or underwriter under this subsection (a) with respect to any
Preliminary Offering Circular (as defined in the Purchase Agreement) to the
extent that such loss, claim, damage or liability of such holder, Electing
Holder, agent or underwriter results from the fact that such holder, Electing
Holder, agent or underwriter sold Securities to a person to whom it shall be
established that there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Offering Circular (as defined in the
Purchase Agreement) as then amended or supplemented if the Company has
previously furnished copies thereof in sufficient quantity to such Purchaser
and sufficiently in advance of the Closing Date to allow for distribution by the
Closing Date and the loss, claim, damage or liability of such holder, Electing
Holder, agent or underwriter results from an untrue statement or omission of a
material fact contained in or omitted from the Preliminary Offering Circular
which was corrected in the Offering Circular or in the Offering Circular as
then amended or supplemented and such correction would have cured the defect
giving rise to such loss, claim, damage or liability.  (b)           Indemnification by the Holders and any Agents and
Underwriters. The Company may require, as a condition to including
any Registrable Securities in any registration statement filed pursuant to
Section 2(b) hereof and to entering into any underwriting agreement with
respect thereto, that the Company shall have received an undertaking reasonably
satisfactory to it from the Electing Holder of such Registrable Securities and
from each underwriter named in any such underwriting agreement, severally and
not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other holders of Registrable
Securities, against any losses, claims, damages or liabilities to which the
Company, the Guarantors or such
other holders of Registrable Securities may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, or any preliminary, final or summary prospectus
contained therein or furnished by the Company to any such Electing Holder,
agent or underwriter, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Company by such Electing Holder or underwriter expressly for use
therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that no such Electing Holder shall be required to undertake
liability to


any
person under this Section 6(b) for any amounts in excess of the dollar amount
of the proceeds to be received by such Electing Holder from the sale of such
Electing Holders Registrable Securities pursuant to such registration.  (c)           Notices of Claims, Etc. Promptly after
receipt by an indemnified party under subsection (a) or (b) above of written
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party pursuant
to the indemnification provisions of or contemplated by this Section 6, notify
such indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof.
In case any such action shall be brought against any indemnified party and it
shall notify an indemnifying party of the commencement thereof, such
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party
shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.  (d)           Contribution. If for any reason the
indemnification provisions contemplated by Section 6(a) or Section 6(b) are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders or any agents or underwriters or all of them
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees
or


expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6(d), no holder shall be required to contribute any amount in excess of
the amount by which the dollar amount of the proceeds received by such holder
from the sale of any Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) exceeds the amount of any damages
which such holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission, and no underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The holders and any
underwriters obligations in this Section 6(d) to contribute shall be several
in proportion to the principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.  (e)           The obligations of the Company and
the Guarantors under this Section 6 shall be in addition to any liability which
the Company or the Guarantors may otherwise have and shall extend, upon the
same terms and conditions, to each officer, director and partner of each
holder, agent and underwriter and each person, if any, who controls any holder,
agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company or the Guarantors (including any person who, with his consent,
is named in any registration statement as about to become a director of the
Company or the Guarantor) and to each person, if any, who controls the
Company within the meaning of the Securities Act.  7.             Underwritten
Offerings.  (a)           Selection of Underwriters. If any of the
Registrable Securities covered by the Shelf Registration are to be sold pursuant
to an underwritten offering, the managing underwriter or underwriters thereof
shall be designated by Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities to be included in such
offering, provided that such designated managing underwriter or underwriters is
or are reasonably acceptable to the Company.  (b)           Participation by Holders. Each holder of
Registrable Securities hereby agrees with each other such holder that no such
holder may participate in any underwritten offering hereunder unless such
holder (i) agrees to sell such holders Registrable Securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.  8.             Rule 144.  The Company
covenants to the holders of Registrable Securities that to the extent it shall
be required to do so under the Exchange Act, the Company shall timely file the
reports required to be filed by it under the Exchange Act or the Securities Act
(including the reports under Section 13 and 15(d) of the Exchange Act referred
to in subparagraph (c)(1) of Rule 144


adopted by the Commission
under the Securities Act) and the rules and regulations adopted by the
Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holders sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.  9.             Miscellaneous.  (a)           No Inconsistent Agreements. The Company represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.  (b)           Specific Performance.  The parties hereto acknowledge that there would
be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure,
and accordingly agree that the Purchasers and such holders, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement in accordance with the terms
and conditions of this Exchange and Registration Rights Agreement, in any court
of the United States or any State thereof having jurisdiction.  (c)           Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at PanAmSat Corp. 20 Westport Road, Wilton, CT 
06897 Attention:  General
Counsel, and if to a holder, to the address of such holder set forth in the
security register or other records of the Company, or to such other address as
the Company or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt.  (d)           Parties in Interest.  All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall inure
to the benefit of and shall be enforceable by the parties hereto and the
holders from time to time of the Registrable Securities and the respective
successors and assigns of the parties hereto and such holders. In the event
that any transferee of any holder of Registrable Securities shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all purposes
and such Registrable Securities shall be held subject to all of the terms of
this Exchange and Registration Rights Agreement, and by taking and holding such
Registrable Securities such transferee shall be entitled to receive the
benefits of, and be conclusively deemed to have agreed to be bound by all of
the applicable terms and provisions of this Exchange and Registration Rights
Agreement. If the Company shall so request, any such successor, assign or
transferee shall agree in writing to acquire and hold the Registrable
Securities subject to all of the applicable terms hereof.


(e)           Survival. 
The respective indemnities, agreements, representations, warranties and
each other provision set forth in this Exchange and Registration Rights
Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made
by or on behalf of any holder of Registrable Securities, any director, officer
or partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.  (f)            Governing Law.  This
Exchange and Registration Rights Agreement shall be governed by and construed
in accordance with the laws of the State of New York.  (g)           Headings. 
The descriptive headings of the several Sections and paragraphs of this
Exchange and Registration Rights Agreement are inserted for convenience only,
do not constitute a part of this Exchange and Registration Rights Agreement and
shall not affect in any way the meaning or interpretation of this Exchange and
Registration Rights Agreement.  (h)           Entire Agreement; Amendments.  This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture
and the form of Securities) or delivered pursuant hereto which form a part
hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement may be amended
and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a written instrument duly
executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding. Each holder of any Registrable Securities
at the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(h), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.  (i)            Inspection.  For so long as this Exchange and Registration Rights Agreement
shall be in effect, this Exchange and Registration Rights Agreement and a
complete list of the names and addresses of all the registered holders of
Registrable Securities shall be made available for inspection and copying on
any business day by any holder of Registrable Securities for proper purposes
only (which shall include any purpose related to the rights of the holders of
Registrable Securities under the Securities, the Indenture and this Agreement)
at the offices of the Company at the address thereof set forth in Section 9(c)
above and at the office of the Trustee under the Indenture.  (j)            Counterparts.  This agreement may be executed by the parties in counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.


If the foregoing is in
accordance with your understanding, please sign and return to us seven counterparts hereof, and upon
the acceptance hereof by you, on behalf of each of the Purchasers, this letter
and such acceptance hereof shall constitute a binding agreement between each of
the Purchasers and the Company.  It is understood that your acceptance of
this letter on behalf of each of the Purchasers is pursuant to the authority
set forth in a form of Agreement among Purchasers, the form of which shall be
submitted to the Company for examination upon request, but without warranty on
your part as to the authority of the signers thereof.


Very truly
  yours,PanAmSat
  Corporation,By:
  /s/ James W.
  CuminaleName:
  James W.
  CuminaleTitle:
  Executive Vice
  President & General Counsel


PanAmSat Communications
  Carrier Services, Inc.PanAmSat Communications
  Japan, Inc.PanAmSat Communications
  Services, Inc.Southern Satellite Corp.AccessPas, Inc.PanAmSat International
  Holdings, LLCG2 Satellite Solutions
  CorporationService and Equipment
  CorporationSouthern Satellite
  Licensee CorporationPanAmSat India Marketing,
  LLCPanAmSat Asia Carrier
  Services, Inc.PanAmSat Capital
  CorporationPanAmSat Carrier Services,
  Inc.PanAmSat India, Inc.PAS International
  Employment, Inc.PanAmSat International
  Sales, Inc.PAS International, LLCPanAmSat International
  Systems Marketing, LLCPanAmSat Licensee Corp.USHI, LLCPanAmSat International
  Systems, LLCPanAmSat Satellite PAS 1R,
  Inc.PanAmSat Satellite PAS 6B,
  Inc.PanAmSat Satellite PAS 7,
  Inc.PanAmSat Satellite PAS 8,
  Inc.PanAmSat Satellite PAS 9,
  Inc.PanAmSat Satellite PAS 10,
  Inc.PanAmSat Satellite Galaxy
  3C, Inc.PanAmSat Satellite Galaxy
  4R, Inc.PanAmSat Satellite Galaxy
  10R, Inc.PanAmSat Satellite Galaxy
  11, Inc.PanAmSat Satellite Galaxy
  12, Inc.PanAmSat Satellite Galaxy
  13, Inc.By:
  /s/ James W.
  CuminaleName:
  James W.
  CuminaleTitle:
  Executive Vice
  President & General Counsel


Accepted
as of the date hereof:  Credit
Suisse First Boston LLC Citigroup
Global Markets Inc. Bear,
Stearns & Co. Inc. Lehman
Brothers Inc. BNP
Paribas Securities Corp. Calyon
Securities (USA) Inc. Greenwich
Capital Markets, Inc. ING
Financial Markets LLC Scotia
Capital (USA) Inc. ABN
AMRO Incorporated BNY
Capital Markets, Inc. SG
Americas Securities, LLC   Credit
  Suisse First Boston LLCBy:
  /s/Clarke AdamsName:
  Clarke AdamsTitle:
  DirectorCitigroup
  Global Markets Inc.By:
  /s/
  Edward T. CrookName:
  Edward
  T. CrookTitle:
  Managing DirectorActing on behalf of themselves
  and as representatives of the
  several Purchasers


Exhibit A  PanAmSat Corporation  INSTRUCTION TO DTC
PARTICIPANTS  (Date of Mailing)  URGENT - IMMEDIATE ATTENTION REQUESTED  DEADLINE FOR RESPONSE: 
[DATE]*  The Depository Trust
Company (DTC) has identified you as a DTC Participant through which
beneficial interests in PanAmSat Corporation (the Company) 9% Senior Notes due 2014 (the
Securities) are held.  The Company is in the
process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. 
In order to have their Securities included in the registration
statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.  It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possibleas their rights to have
the Securities included in the registration statement depend upon their
returning the Notice and Questionnaire by [Deadline For Response].  Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you.  If you require more copies
of the enclosed materials or have any questions pertaining to this matter,
please contact PanAmSat Corporation, 20 Westport Road, Wilton, Connecticut
06897.  
 *Not less than 28 calendar days from date of mailing.  A-1


PanAmSat Corporation  Notice of Registration
Statement
andSelling Securityholder Questionnaire  (Date)  Reference is hereby made
to the Exchange and Registration Rights Agreement (the Exchange and
Registration Rights Agreement) among PanAmSat Corporation (the Company) and
the Purchasers named therein.  Pursuant
to the Exchange and Registration Rights Agreement, the Company has filed with
the United States Securities and Exchange Commission (the Commission) a
registration statement on Form [    ]
(the Shelf Registration Statement) for the registration and resale under
Rule 415 of the Securities Act of 1933, as amended (the Securities Act),
of the Companys 9% Senior Notes due
2014 (the Securities).  A copy
of the Exchange and Registration Rights Agreement is attached hereto.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and
Registration Rights Agreement.  Each beneficial owner of
Registrable Securities (as defined below) is entitled to have the Registrable
Securities beneficially owned by it included in the Shelf Registration
Statement.  In order to have Registrable
Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire (Notice and
Questionnaire) must be completed, executed and delivered to the Companys
counsel at the address set forth herein for receipt ON OR BEFORE [Deadline
for Response].  Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.  Certain legal
consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. 
Accordingly, holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.  The term Registrable
Securities is defined in the Exchange and Registration Rights Agreement.  A-2


ELECTION  The undersigned holder
(the Selling Securityholder) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities
beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning
this Notice and Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Exchange and Registration Rights Agreement, including,
without limitation, Section 6 of the Exchange and Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.  Upon any sale of
Registrable Securities pursuant to the Shelf Registration Statement, the
Selling Securityholder will be required to deliver to the Company and Trustee
the Notice of Transfer set forth in Appendix A to the Prospectus and as
Exhibit B to the Exchange and Registration Rights Agreement.  The Selling
Securityholder hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete:  A-3


QUESTIONNAIRE   (1)(a)Full
Legal Name of Selling Securityholder:  (b)Full
Legal Name of Registered Holder (if not the same as in (a) above) of
Registrable Securities Listed in Item (3) below:  (c)Full
Legal Name of DTC Participant (if applicable and if not the same as (b) above)
Through Which Registrable Securities Listed in Item (3) below are Held:  (2)Address
for Notices to Selling Securityholder:    Telephone: Fax: Contact Person:  (3)Beneficial
Ownership of Securities:  Except as set forth below in this
Item (3), the undersigned does not beneficially own any Securities.  (a)Principal
amount of Registrable Securities beneficially owned:
CUSIP No(s). of such Registrable Securities:  (b)Principal
amount of Securities other than Registrable Securities beneficially owned:
CUSIP No(s). of such other Securities:  (c)Principal
amount of Registrable Securities which the undersigned wishes to be included in
the Shelf Registration Statement:
CUSIP No(s). of such Registrable Securities to be included in the Shelf
Registration Statement:  (4)Beneficial
Ownership of Other Securities of the Company:  Except as set forth below in this
Item (4), the undersigned Selling Securityholder is not the beneficial or
registered owner of any other securities of the Company, other than the
Securities listed above in Item (3).  State any
exceptions here:  (5)Relationships
with the Company:  A-4


Except as set forth below, neither
the Selling Securityholder nor any of its affiliates, officers, directors or
principal equity holders (5% or more) has held any position or office or has
had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.  State
any exceptions here:  (6)Plan
of Distribution:  Except as set forth below, the
undersigned Selling Securityholder intends to distribute the Registrable
Securities listed above in Item (3) only as follows (if at all):  Such Registrable Securities may be sold from
time to time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, broker-dealers or agents.  Such Registrable Securities may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or at
negotiated prices.  Such sales may be
effected in transactions (which may involve crosses or block transactions) (i)
on any national securities exchange or quotation service on which the
Registered Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or services or in the over-the-counter market, or (iv) through the writing of
options.  In connection with sales of
the Registrable Securities or otherwise, the Selling Securityholder may enter
into hedging transactions with broker-dealers, which may in turn engage in
short sales of the Registrable Securities in the course of hedging the
positions they assume.  The Selling
Securityholder may also sell Registrable Securities short and deliver
Registrable Securities to close out such short positions, or loan or pledge
Registrable Securities to broker-dealers that in turn may sell such securities.  State any
exceptions here:  By signing below, the
Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act
and the rules and regulations thereunder, particularly Regulation M.  In the event that the
Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.  By signing below, the
Selling Securityholder consents to the disclosure of the information contained
herein in its answers to Items (1) through (6) above and the inclusion of
such information in the Shelf Registration Statement and related
Prospectus.  The Selling Securityholder
understands that such information will be relied upon by the Company in
connection with the preparation of the Shelf Registration Statement and related
Prospectus.  In accordance with the
Selling Securityholders obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which  A-5


may occur subsequent to
the date hereof at any time while the Shelf Registration Statement remains in
effect.  All notices hereunder and
pursuant to the Exchange and Registration Rights Agreement shall be made in
writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:  (i)
  To the Company:PanAmSat Corporation20 Westport RoadWilton, Connecticut
  06897Attention: James W.
  Cuminale(ii)
  With a copy to:Simpson, Thacher &
  Bartlett LLP425 Lexington AvenueNew York, New York
  10017Attention: Joseph H.
  Kaufman  Once this Notice and
Questionnaire is executed by the Selling Securityholder and received by the
Companys counsel, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in all
respects by the laws of the State of New York.  A-6


IN WITNESS WHEREOF, the
undersigned, by authority duly given, has caused this Notice and Questionnaire
to be executed and delivered either in person or by its duly authorized agent.  Dated:Selling Securityholder(Print/type full legal
  name of beneficial owner of Registrable Securities)By:Name:Title:   PLEASE RETURN THE
COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE
FOR RESPONSE] TO THE COMPANYS COUNSEL AT:  Simpson, Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York  10017
Attention:  Joseph H. Kaufman  A-7


Exhibit B  NOTICE OF TRANSFER
PURSUANT TO REGISTRATION STATEMENT  The Bank of New York PanAmSat Corporation c/o The Bank of New York 101 Barclay Street, 8W New York, New York 10286  Attention:  Trust Officer  Re:
  PanAmSat Corporation
  (the Company)9% Senior Notes due 2014  Dear Sirs:  Please be advised that
                           
has transferred
$                                
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [          ]
(File No.
333-           ) filed
by the Company.  We hereby certify that
the prospectus delivery requirements, if any, of the Securities Act of 1933, as
amended, have been satisfied and that the above-named beneficial owner of the
Notes is named as a Selling Holder in the Prospectus dated [date] or in supplements thereto, and
that the aggregate principal amount of the Notes transferred are the Notes
listed in such Prospectus opposite such owners name.  Dated:  Very truly yours,(Name)By:(Authorized Signature)  B-1