================================================================================


                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                            Dated as of July 2, 1999

                                  by and among

                              PANAMSAT CORPORATION,

                            THE CHASE MANHATTAN BANK,
                                    as Agent

                                       and

                  The Institutions Listed on Schedule A hereto,
                              as Loan Participants



                8 Wide Ku-Band and 16 Narrow Ku-Band Transponders
          Aboard Galaxy III-R Communications Satellite (HS-601 Series)







================================================================================




<PAGE>


                                TABLE OF CONTENTS

                                                                            Page



RECITALS.......................................................................1


GRANTING CLAUSE................................................................2


SECTION 1.  Definitions........................................................3
         1.1  Terms Defined in This Agreement..................................3
         1.2  Terms Defined in Other Operative Documents......................10


SECTION 2.  The Loans and the Notes...........................................10
         2.1  Loans; Issuance of Notes........................................10
         2.2  Repayment of Loans..............................................10
         2.3  Conversion and Continuation Options.............................10
         2.4  Minimum Amounts of Tranches.....................................11
         2.5  Interest Rates and Payment Dates................................11
         2.6  Computation of Interest.........................................12
         2.7  Inability to Determine Interest Rate............................12
         2.8  Pro Rata Treatment and Payments.................................12
         2.9  Optional Prepayments............................................13
         2.10  Required Prepayment Following Event of Loss or
               Certain Other Events...........................................13
         2.11  Certain Miscellaneous Provisions...............................14
         2.12  Evidence of Loans..............................................15
         2.13  Replacement of Notes; Transfer of Notes........................15
         2.14  Payment of Taxes or Other Governmental Charges.................16
         2.15  Illegality.....................................................16
         2.16  Requirements of Law............................................17
         2.17  Taxes..........................................................18
         2.18  Indemnity......................................................21
         2.19  Change of Lending Office.......................................22


SECTION 3.  Assumption of Obligations; Fees...................................22
         3.1  Assumption of Obligations.......................................22
         3.2  Acknowledgment..................................................22
         3.3  Fees    ........................................................22


SECTION 4.  Covenants and Representations and Warranties of PanAmSat, Etc.....22
         4.1  Notice of Loan Event of Default; Furnishing Copies of Documents.22
         4.2  Certain Limitations on Actions of PanAmSat, Etc.................23

                                       i

<PAGE>


         4.3  Payment of Moneys to Agent......................................23
         4.4  Further Assurances; Financing Statements........................23
         4.5  Appointment of Agent as Attorney-in-Fact........................24
         4.6  Liability of PanAmSat under Granting Clause Documents;
               Absence of Liability of Agent..................................24
         4.7  Representations and Warranties..................................24


SECTION 5.  Application of Proceeds from Collateral Security..................25
         5.1  Application of Proceeds Prior to Default........................25
         5.2  Application of Other Amounts Held by Agent upon Rent Default....25
         5.3  Retention of Amounts by Agent...................................25
         5.4  Application of Payments upon an Event of Loss,
               Termination or Purchase of Transponders; Other Prepayments.....26
         5.5  Payments After Loan Event of Default............................27
         5.6  Application of Certain Other Payments...........................27
         5.7  Other Payments..................................................28
         5.8  Excepted Payments...............................................28
         5.9  Payments to PanAmSat............................................28


SECTION 6.  Events of Default; Acceleration of Loans..........................28


SECTION 7.  Remedies, Etc.....................................................31
         7.1  Legal Proceedings...............................................31
         7.2  Cost of Collection..............................................31
         7.3  Notice of Claimed Default.......................................31
         7.4  No Waiver.......................................................31
         7.5  Foreclosure.....................................................31
         7.6  Power of Sale...................................................32
         7.7  Agent Authorized to Execute Deeds, Etc..........................32
         7.8  Purchase of Collateral Security by Loan Participants............32
         7.9  Receipt a Sufficient Discharge to Purchaser.....................32
         7.10  Waiver of Appraisement, Valuation, Etc.........................32
         7.11  Sale a Bar.....................................................33
         7.12  Application of Proceeds of Sale................................33
         7.13  Appointment of Receiver........................................33
         7.14  Possession, Management and Income..............................33
         7.15  Right of Agent to Perform Covenants, Etc.......................33
         7.16  Remedies, Etc., Cumulative.....................................34
         7.17  Quiet Enjoyment................................................34
         7.18  Waiver of Existing Defaults....................................36
         7.19  No Waiver of Certain Obligations...............................36
         7.20  Obligations of Agent Upon Exercise of Rights...................36


                                       ii


<PAGE>



SECTION 8.  No Assumption of Obligations Under Assigned Documents.............37


SECTION 9.  The Agent.........................................................37
         9.1  Appointment.....................................................37
         9.2  Delegation of Duties............................................38
         9.3  Exculpatory Provisions..........................................38
         9.4  Reliance by Agent...............................................38
         9.5  Notice of Default...............................................39
         9.6  Non-Reliance on Agent and Other Loan Participants...............39
         9.7  Indemnification.................................................39
         9.8  Agent in Its Individual Capacity................................40
         9.9  Successor Agent.................................................40
         9.10  Funds May Be Held by Agent.....................................40
         9.11  Representations and Warranties.................................41
         9.12  Action upon Payment of Notes or Transfer of Transponders.......41
         9.13  Certain Notices by Agent.......................................42


SECTION 10.  Termination of Agreement.........................................42


SECTION 11.  Additional Security..............................................42


SECTION 12.  Assigned Agreements..............................................43


SECTION 13.  Amendments and Supplements to Agreement and Other Documents......43
         13.1  Supplements and Amendments with Consent........................43
         13.2  Loan Agreement Supplement etc. Without Consent.................45
         13.3  Agent Protected................................................45
         13.4  Form of Request................................................46
         13.5  Documents Mailed to Holder.....................................46


SECTION 14.  Notices, Etc.....................................................46

SECTION 15.  After-Acquired Property and Substitution.........................46


SECTION 16.  Terms Subject to Applicable Law; Governing Law...................47


SECTION 17.  Agreement a Security Agreement with Respect to Personal Property.47


                                       iii


<PAGE>


SECTION 18.  Operation; Maintenance; Compliance with Law; Location
              of Satellite; Substitution of Transponders......................48


SECTION 19.  Insurance........................................................51


SECTION 20.  Miscellaneous....................................................52
         20.1  Severability...................................................52
         20.2  Successors and Assigns.........................................53
         20.3  Adjustments....................................................56
         20.4  Counterparts...................................................56

Schedule A          COMMITMENTS OF LOAN PARTICIPANTS

Exhibit 1           PROMISSORY NOTE

Exhibit 2           DEBT AMORTIZATION SCHEDULE

Exhibit 3           ASSIGNMENT AND ACCEPTANCE

Exhibit 4           CASUALTY PAYMENT DATES





                                       iv


<PAGE>




         AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of July 2,
1999, by and among (i) PANAMSAT CORPORATION, a Delaware corporation
("PanAmSat"), successor-in-interest to Hughes Communications Galaxy, Inc.
("HCG"); (ii) THE CHASE MANHATTAN BANK, successor-by-merger to Chemical Bank and
the other Banks listed on Schedule A hereto (individually a "Loan Participant"
and collectively the "Loan Participants"); and (iii) THE CHASE MANHATTAN BANK,
successor-by-merger to Chemical Bank, as agent for the Loan Participants (in
such capacity, together with its successors and assigns in such capacity, the
"Agent").

                                    RECITALS

         WHEREAS, that certain Loan and Security Agreement dated as of February
7, 1996, was entered into by and among HCG, as Lessee and Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee, Chemical
Bank, as Agent, and the Institutions Listed on Schedule A thereto, as Loan
Participants (the "Existing Loan Agreement");

         WHEREAS, that certain Lease Agreement dated as of February 7, 1996, was
entered into by and among HCG, as Lessee and Wilmington Trust Company, not in
its individual capacity but solely as Owner Trustee and Lessor (the "Lease");

         WHEREAS, that certain Participation Agreement dated as of February 7,
1996, was entered into by and among PanAmSat as successor-in-interest to HCG, as
Seller and Lessee, General Motors Acceptance Corporation, as Owner Participant,
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee and Lessor, The Chase Manhattan Bank as successor-by-merger to Chemical
Bank, as Agent, and the Institutions Listed on Schedule A thereto, as Loan
Participants (the "Participation Agreement");

         WHEREAS, PanAmSat gave notice on April 2, 1999 of its intent to (a)
exercise the purchase option set forth in Section 19(a)(ii) of the Lease with
respect to the Transponders on the EBO Date and (b) assume the Initial Notes
pursuant to Section 19(c) of the Lease, Section 5.05(a) of the Participation
Agreement and Section 2.20 of the Existing Loan Agreement;

         WHEREAS, pursuant to Section 13.2 of the Existing Loan Agreement,
without the consent of any of the Loan Participants, upon the request of Owner
Trustee and subject to the provisions of Section 13.3 thereof, Agent may join
with the Owner Trustee in entering into further Loan Agreement Supplements to
effect an assumption of Notes in accordance with Section 2.20 thereof;

         WHEREAS, PanAmSat desires by this Agreement, among other things, (a) to
provide for the assumption by PanAmSat of the obligations and liabilities of the
Owner Trustee under the Existing Loan Agreement, including but not limited to
(i) the assumption of the Initial Notes and (ii) the provision for the deposit,
mortgage and pledge by PanAmSat with Agent of the Collateral Security as
security for the obligations of PanAmSat under the Notes and this Agreement and
(b) to reflect the termination of the Lease pursuant to the Termination
Agreement (as defined herein).



<PAGE>


         NOW, THEREFORE, in consideration of the premises, PanAmSat agrees with
Agent and the Loan Participants to amend and restate the Existing Loan Agreement
as follows:

         TO SECURE the payment when and as due and payable of the principal of
and interest on the Notes issued or to be issued under this Agreement by
PanAmSat, the payment of all other amounts due to Agent and Loan Participants
hereunder (including, without limitation, interest accruing at the then
applicable rate provided in this Agreement after the maturity of the Loans (if
unpaid) and interest accruing at the then applicable rate provided in this
Agreement after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to PanAmSat, whether
or not a claim for post-filing or post-petition interest is allowed in such
proceeding), and the payment of all other indebtedness which this Agreement by
its terms secures and compliance with all the terms hereof, and of the Notes,
the performance and observance by PanAmSat of its agreements and the conditions
applicable to it in favor of Agent and Loan Participants contained herein or in
any of the other Operative Documents or the Hughes Agreements (collectively, the
"Secured Obligations"):

                                 GRANTING CLAUSE

         A. PanAmSat does hereby now, as security, grant, bargain, sell,
mortgage, warrant, pledge, assign, transfer and convey, and grant a security
interest in, with power of sale, to Agent and to its successors and assigns,
forever, for the security and benefit of the holders from time to time of the
Notes, the following properties described in this Granting Clause (the
"Collateral Security"):

              (a) all estate, right, title and interest now held or hereafter
     acquired by PanAmSat in and to the Transponders (including, without
     limitation, each Replacement Transponder) and each Transponder Spare;

              (b) all estate, right, title and interest now held or hereafter
     acquired by PanAmSat in, to and under (i) the Bill of Sale, (ii) the
     Purchase Agreement, (iii) the Service Agreement (and any substitute service
     agreement), (iv) the Guarantee Agreement, (v) the Performance Certificate,
     (vi) any bill of sale, purchase agreement, service agreement and lease with
     respect to any Replacement Transponder (the "Additional Documents") and
     (vii) any GLA Sublease (the foregoing agreements and instruments referred
     to in (i) through (vii) above being collectively referred to herein as the
     "Granting Clause Documents"); including, without limitation, (x) all
     proceeds of a refinancing under Article XII of the Participation Agreement
     (provided such proceeds may only be applied in accordance with Section
     2.10(b)(i)), and (y) all rights of PanAmSat to exercise any election or
     option or to make any decision or determination or to give or receive any
     notice, consent, waiver or approval or to take any other action under or in
     respect of any Granting Clause Document;

              (c) all estate, right, title and interest now held or hereafter
     acquired by PanAmSat in and to all tolls, rents, issues, profits, products,
     revenues and other income, and in and to all proceeds and payments, from or
     on account of the property, rights and privileges subjected or required to
     be subjected to the Lien of this Agreement;


                                       2


<PAGE>


              (d) all insurance and requisition proceeds with respect to the
Transponders payable to PanAmSat, including but not limited to any insurance
that may be required under Section 19 herein (other than pursuant to paragraph
(a) insofar as it relates to general liability insurance and, to the extent not
carried by Agent, paragraph (c) of Section 19 herein);

              (e) all estate, right, title and interest now held or hereafter
acquired by PanAmSat in and to any right to restitution from any party to any
Granting Clause Document in respect of any determination of invalidity of any
Granting Clause Document;

              (f) all moneys and securities now or hereafter paid or deposited
or required to be paid or deposited to or with Agent by or for the account of
PanAmSat pursuant to any term of any Operative Document and held or required to
be held by Agent hereunder; and

              (g) all proceeds of the foregoing;

         BUT EXCLUDING, HOWEVER, from the property, rights, privileges,
proceeds, payments and amounts subject to the foregoing Granting Clause all
Excepted Payments (it being agreed that the term "Collateral Security" shall not
include Excepted Payments) and SUBJECT TO the rights of PanAmSat reserved under
Section 13.1 or otherwise under this Agreement;

         TO HAVE AND TO HOLD the same unto Agent, its successors and assigns,
forever;

         AS COLLATERAL SECURITY, nevertheless, upon the terms herein set forth,
for the equal and proportionate benefit and security of the holders from time to
time of the Notes, without preference of any Note over any other Note for any
reason.

         IT IS HEREBY COVENANTED by the parties hereto that the Collateral
Security is to be held and applied subject to the further terms herein set
forth; and Agent hereby agrees to accept the duties herein set forth, and
PanAmSat, for itself and its successors and assigns, hereby covenants and agrees
with Loan Participants, and with Agent for the equal and proportionate benefit
and security of Loan Participants, as follows:


SECTION  1. Definitions.

         1.1 Terms Defined in This Agreement. Unless the context shall otherwise
require, the following terms shall have the following meanings for all purposes
hereof (such definitions to be equally applicable to both the singular and
plural forms of the terms defined):

         "Additional Documents" has the meaning specified in paragraph A(b) of
the Granting Clause.

         "Additional Insurance" means excess life or casualty insurance
described in Section 19(c) hereof.

         "Adjusted LIBOR Rate" means the LIBOR Rate plus 1/4 of 1%.


                                       3
<PAGE>


         "Adverse Effect" has the meaning set forth in Section 18(a) hereof.

         "Agent" has the meaning specified in the preamble to this Agreement.

         "Agent's Office" means Agent's office at 1 Chase Manhattan Plaza (8th
floor), New York, New York 10081, Attention: Winslowe Ogbourne, Agent Bank
Services, telecopier number (212) 552-5700, until notice of a change of address
of such office or telecopier number or attention shall have been given by Agent
in accordance with the Participation Agreement. All payments of funds to be made
available by PanAmSat or Loan Participants at Agent's Office must be made as
follows: ABA #021000021, The Chase Manhattan Bank, New York, New York 10015,
Credit: Commercial Loan Services #7315, 1111 Fannin, 9th Floor, Ref: PANAMSAT
CORPORATION 311-0869396617.

         This "Agreement" means this Amended and Restated Loan and Security
Agreement, as the same may be amended, modified or supplemented from time to
time (all references herein to numbered Sections, unless otherwise indicated,
being references to Sections of this Agreement).

         "Applicable Rate" means, in respect of any LIBOR Loan, the Adjusted
LIBOR Rate, and in respect of any Prime Rate Loan, the Prime Rate.

         "Assignment and Acceptance" has the meaning specified in Section
20.2(c).

         "Bankruptcy Default" shall mean any event specified in Section 6(g)
hereof which with the passage of time or the giving of notice or both would
constitute an Event of Default.

         "Bill of Sale" means the Bill of Sale, dated July 2, 1999 from
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee under the Trust Agreement ("Seller"), to PanAmSat transferring title to
the Transponders from Seller to PanAmSat.

         "Board of Governors" means the Board of Governors of the Federal
Reserve System of the United States of America or any successor agency or board
that is at the relevant time performing the functions of the Board of Governors.

         "Break Funding Costs" has the meaning specified in Section 2.18.

         "Calendar Date" means January 2 or July 2, as the case may be.

         "Casualty Notice" has the meaning specified in Section 2.10(a).

         "Casualty Payment Date" has the meaning specified in Section 2.10(a).

         "Chase" means The Chase Manhattan Bank, successor-by-merger to Chemical
Bank.

         "Chemical Bank" means Chemical Bank, the predecessor-in-interest to
Chase.

         "Collateral Security" has the meaning specified in the Granting Clause.


                                       4
<PAGE>


         "Commitment" has the meaning specified in Section 2.1(a).

         "Control" has the meaning specified in Section 7.20(e).

         "Dollars" and "$" means dollars in lawful money of the United States of
America.

         "Eurocurrency Reserve Requirements": for any day as applied to a LIBOR
Loan, the aggregate (without duplication) of the rates (expressed as a decimal)
of reserve requirements in effect and actually imposed on such day (including,
without limitation, basic, supplemental, marginal and emergency reserve under
any regulations of the Board of Governors or other Governmental Authority having
jurisdiction with respect thereto) dealing with reserve requirements prescribed
for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board of Governors) maintained by a member bank of the
Federal Reserve System.

         "Event of Default" shall mean any one of the events enumerated in
Section 6.

         "Excepted Payments" means and includes insurance proceeds, if any,
payable to PanAmSat under any Additional Insurance as permitted by Section
19(c).

         "Existing Loan Agreement" means the Loan and Security Agreement dated
as of February 7, 1996 by and among Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee, Chemical Bank, as Agent, and
the Institutions Listed on Schedule A thereto, as Loan Participants.

         "FCC Ordered Move" has the meaning specified in Section 18(d).

         "Further Use Agreement" means, with respect to any Transponder, any
assignment, sublease, license to use, or Transfer of Control, by User to a third
party other than such User or its Affiliates.

         "Granting Clause Documents" has the meaning specified in paragraph A(b)
of the Granting Clause.

         "Guarantee Agreement" or "Guaranty Agreement" means the Amended and
Restated Guaranty dated as of July 2, 1999 by General Motors Corporation, a
Delaware corporation, for the benefit of the Guaranteed Parties.

         "Hughes Agreements" means the Purchase Agreement and the Service
Agreement and any similar purchase agreement (mutatis mutandi) and service
agreement executed and delivered in connection with a substitution of a
transponder aboard another satellite pursuant to Section 18(e) hereof.

         "Initial Notes" means the notes substantially in the form set forth in
Exhibit 1 attached to the Existing Loan Agreement, delivered by Owner Trustee
pursuant to Section 2.1(e) thereof, and any notes delivered in exchange therefor
or in replacement thereof pursuant to Section 2.13 of the Existing Loan
Agreement.


                                       5
<PAGE>


         "Instruction Certificate" means a certificate delivered to Agent and
signed by a Responsible Officer of PanAmSat.

         "Interest Payment Date" means: (a) as to any Prime Rate Loan, each
Calendar Date to occur while such Loan is outstanding, and (b) as to any LIBOR
Loan, the last day of the applicable Interest Period.

         "Interest Period" with respect to any LIBOR Loan means: (i) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such LIBOR Loan and ending one, two, three or six months
thereafter, as selected by PanAmSat in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (ii) thereafter,
each period commencing on the last day of the immediately preceding Interest
Period applicable to such LIBOR Loan and ending one, two, three or six months
thereafter, as selected by PanAmSat by irrevocable notice to Agent not less than
three Business Days prior to the last day of the then current Interest Period
with respect thereto; provided, that all of the foregoing provisions relating to
Interest Periods are subject to the following:

         (1) if any Interest Period pertaining to a LIBOR Loan would otherwise
     end on a day that is not a Business Day, such Interest Period shall be
     extended to the next succeeding Business Day unless the result of such
     extension would be to carry such Interest Period into another calendar
     month in which event such Interest Period shall end on the immediately
     preceding Business Day;

         (2) any Interest Period pertaining to a LIBOR Loan that begins on the
     last Business Day of a calendar month (or on a day for which there is no
     numerically corresponding day in the calendar month at the end of such
     Interest Period) shall end on the last Business Day of a calendar month;
     and

         (3) PanAmSat shall select Interest Periods so as not to require a
     payment of any LIBOR Loan during an Interest Period for such Loan.

         "Leveraged Lease Obligation" means the non-recourse obligation of a
trust or special purpose corporation to repay notes issued by it to loan
participants, which notes are issued to finance in part the purchase price of
equipment and secured by such equipment and by the lease of such equipment to a
lessee, where Guarantor has guaranteed the financial obligations of the lessee
under the lease to the holders of the notes.

         "LIBOR Base Rate" shall be determined on the basis of the
following provisions:

                   (i) The arithmetic mean (rounded up, if necessary, to the
     nearest basis point) of the offered rates for deposits in Dollars for a
     period of time comparable to the applicable Interest Period which appear on
     the Telerate LIBOR Page at approximately 10:00 a.m., New York City time, on
     the second Business Day prior to the commencement of each Interest Period
     (the "Interest Determination Date"). "Telerate LIBOR Page," as used herein,
     means the display designated as Page 3750 on the Telerate Service (or such
     other page as may replace such page on that service for the purpose of
     displaying London interbank offered rates


                                       6
<PAGE>


     of major banks, or, if such display is not available at any such time, a
     comparable display of London interbank offered rates of major banks as may
     be available from a similar source).

                   (ii) If fewer than two offered rates appear on the Telerate
     LIBOR Page, the LIBOR Base Rate will be the arithmetic mean (rounded up, if
     necessary, to the nearest basis point) of at least two offered quotations
     from the principal London office of each of the Reference Banks for
     deposits in Dollars for a period of time comparable to such Interest Period
     to prime banks in the London interbank market at approximately 10:00 A.M.,
     New York City time, on such Interest Determination Date and in a principal
     amount of not less than $10,000,000 that is representative for a single
     transaction in such market at such time. If fewer than two quotations are
     provided, the LIBOR Base Rate in respect of such Interest Determination
     Date will be the arithmetic mean (rounded up, if necessary, to the nearest
     basis point) of the rates quoted by the Reference Banks in The City of New
     York at approximately 10:00 A.M., New York City time, on such Interest
     Determination Date for loans in Dollars to leading European banks, for a
     period of time comparable to such Interest Period and in a principal amount
     of not less than $10,000,000 that is representative of a single transaction
     in such market at such time; provided, however, that if the Reference Banks
     are not quoting as mentioned in this sentence, the LIBOR Base Rate for such
     Interest Period will be the same as the LIBOR Base Rate for the immediately
     preceding Interest Period.

                   "LIBOR Loans" means Loans, the rate of interest applicable to
     which is based upon the LIBOR Rate.

                   "LIBOR Rate": with respect to each day during each Interest
     Period pertaining to a LIBOR Loan, a rate per annum determined for such day
     in accordance with the following formula (rounded upward to the nearest
     1/100th of 1%):

                                 LIBOR Base Rate
               ----------------------------------------
               1.00 - Eurocurrency Reserve Requirements

                   "Loan" means a loan to be made by a Loan Participant under
     this Agreement and the Participation Agreement.

                   "Loan Default" means an event or condition which with the
     giving of notice, passage of time or both would become a Loan Event of
     Default.

                   "Loan Event of Default" has the meaning specified in Section
     6.

                   "Loan Participant" means any of the institutions listed on
     Schedule A under the heading "Loan Participants" and their permitted
     successors, transferees and assigns.

                   "Majority In Interest of Noteholders" means, as of any date
     of determination, the holders of more than 50% in aggregate unpaid
     principal amount of all Notes outstanding as of such date. For purposes of
     the foregoing definition and Section 13 and in determining as of such date
     of determination the aggregate unpaid principal amount of the Notes then
     outstanding, there shall not be counted as outstanding any Note held by
     PanAmSat, Owner Participant, Lessee, Guarantor or any of


                                       7
<PAGE>


     their respective Affiliates (unless PanAmSat, Owner Participant, Lessee or
     Guarantor or their respective Affiliates, as the case may be, shall own all
     of the Notes then outstanding).

                   "Non-Excluded Taxes" has the meaning specified in Section
     2.17(a).

                   "Note" means a note substantially in the form set forth in
     Exhibit 1 attached hereto, delivered by PanAmSat pursuant to Section
     2.1(d), and shall include any note delivered in exchange therefor or in
     replacement thereof pursuant to Section 2.13.

                  "Occasional Use Service Contract" has the meaning set forth
     in Section 7.17(b).

                   "Operative Documents" shall mean, collectively, the
     Participation Agreement, the Guaranty Agreement, the Loan Agreement, any
     Loan Agreement Supplement, the Notes, the Bill of Sale, the Termination
     Agreement, the Performance Certificate, and any similar documents executed
     and delivered in connection with a substitution of a transponder aboard
     another satellite pursuant to Section 18(e).

              "Other Taxes" means any and all present or future stamp or
     documentary taxes or any other excise or property taxes, charges or similar
     levies arising from the execution, delivery or enforcement of this
     Agreement, excluding such taxes resulting from the gross negligence or
     willful misconduct of Agent or Loan Participant.

              "PanAmSat Customary Terms" has the meaning specified in Section
     19(a).

              "Participation Agreement" means the Participation Agreement dated
     as of February 7, 1996 among PanAmSat, as successor-in-interest to HCG, as
     Lessee, General Motors Acceptance Corporation, as Owner Participant,
     Wilmington Trust Company, not in its individual capacity but solely as
     Owner Trustee, The Chase Manhattan Bank, as successor-by-merger to Chemical
     Bank, as Agent and the Loan Participants, as the same may be amended,
     modified or supplemented from time to time.

              "Payment Date" means a Principal Payment Date or an Interest
     Payment Date.

              "Payment Default" means any event specified in Section 6(a) or (b)
     hereof which event with the passage of time or the giving of notice or both
     would constitute an Event of Default.

              "Prime Rate": for any day, a rate per annum equal to the Prime
     Rate in effect on such day. For purposes hereof: "Prime Rate" shall mean
     the rate of interest per annum publicly announced from time to time by
     Chemical as its prime rate in effect at its principal office in New York
     City (the Prime Rate not being intended to be the lowest rate of interest
     charged by Chemical in connection with extensions of credit to debtors).
     Any change in the Prime Rate shall be effective as of the opening of
     business on the effective day of such change in the Prime Rate.

              "Prime Rate Loans" means Loans, the rate of interest applicable to
     which is based upon the Prime Rate.



                                       8
<PAGE>

              "Principal Payment Date" means, with respect to each Loan, each
     date on which a payment of principal is required to be made on such Loan
     pursuant to the Debt Amortization Schedule, as then in effect.

              "Reference Banks" means Chase and J.P. Morgan Inc. collectively.

              "Register" has the meaning specified in Section 20.2(e).

              "Regulation D" means Regulation D of the Board of Governors, as
     the same may be amended or supplemented from time to time.

              "Replacement Transponder" has the meaning specified in Section
     18(e).

              "Secured Obligations" has the meaning specified in the paragraph
     next preceding the Granting Clause.

              "Substitute Loan Participant" has the meaning specified in Section
     2.16(d).

              "Substitution" has the meaning specified in Section 18(e).

              "Termination Agreement" means the Termination Agreement dated as
     of July 2, 1999 among PanAmSat, Wilmington Trust Company, not in its
     individual capacity but solely as Owner Trustee, General Motors Acceptance
     Corporation, as Owner Participant and Chase, as Agent, terminating the
     Lease, the Trust Agreement, the Consent and Agreement, the GMAC Bill of
     Sale, the Assignment and Assumption Agreement and the Bill of Sale from
     Owner Participant to the Owner Trustee.

              "Tranche" means the collective reference to LIBOR Loans the then
     current Interest Periods with respect to all of which begin on the same
     date and end on the same later date (whether or not such Loans shall
     originally have been made on the same day).

              "Transponder Obligations" has the meaning specified in Section
     7.20(e).

              "Transponder Rights" has the meaning specified in Section 7.20(e).

              "Type" means, as to any Loan, its nature as a Prime Rate Loan or
     LIBOR Loan.

              "Use Agreement" has the meaning specified in Section 7.17(b).

              "User" has the meaning specified in Section 7.17(b).


                                       9
<PAGE>


              1.2 Terms Defined in Other Operative Documents. Capitalized terms
     used but not defined herein shall have the respective meanings given such
     terms in Appendix A to the Participation Agreement. Appendix A also
     contains the rules of usage that shall apply to all terms defined or
     referred to therein.


SECTION 2.    The Loans and the Notes.

                   2.1 Loans; Issuance of Notes. (a) In no event shall the
     aggregate principal amount of outstanding Loans by any Loan Participant
     exceed at any time the amount set opposite such Loan Participant's name on
     Schedule A hereto and Schedule II to the Participation Agreement (such Loan
     Participant's "Commitment"). No part of the Commitments which was not
     borrowed by HGC on the Commencement Date may be borrowed thereafter.

                     (b) The Loans may from time to time be (i) LIBOR Loans,
     (ii) Prime Rate Loans or (iii) a combination thereof, as determined by
     PanAmSat and notified to Agent in accordance with this Section and Section
     2.3.

                     (c) On the date hereof, PanAmSat shall issue one Note to
     each of the Loan Participants. All Notes issued on the date hereof shall
     have the Debt Amortization Schedule attached thereto (which debt
     amortization schedule shall be furnished by PanAmSat pursuant to the
     Participation Agreement and shall conform with Section 2.1(d)), and shall
     be (x) dated the date hereof, (y) registered in such Loan Participant's
     name, and (z) in an aggregate principal amount equal to the amount of the
     Loan made by such Loan Participant on the Commencement Date, as provided in
     the Participation Agreement.

                     (d) The Debt Amortization Schedule in effect on the date
     hereof shall be as attached hereto as Exhibit 2. Such Debt Amortization
     Schedule shall be prepared so that the average life from the Commencement
     Date to maturity of the aggregate original principal amount of the Loans
     shall not exceed 4.92 years and that the final maturity date of the Loans
     and the Notes shall not extend to a date which is later than the earlier of
     the last day of the Basic Term or 7.92 years from the Commencement Date.

                     (e) The proceeds of the Loans were used for the purposes
     set forth in the Participation Agreement and PanAmSat is assuming the
     Loans.

              2.2 Repayment of Loans. PanAmSat agrees to pay to Agent for the
     account of each Loan Participant the original principal amount of each Loan
     made by such Loan Participant and evidenced by a Note in accordance with
     the Debt Amortization Schedule contained in Exhibit 2 attached hereto, as
     such Debt Amortization Schedule may be revised from time to time in
     accordance with this Section 2.2. PanAmSat hereby further agrees to pay
     interest on the unpaid principal amount of the Loans from time to time
     outstanding from the date hereof until payment in full thereof at the rates
     per annum, and on the dates, set forth in Section 2.5.

              2.3 Conversion and Continuation Options. (a) PanAmSat may elect
     from time to time to convert LIBOR Loans to Prime Rate Loans by giving
     Agent at least two Business Days' prior



                                       10
<PAGE>


     irrevocable notice of such election, provided that any such conversion of
     LIBOR Loans may only be made on the last day of an Interest Period with
     respect thereto. PanAmSat may elect from time to time to convert Prime Rate
     Loans to LIBOR Loans by giving Agent at least three Business Days' prior
     irrevocable notice of such election. Any such notice of conversion to LIBOR
     Loans shall specify the length of the initial Interest Period or Interest
     Periods therefor. Upon receipt of any such notice Agent shall promptly
     notify each affected Loan Participant thereof. All or any part of
     outstanding LIBOR Loans and Prime Rate Loans may be converted as provided
     herein, provided that (i) no Loan may be converted into a LIBOR Loan when
     any Loan Event of Default has occurred and is continuing and a Majority In
     Interest of Noteholders has determined that such a conversion is not
     appropriate and (ii) no Loan may be converted into a LIBOR Loan after the
     date that is one month prior to the final maturity of the Loans set forth
     in the Debt Amortization Schedule then in effect.

                        (b) Any LIBOR Loans may be continued as such upon the
     expiration of the then current Interest Period with respect thereto by
     PanAmSat giving notice to Agent, in accordance with the applicable
     provisions of the definition of the term "Interest Period" set forth in
     Section 1.1, of the length of the next Interest Period to be applicable to
     such Loans (and upon receipt of any such notice, Agent shall promptly
     notify each affected Loan Participant thereof), provided that no LIBOR Loan
     may be continued as such (i) when any Loan Event of Default has occurred
     and is continuing and a Majority In Interest of Noteholders has determined
     that such a continuation is not appropriate or (ii) after the date that is
     one month prior to the final maturity of the Loans set forth in the Debt
     Amortization Schedule, and provided, further, that if PanAmSat shall fail
     to give any required notice as described above in this paragraph or if such
     continuation is not permitted pursuant to the preceding proviso such Loans
     shall be automatically converted to Prime Rate Loans on the last day of
     such then expiring Interest Period.

                   2.4 Minimum Amounts of Tranches. All borrowings, conversions
     and continuations of Loans hereunder and all selections of Interest Periods
     hereunder shall be in such amounts and be made pursuant to such elections
     so that, after giving effect thereto (a) the aggregate principal amount of
     the Loans comprising each Tranche shall be not less than $1,000,000 and (b)
     no more than twelve separate Tranches shall be outstanding at any time.

                   2.5 Interest Rates and Payment Dates. (a) Each LIBOR Loan
     shall bear interest for each day (including the first day but excluding the
     last day) during each Interest Period with respect thereto at a rate per
     annum equal to the Adjusted LIBOR Rate determined for such day.

                        (b) Each Prime Rate Loan shall bear interest at a rate
     per annum equal to the Prime Rate.

                        (c) If all or a portion of (i) the principal amount of
     any Loan, (ii) any interest payable thereon or (iii) any other amount
     payable hereunder shall not be paid when due (whether at the stated
     maturity, by acceleration or otherwise), such overdue amount shall bear
     interest at the Overdue Rate, in each case from the date of such
     non-payment until such amount is paid in full (after as well as before
     judgment).

                        (d) Interest shall be payable in arrears on each
     Interest Payment Date, provided that interest accruing pursuant to
     paragraph (c) of this Section shall be payable from time to



                                       11
<PAGE>


     time on demand and provided, further, that accrued but unpaid interest
     on a Prime Rate Loan being converted to a LIBOR Loan shall be payable on
     the date of conversion.

                   2.6 Computation of Interest. (a) Interest shall be calculated
     on the basis of a 365- (or 366-, as the case may be) day year for the
     actual number of days elapsed, except that whenever interest is calculated
     on the basis of the LIBOR Rate interest shall be calculated on the basis of
     a 360-day year for the actual number of days elapsed. Agent shall as soon
     as practicable notify PanAmSat and the Loan Participants of each
     determination of a LIBOR Rate. Any change in the interest rate on a Loan
     resulting from a change in the Prime Rate or the Eurocurrency Reserve
     Requirements shall become effective as of the opening of business on the
     day on which such change becomes effective. Agent shall as soon as
     practicable notify PanAmSat and the Loan Participants of the effective date
     and the amount of each such change in interest rate.

                        (b) Each determination of an interest rate by Agent
     pursuant to any provision of this Agreement shall be conclusive and binding
     on PanAmSat and the Loan Participants in the absence of manifest error.

                   2.7 Inability to Determine Interest Rate. If on the day which
     is two Business Days prior to the first day of any Interest Period:

                   (a) Agent shall have determined that, by reason of
     circumstances affecting the relevant market, adequate and reasonable means
     do not exist for ascertaining the LIBOR Rate with respect to any LIBOR Loan
     to be outstanding during such Interest Period,

                   (b) Agent shall have determined that the LIBOR Rate with
     respect to any LIBOR Loan to be outstanding during such Interest Period
     will not adequately and fairly reflect the cost to the Loan Participants of
     making or maintaining their affected LIBOR Loans during such Interest
     Period, or

                   (c) Dollar deposits in the principal amounts of the LIBOR
     Loans to which such Interest Period is to be applicable are not generally
     available in the London interbank market,

Agent shall give telecopy or telephonic notice thereof to PanAmSat and Loan
Participants as soon as practicable thereafter. If such notice is given (x) any
affected LIBOR Loans requested to be made on the first day of such Interest
Period shall be made as Prime Rate Loans, (y) any affected Loans that were to
have been converted on the first day of such Interest Period to LIBOR Loans,
shall be continued as Prime Rate Loans and (z) any affected outstanding LIBOR
Loans that were to have been continued as such shall be converted on the first
day of such Interest Period to Prime Rate Loans. Until such time as Agent shall
have advised PanAmSat and Loan Participants that the circumstances giving rise
to such notice no longer exist, no further LIBOR Loans shall be made or
continued as such, nor shall PanAmSat have the right to convert Prime Rate Loans
to LIBOR Loans. Each determination by Agent hereunder shall be conclusive and
binding absent manifest error.

                   2.8 Pro Rata Treatment and Payments. All payments (including
prepayments under Sections 2.9 and 2.10) to be made by PanAmSat hereunder,
whether on account of principal, interest, fees or otherwise, shall be made
without set off or counterclaim and shall be made prior to




                                       12
<PAGE>


1:00 p.m., New York City time, on the due date thereof to Agent, for the account
of the Loan Participants at the Agent's Office, in Dollars and in immediately
available funds. Payments received by Agent after such time shall be deemed to
have been received on the next Business Day. Agent shall distribute such
payments to the Loan Participants entitled to receive the same promptly upon
receipt in like funds as received and, with respect to each payment (including
each prepayment) by PanAmSat on account of principal and interest on the Loans,
pro rata according to the respective outstanding principal amount of Loans then
held by such Loan Participants. If any payment hereunder (other than payments on
LIBOR Loans) becomes due and payable on a day other than a Business Day, such
payment shall be extended to the next succeeding Business Day and interest
thereon shall be payable at the then Applicable Rate during the period of such
extension. If any payment on a LIBOR Loan becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day. Amounts prepaid pursuant to
Section 2.9 or Section 2.10 may not be reborrowed.

                   2.9 Optional Prepayments. PanAmSat may at any time prepay the
Loans, in whole but not in part, together with accrued interest to the date of
such prepayment on the amount prepaid, without premium or penalty, upon at least
ten Business Days' irrevocable notice to Agent, specifying the date and amount
of prepayment and whether the prepayment is of LIBOR Loans, Prime Rate Loans or
a combination thereof, and if a combination thereof, the amount allocable to
each; provided, however, that PanAmSat shall not prepay LIBOR Loans under this
Section 2.9 except on the last day of any Interest Period with respect thereto.
Upon receipt of any such notice, Agent shall promptly notify each Loan
Participant thereof. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein.

                   2.10 Required Prepayment Following Event of Loss or Certain
Other Events.

                   (a) Event of Loss. If with respect to any Transponder an
Event of Loss occurs, then PanAmSat shall forthwith (and, in any event, within
seven days of such occurrence) give Agent notice of such Event of Loss (the
"Casualty Notice"), which Casualty Notice shall include, if applicable,
PanAmSat's election to provide a Replacement Transponder in accordance with
Sections 2.10(a) or 18(e) and shall also state whether the proviso to the third
sentence of this Section 2.10(a) shall be applicable by reason of PanAmSat's
having in force insurance against loss or damage to the Transponders, pursuant
to Section 19 or voluntarily. The Loans and the Notes shall be prepaid, in part
as provided below, upon the occurrence of an Event of Loss with respect to any
Transponder with respect to which PanAmSat has not in the Casualty Notice chosen
to provide a Replacement Transponder. Such prepayment shall be applied in
accordance with Section 5.4 and shall be made on the date (the "Casualty Payment
Date") specified on Exhibit 4 hereto first occurring not less than 30 days after
the date of such Casualty Notice; provided, however, that if, with respect to
such Transponder, PanAmSat shall have in force insurance against loss or damage
to the Transponders, pursuant to Section 19 or voluntarily, then such prepayment
shall be made within ten days after receipt of any such insurance proceeds (but
in no event later than 120 days after the date of such Casualty Notice). Each
prepayment pursuant to this Section 2.10(a) shall be in an amount equal to the
Applicable Principal Amount with respect to the Transponder that suffered the
Event of Loss, together with accrued and unpaid interest on the principal amount
so prepaid to, but





                                       13
<PAGE>


excluding, the related Casualty Payment Date; provided that no Break Funding
Costs, if any, shall be due or payable in connection with such prepayment.
Each prepayment of principal pursuant to this Section 2.10(a) shall be applied
 to the pro rata reduction of all remaining principal installments of
the Notes. In lieu of making the foregoing prepayment, and so long as, but only
so long as, no Bankruptcy Default or Event of Default has occurred and is
continuing, PanAmSat may, at its option, notify Agent of its intent to, and
thereafter provide (on the Casualty Payment Date first occurring not less than
30 days after the date of the Casualty Notice) a Replacement Transponder, in
accordance with, and subject to, the provisions and the conditions in Section
18(e). Upon payment in full of the prepayment due under this Section 2.10(a) or
the provision of a Replacement Transponder pursuant to the preceding sentence,
(i) the Transponder suffering such Event of Loss to PanAmSat shall no longer be
deemed to be part of the Collateral Security and shall be released from the Lien
of this Agreement, and (ii) if applicable, the Replacement Transponder shall
become part of the Collateral Security and shall be subject to the Lien of this
Agreement.

                   (b) Other Prepayments. The Loans and the Notes shall be
prepaid (except as otherwise provided in clause (ii) below), in whole but not in
part (except as otherwise provided in clause (iv) below), in any of the
following circumstances:

                        (i) upon any refunding of the Notes pursuant to Article
XII of the Participation Agreement, the entire principal amount of the Loans
then outstanding shall be prepaid; such prepayment to be made on the date the
Refunding Notes are issued, together with accrued but unpaid interest thereon
to, but excluding, the date of such prepayment, and Break Funding Costs, if any;

                        (ii) upon any amendment to the Debt Amortization
Schedule which provides for a downward adjustment to the aggregate principal
amount of the Loans then outstanding, the Loans shall be prepaid in an amount
equal to the amount of such net downward adjustment; such prepayment to be made
on the date such amendment becomes effective, together with accrued but unpaid
interest thereon to, but excluding, the date of such prepayment, and Break
Funding Costs, if any.

         PanAmSat will give Agent written notice of prepayment under this
Section 2.10. Notice of prepayment having been given as aforesaid, such notice
shall be irrevocable and the amount to be prepaid determined in accordance with
this Section 2.10 shall become due and payable on the date fixed for prepayment.
Upon receipt of such notice, Agent shall promptly notify each Loan Participant
thereof.

                   2.11 Certain Miscellaneous Provisions. (a) Except as
otherwise provided in Section 2.13, no Notes may be issued except as provided in
Article II of the Participation Agreement.

                        (b) All Notes and Loans at any time outstanding shall be
equally and ratably secured by this Agreement, without preference, priority or
distinction on account of the date or dates or the actual time or times of the
issue of such Notes (or the making of such Loans), so that all Notes and Loans
at any time issued or outstanding shall have the same right, lien, security,
preference and priority by virtue of this Agreement.



                                       14
<PAGE>


                        (c) A Loan Participant shall have no further interest
in, or other right with respect to, the Collateral Security when and if the
principal of and interest on all the Notes held by it, and all other Secured
Obligations theretofore or then payable to such Loan Participant hereunder and
under such Notes shall have been paid in full.

                   2.12 Evidence of Loans. (a) Each Loan Participant shall
maintain in accordance with its usual practice an account or accounts evidencing
indebtedness of PanAmSat to such Loan Participant resulting from the Loans made
by such Loan Participant from time to time, including the amounts of principal
and interest payable and paid to such Loan Participant from time to time under
this Agreement.

                        (b) Agent shall maintain the Register pursuant to
Section 20.2(e), and a subaccount therein for each Loan Participant, in which
shall be recorded (i) the amount of each Loan made hereunder, the Type thereof
and, in the case of LIBOR Loans, each Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from PanAmSat to each Loan Participant hereunder and (iii) both the
amount of any sum received by Agent hereunder from PanAmSat and each Loan
Participant's share thereof, if any.

                        (c) The entries made in the Register and the accounts of
each Loan Participant maintained pursuant to Section 2.12(b) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of PanAmSat therein recorded; provided, however, that
the failure of any Loan Participant or Agent to maintain the Register or any
such account, or any error therein, shall not in any manner affect the
obligation of PanAmSat to repay (with applicable interest) the Loans made to
PanAmSat by such Loan Participant in accordance with the terms of this
Agreement.

                        (d) PanAmSat agrees that each Loan Participant is hereby
authorized to record the date, Type and amount of each Loan made by such Loan
Participant, the date and amount of each payment or prepayment of principal
thereof, each continuation thereof, each conversion of all or a portion thereof
to another Type and, in the case of LIBOR Loans, the length of each Interest
Period and LIBOR Rate with respect thereto, on the schedule annexed to and
constituting a part of its Note, and any such recordation shall, to the extent
permitted by applicable law, constitute prima facie evidence of the accuracy of
the information so recorded, provided that the failure to make any such
recordation (or any error therein) shall not affect the obligation of PanAmSat
to repay (with applicable interest) the Loans made to PanAmSat in accordance
with the terms of this Agreement.

                        (e) All references in the Operative Documents to "Notes"
shall be deemed equally to refer to the "Loans."

                   2.13 Replacement of Notes; Transfer of Notes. (a) Upon
receipt at the Agent's Office of evidence reasonably satisfactory to PanAmSat of
the loss, theft, destruction or mutilation of any Note, and upon delivery of an
indemnity agreement or bond reasonably satisfactory to PanAmSat (it being
understood that the written undertaking of a Loan Participant shall be
satisfactory indemnity), or, in the case of any such mutilation, upon surrender
at the Agent's Office and cancellation of such Note, PanAmSat at no expense to
it (including with respect to transfer taxes or other governmental charges, if
any, as provided in Section 2.14) will execute and deliver, in lieu thereof, a
new Note, in a



                                       15
<PAGE>


principal amount equal to the unpaid principal amount of such lost, stolen,
destroyed or mutilated Note, dated so that there will be no loss of interest on
such lost, stolen, destroyed or mutilated Note, and otherwise of like tenor,
with appropriate variations and the Note shall be returned to
PanAmSat marked "cancelled".

                        (b) Upon the Effective Date (as defined therein) of an
Assignment and Acceptance with respect to any Loans pursuant to Section 20.2 and
presentment at Agent's Office of the related Note for registration of transfer
duly endorsed, or accompanied by a written instrument of transfer duly executed
by the registered holder thereof or his attorney duly authorized in writing,
Agent shall notify PanAmSat and PanAmSat at its expense (except for transfer
taxes or other governmental charges, if any, as provided in Section 2.14) will
execute and deliver, in exchange for such Note, one or more new Notes in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note, dated so that there will be no loss of interest on such
presented or surrendered Note, and otherwise of like tenor, with appropriate
variations.

                   2.14 Payment of Taxes or Other Governmental Charges.

                            [INTENTIONALLY OMITTED]

                   2.15 Illegality. (a) Notwithstanding any other provision
herein, if the adoption of or any change in any law or regulation or in the
interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof shall make it unlawful for any Loan
Participant to make or maintain LIBOR Loans as contemplated by this Agreement,
or to give effect to its obligations as contemplated hereby with respect to any
LIBOR Loan, then, by written notice to PanAmSat and Agent, such Loan Participant
may:

              (i) declare that LIBOR Loans will not thereafter be made by such
     Loan Participant hereunder, whereupon any request by PanAmSat for a LIBOR
     Loan shall, as to such Loan Participant only, be deemed a request for a
     Prime Rate Loan unless such declaration is subsequently withdrawn; and

              (ii) require that all outstanding LIBOR Loans made by such Loan
     Participant be converted to Prime Rate Loans, in which event all such LIBOR
     Loans shall be automatically converted to Prime Rate Loans as of the
     effective date of such notice as provided in paragraph (b) below.

In the event any Loan Participant shall exercise its rights under (i) or (ii)
above, all payments and prepayments of principal which would otherwise have been
applied to repay the LIBOR Loans that would have been made by such Loan
Participant or the converted LIBOR Loans of such Loan Participant shall instead
be applied to repay the Prime Rate Loans made by such Loan Participant in lieu
of, or resulting from the conversion of, such LIBOR Loans.

                   (b) For purposes of this Section 2.15, a notice to PanAmSat
by any Loan Participant shall be effective, if lawful, on the last day of the
then current Interest Period; in all other cases such notice shall be effective
on the date of receipt by PanAmSat.



                                       16
<PAGE>


                   (c) In the event any Loan Participant gives a notice pursuant
to paragraph (a) above, PanAmSat may require, at its expense, such Loan
Participant to assign, at par (plus Break Funding Costs, if any, and all accrued
and unpaid interest), without recourse (in accordance with Section 20.2) all its
interests, rights and obligations hereunder (including all of its LIBOR Loans at
the time owing to it and the Notes held by it) to a Substitute Loan Participant,
provided that (i) such assignment shall not conflict with or violate any law,
rule or regulation or order of any court or other Governmental Authority, (ii)
PanAmSat shall have received the written consent of Agent, which consent shall
not be unreasonably withheld, to such assignment and (iii) PanAmSat shall have
paid to the assigning Loan Participant all monies accrued and owing hereunder to
it (including pursuant to this Section).

              2.16 Requirements of Law. (a) If after the date of this Agreement
the adoption of or any change in applicable law or regulation or in the
interpretation or administration thereof or compliance with any request or
directive not in effect at the date hereof by any central bank or other
Governmental Authority charged with the administration or interpretation thereof
(whether or not having the force of law):

              (i) shall subject any Loan Participant to any tax of any kind
     whatsoever with respect to any LIBOR Loan made by it or change the basis of
     taxation of payments to any Loan Participant in respect of the principal of
     or interest on any LIBOR Loan made by such Loan Participant or any fees or
     other amounts payable hereunder (other than taxes imposed on or measured by
     the overall net income or gross receipts of such Loan Participant by the
     jurisdiction in which such Loan Participant has its principal office (or
     lending office) or by any political subdivision or taxing authority
     therein);

              (ii) shall impose, modify or hold applicable any reserve, special
     deposit, compulsory loan or other similar requirement against assets of,
     deposits with or for the account of, or advances, loans or other extensions
     of credit by, any office of such Loan Participant (which requirement is not
     otherwise included in the determination of the LIBOR Rate); or

              (iii) shall impose on such Loan Participant any other condition
     affecting this Agreement or LIBOR Loans made by such Loan Participant;

and the result of any of the foregoing is to increase the cost to such Loan
Participant, by an amount which such Loan Participant deems to be material, of
making, converting into, continuing or maintaining LIBOR Loans, or to reduce any
amount receivable hereunder in respect thereof by an amount deemed by such Loan
Participant to be material, then, in any such case, PanAmSat shall pay to such
Loan Participant, any additional amounts necessary to compensate such Loan
Participant for such increased cost incurred or reduction suffered. If any Loan
Participant becomes entitled to claim any additional amounts pursuant to this
Section, it shall promptly notify PanAmSat, through Agent, of the event by
reason of which it has become so entitled. This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

                   (b) If any Loan Participant shall have determined that the
applicability of any law, rule, regulation or guideline adopted after the date
hereof pursuant to or arising out of the July



                                       17
<PAGE>


1988 report of the Basle Committee on Banking Regulations and Supervisory
Practices entitled "International Convergence of Capital Measurement and Capital
Standards," or the adoption after the date hereof of any other law, rule,
regulation or guideline regarding capital adequacy, or any change in any of the
foregoing or in the interpretation or administration of any of the foregoing by
any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Loan Participant
or any Loan Participant's holding company with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Loan Participant's or such holding
company's capital as a consequence of its obligations hereunder to a level below
that which such Loan Participant or such holding company could have achieved but
for such adoption, change or compliance (taking into consideration such Loan
Participant's or such holding company's policies with respect to capital
adequacy) by an amount deemed by such Loan Participant to be material, then from
time to time, after submission by such Loan Participant to PanAmSat (with a copy
to Agent) of a written request therefor, PanAmSat shall pay to such Loan
Participant such additional amount or amounts as will compensate such Loan
Participant or such holding company for any such reduction suffered.

                   (c) A certificate of each Loan Participant setting forth such
amount or amounts as shall be necessary to compensate such Loan Participant or
its holding company as specified in paragraph (a) or (b) above, as the case may
be, shall be delivered to PanAmSat (with a copy to Agent) and shall be
conclusive absent manifest error. PanAmSat shall pay each Loan Participant the
amount shown as due on any such certificate delivered by it within ten Business
Days after its receipt of the same.

                   (d) In the event any Loan Participant delivers a certificate
pursuant to paragraph (c) above, PanAmSat may require, at its expense, such Loan
Participant to assign, at par, without recourse (in accordance with Section
20.2), all its interests, rights and obligations hereunder (including, in the
case of a Loan Participant, all of its Commitment and the Loans at the time
owing to it and the Notes held by it) to a financial institution specified by
PanAmSat (a "Substitute Loan Participant"), provided that (i) such assignment
shall not conflict with or violate any law, rule or regulation or order of any
court or other Governmental Authority, (ii) PanAmSat shall have received the
written consent of Agent, which consent shall not unreasonably be withheld, to
such assignment and (iii) PanAmSat shall have paid to the assigning Loan
Participant all monies accrued and owing hereunder to it, including but not
limited to Break Funding Costs, if any (including pursuant to this Section).

              2.17 Taxes. (a) Except as otherwise required by law, all payments
made by PanAmSat under this Agreement and the Notes shall be made free and clear
of, and without deduction or withholding for or on account of, any present or
future taxes, levies, imposts, charges, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding (i) net income and franchise taxes (imposed in lieu of net
income taxes) that would not be imposed but for a present or former connection
between such Loan Participant and the jurisdiction of the Governmental Authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from such Loan
Participant having executed, delivered or performed its obligations or received
a payment under, or enforced, this


                                       18
<PAGE>


Agreement or the Notes or the Participation Agreement) and (ii) U.S. withholding
taxes payable with respect to payments hereunder under laws (including any
treaty, ruling, determination or regulation) in effect on the date hereof,
provided that this clause (ii) shall not apply to any increase in U.S.
withholding tax resulting from any determination, ruling or regulation or from
any subsequent change in such laws or treaties occurring (x) after the date
hereof in the case of any Loan Participant as of the date of this Agreement, and
(y) in the case of any other Loan Participant, the date of Assignment and
Acceptance pursuant to which it became a Loan Participant (all such non-excluded
taxes, levies, imposts, charges, deductions and withholdings the "Non-Excluded
Taxes"). If any Non-Excluded Taxes are required by law to be withheld from any
amounts payable to any Loan Participant hereunder or under the Notes, the
amounts so payable to such Loan Participant shall be increased to the extent
necessary so that after making all deductions for Non-Excluded Taxes (including
deductions for Non-Excluded Taxes applicable to additional sums payable under
this section) such Loan Participant receives interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement and
the Notes; provided, however, that PanAmSat shall not be required to increase
any such amounts payable to any Loan Participant that is not organized under the
laws of the United States of America or a state thereof if such Loan Participant
fails to comply with the requirements of paragraph (b) of this Section and
Section 2.19. Whenever any Non-Excluded Taxes are payable by PanAmSat, upon
receipt thereof, PanAmSat shall send to Agent for the account of such Loan
Participant, a certified copy of any original official receipt received by
PanAmSat showing payment thereof. If PanAmSat fails to pay any Non-Excluded
Taxes when due to the appropriate taxing authority, PanAmSat shall indemnify the
applicable Loan Participant (other than any Loan Participant which has failed to
comply with its obligations under paragraph (b) of this Section) for any
incremental taxes, interest or penalties that may become payable by such Loan
Participant as a result of any such failure; provided, however, that at the
request of PanAmSat and solely at PanAmSat's expense such Loan Participant shall
use reasonable efforts to contest the payment of such Non-Excluded Taxes which
PanAmSat and such Loan Participant believe were not correctly or legally
asserted. If any Loan Participant receives a refund in respect of any
Non-Excluded Taxes for which such Loan Participant has received payment from
PanAmSat hereunder, such Loan Participant shall, within 30 days of receipt by
such Loan Participant, repay such refund to PanAmSat, provided that PanAmSat,
upon the request of such Loan Participant, agrees to return such refund (plus
any interest) to the Loan Participant in the event such Loan Participant is
required to repay such refund. The agreements in this Section shall survive the
termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder.

                   (b) Each Loan Participant that is not incorporated under the
laws of the United States of America or a state thereof shall:

                        (i) in the case of a Loan Participant that is a "bank"
under Section 881(c)(3)(A) of the Code;

                   (A) on or before the date of the first payment to such Loan
Participant pursuant to this Agreement following the Commencement Date or on or
before the effective date of the Assignment and Acceptance, deliver to PanAmSat
and Agent (x) two duly completed copies of United States Internal Revenue
Service Form


                                       19
<PAGE>


1001 or 4224, or successor applicable form, as the case may be, and
(y) an Internal Revenue Service Form W-8 or W-9, or successor applicable form,
as the case may be;

                   (B) deliver to PanAmSat and Agent two further copies of any
such form or certification on or before the date that any such form or
certification expires or becomes obsolete and promptly upon the occurrence of
any event requiring a change in the most recent form previously delivered by it
to PanAmSat; and

                   (C) obtain such extensions of time for filing and complete
such forms or certifications as may reasonably be requested by PanAmSat or
Agent; or

              (ii) in the case of a Loan Participant that is not a "bank" under
Section 881(c)(3)(A) of the Code:

                   (A) deliver to PanAmSat and Agent (I) a statement under
penalties of perjury that such Loan Participant (x) is not a "bank" under
Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal
requirements as a bank in any jurisdiction, and has not been treated as a bank
for purposes of any tax, securities law or other filing or submission made to
any Governmental Authority, any application made to a rating agency or
qualification for any exemption from tax, securities law or other legal
requirements, (y) is not a 10-percent shareholder within the meaning of Section
881(c)(3)(B) of the Code and (z) is not a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code and (II) an Internal Revenue Service Form W-8;

                   (B) deliver to PanAmSat and Agent a further copy of said Form
W-8, or any successor applicable form or other manner of certification on or
before the date that any such Form W-8 expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent form previously
delivered by such Loan Participant; and

                   (C) obtain such extensions of time for filing and complete
such forms or certifications as may be reasonably requested by PanAmSat or
Agent;

unless in any such case any change in treaty, law or regulation has occurred
prior to the date on which any such delivery would otherwise be required which
renders any such forms inapplicable and such Loan Participant so advises
PanAmSat and Agent. Such Loan Participant shall certify (i) in the case of a
Form 1001 or 4224, that it is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes and
(ii) in the case of a Form W-8 or W-9, that it is entitled to an exemption from
United States backup withholding tax. Each Person that shall become an Interest
Participant pursuant to Section 20.2(b) shall, upon the effectiveness of the
related transfer, be required to provide all of the forms and statements
required pursuant to this Section to the Loan Participant from which the related
participation shall have been purchased. Notwithstanding anything herein to the
contrary, a Loan Participant shall not be required to deliver any form or
statement pursuant to this paragraph (b) that such Loan Participant is not
legally able to deliver.



                                       20
<PAGE>


                   (c) PanAmSat will pay any Other Taxes to the relevant
government authority in accordance with applicable law.

                   (d) PanAmSat will pay any transfer or similar tax arising
solely as a result of its assumption of the Initial Notes pursuant to Section
19(c) of the Lease, Section 5.05(a) of the Participation Agreement and Section
2.20 of the Existing Loan Agreement.

                   (e) In the event PanAmSat is required to increase any amounts
payable to any Loan Participant pursuant to paragraph (a) above (unless such
Loan Participant shall have waived its right thereunder with respect to any
specific increase) or any Loan Participant makes a written demand for an
indemnity in respect of any Non-Excluded Taxes pursuant to paragraph (a) above,
PanAmSat may require, at its expense, such Loan Participant to assign, at par,
without recourse (in accordance with Section 20.2) all its interests, rights and
obligations hereunder (including, in the case of a Loan Participant, all of its
Commitment and the Loans at the time owing to it and the Notes held by it) to a
Substitute Loan Participant, provided that (i) such assignment shall not
conflict with or violate any law, rule or regulation or order of any court or
other Governmental Authority, (ii) PanAmSat shall have received the written
consent of Agent, which consent shall not unreasonably be withheld, to such
assignment and (iii) PanAmSat shall have paid to the assigning Loan Participant
all monies accrued and owing hereunder to it, including but not limited to Break
Funding Costs, if any (including pursuant to this Section).

              2.18 Indemnity. PanAmSat agrees to indemnify each Loan Participant
and to hold each Loan Participant harmless from any Break Funding Costs which
such Loan Participant may sustain or incur as a consequence of (a) default by
PanAmSat in making a borrowing of, conversion into or continuation of LIBOR
Loans after PanAmSat has given a notice requesting the same in accordance with
the provisions of this Agreement, so long as any such failure is not solely due
to the failure of Agent or any Loan Participant to comply with its obligations
hereunder, (b) default by PanAmSat in making any prepayment after PanAmSat has
given a notice thereof in accordance with the provisions of this Agreement, so
long as any such failure is not solely due to the failure of Agent or any Loan
Participant to comply with its obligations hereunder, (c) the making of a
payment or prepayment of LIBOR Loans on a day which is not the last day of an
Interest Period with respect thereto, so long as any such failure is not solely
due to the failure of Agent or any Loan Participant to comply with its
obligations hereunder, or (d) an assignment by such Loan Participant pursuant to
any of Sections 2.15(c), 2.16(d) and 2.17(c); provided, however, that PanAmSat
shall not indemnify or hold harmless any Loan Participant from any Break Funding
Costs resulting from the making of a prepayment of LIBOR Loans pursuant to
Section 2.10(a). As used herein, "Break Funding Costs" means an amount equal to
the excess, if any, as reasonably determined by such Loan Participant, of (i)
its cost of obtaining the funds for the Loan being paid, prepaid, converted or
not borrowed, converted or continued (based on the LIBOR Rate applicable
thereto), for the period from the date of such payment, prepayment, conversion
or failure to borrow, convert or continue to the last day of the Interest Period
for such Loan (or, in the case of a failure to borrow, convert or continue the
Interest Period for such Loan which would have commenced on the date of such
failure) over (ii) the amount of interest (as reasonably determined by such Loan
Participant) that would be realized by such Loan Participant in reemploying in
the London interbank market on Dollar deposits the funds so paid,


                                       21
<PAGE>


prepaid, converted or not borrowed, converted or continued for such period or
Interest Period, as the case may be, plus any reasonable incidental expense
incurred by such Loan Participant in connection therewith. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

              2.19 Change of Lending Office. Each Loan Participant agrees that
it will use all reasonable efforts (so long as such designation would not be
adverse to it, as determined in its sole judgment) to designate a lending office
or a different lending office if the making of such a designation would reduce
or obviate the need for PanAmSat to make payments under Section 2.16 or 2.17(a),
or would eliminate or reduce the effect of any adoption or change described in
Section 2.15.


SECTION 3.          Assumption of Obligations; Fees.

              3.1 Assumption of Obligations. PanAmSat hereby assumes,
irrevocably and unconditionally, all of the obligations and liabilities of Owner
Trustee under the Existing Loan Agreement (as amended and restated by this
Agreement) and the other Operative Documents on a full recourse basis and shall
be entitled to exercise all rights given to it under this Agreement and the
other Operative Documents. Owner Trustee is hereby released and discharged
without further act or formality whatsoever from all of such obligations and
liabilities (other than obligations and liabilities incurred by Owner Trustee on
or prior to the date of this Agreement in its individual capacity and any other
obligations expressly stated to survive the transactions contemplated by this
assumption) and hereby gives up the right to exercise all such rights.

              3.2 Acknowledgment. The parties hereto, for their own benefit and
for the benefit of the Loan Participants, hereby acknowledge that
notwithstanding the assumption of obligations contemplated by Section 3.1 and
except as expressly modified by the Termination Agreement, the Participation
Agreement shall remain outstanding (it being understood that PanAmSat is a party
thereto by virtue of its being the successor in interest to HCG). In addition to
any other operative provisions thereof, the representations and warranties of
PanAmSat under Section 4.01 thereof, the covenants of PanAmSat under Article V
thereof and the indemnities of PanAmSat under Articles VI and VIII thereof,
shall, notwithstanding the termination of the Lease, remain in effect for the
benefit of the Agent and the Loan Participants (it being understood by the
parties hereto that Article VII thereof is no longer operative and shall be of
no further force or effect). Such provisions and any other operative provisions
of the Participation Agreement shall be interpreted mutatis mutandis to take
into account the assumption of the obligations contemplated by Section 3.1 and
the Termination Agreement.

              3.3 Fees. PanAmSat hereby agrees to pay Agent's ongoing fees with
respect to the administration of this Agreement and the Collateral Security.


SECTION 4.        Covenants and Representations and Warranties of PanAmSat, Etc.

              4.1 Notice of Loan Event of Default; Furnishing Copies of
Documents. If a Responsible Officer of PanAmSat shall have Actual Knowledge of
an Event of Loss or a Loan Event


                                       22
<PAGE>


of Default, PanAmSat shall give prompt notice by telecopier, telex or telephone
(confirmed by written notice sent in the manner provided in Section 14) to
Agent, describing in reasonable detail the action PanAmSat is taking or proposes
to take with respect thereto. For all purposes of this Agreement, in the absence
of Actual Knowledge on the part of PanAmSat, PanAmSat shall not be deemed to
have knowledge of an Event of Loss or Loan Event of Default. PanAmSat shall
furnish to Agent (provided, in the case of any successor to Agent, that such
successor has agreed to the provisions of Section 16.01 of the Participation
Agreement), promptly upon receipt thereof, a duplicate or copy of all reports,
notices, requests, demands, certificates, financial statements and other
instruments furnished to PanAmSat under any Operative Document or Hughes
Agreement to the extent that any of the same (a) shall not state on its face or
otherwise that it has already been or is currently being distributed to Agent
and (b) shall not be required to be delivered to Agent under the terms of the
Operative Documents or Hughes Agreements.

              4.2 Certain Limitations on Actions of PanAmSat, Etc. PanAmSat will
not take any action expressly prohibited by the terms of this Agreement or any
other Operative Document or Hughes Agreement with respect to any part of the
Collateral Security that might adversely affect Agent or any Loan Participant
except with the prior written concurrence of Agent and such other consents as
are required by the terms of this Agreement. PanAmSat represents and warrants
that it has not assigned, pledged or otherwise dispose of, and hereby covenants
that it will not assign, pledge or otherwise dispose of, so long as the Lien of
this Agreement shall remain in effect, any of its estate, right, title or
interest in the Collateral Security subject to this Agreement to anyone other
than Agent (except as expressly permitted under the applicable provisions of any
of the Operative Documents and the Hughes Agreements). PanAmSat further
covenants that it will not, except with the prior written concurrence of Agent
or as expressly provided in or permitted by any provision of this Agreement or
with respect to any property not constituting part of the Collateral Security,
(a) exercise any election or option, or give any notice, consent, waiver or
approval, or take any other action, under or in respect of any Granting Clause
Document (except in respect of Excepted Payments); (b) submit or consent to the
submission to arbitration of any dispute, difference or other matter arising
under or in respect of any Granting Clause Document (unless the rights of Agent
and the Loan Participants are not adversely affect thereby), other than in
respect of Excepted Payments; (c) take any action expressly prohibited by the
terms of this Agreement or any other Operative Document or any Hughes Agreement,
the taking of which might result in an alteration or impairment of any Note or
any Granting Clause Document (except in respect of Excepted Payments) or any of
the rights or security created or effected thereby; or (d) cancel, terminate,
amend or modify, or consent to the same in respect of, any Granting Clause
Document.

              4.3 Payment of Moneys to Agent. PanAmSat agrees that promptly on
receipt thereof it will transfer to Agent any and all moneys from time to time
received by it (other than from Agent) constituting part of the Collateral
Security for distribution or retention by Agent pursuant to this Agreement;
provided, that so long as no Loan Event of Default shall have occurred and be
continuing, PanAmSat shall not be obligated to transfer to Agent any amounts
received by it pursuant to any Use Agreement, Occasional Use Service Contract or
other similar agreement with a third party.

              4.4 Further Assurances; Financing Statements. At any time and from
time to time, upon the request of Agent, PanAmSat shall promptly and duly
execute and deliver any and all such


                                       23
<PAGE>


further instruments and documents presented to it as Agent may reasonably deem
necessary or desirable in obtaining the full benefits of the Lien created or
intended to be created hereby and of the rights and powers herein granted. Upon
the instructions at any time and from time to time of Agent, PanAmSat, at
PanAmSat's expense, shall execute any financing statement (and any continuation
statement with respect to any such financing statement), or any other similar
document relating to the Lien created by this Agreement, presented to it in
proper form for signing or filing as may be specified in such instructions.
Agent and Loan Participants agree that any documents executed in connection
herewith by PanAmSat for purposes of recordation are intended solely for
purposes of effectuating the rights of Agent and Loan Participants hereunder and
that Agent will not take any action thereunder that is inconsistent with the
rights of PanAmSat hereunder.

              4.5 Appointment of Agent as Attorney-in-Fact. PanAmSat hereby
unconditionally appoints and constitutes Agent, after the occurrence and during
the continuation of a Loan Event of Default, the true and lawful
attorney-in-fact of PanAmSat, irrevocably, with full power (in the name of
PanAmSat or otherwise) to ask, require, demand, receive, compound and give
acquittance for any and all moneys and claims for moneys due and to become due
that are part of the Collateral Security under or arising out of any Granting
Clause Document and, during the continuance of a Loan Event of Default, to
endorse any checks or other instruments or orders in connection therewith that
are part of the Collateral Security.

              4.6 Liability of PanAmSat under Granting Clause Documents; Absence
of Liability of Agent. Anything herein to the contrary notwithstanding, PanAmSat
shall remain liable under each Granting Clause Document to which it is a party
to perform all the obligations (if any) assumed by it thereunder, all in
accordance with and pursuant to the terms and provisions thereof. Agent shall
not have any obligation or liability under any Granting Clause Document by
reason of or arising out of the assignment of any Granting Clause Document
assigned pursuant to this Agreement nor shall Agent be required or obligated in
any manner, except as expressly herein provided, to perform or fulfill any
obligation of PanAmSat under or pursuant to any such Granting Clause Document
or, except as herein expressly provided, make any payment, or make any inquiry
as to the nature or sufficiency of any payment received by it, or present or
file any claim, or take any action to collect or enforce the payment of any
amounts that may have been assigned to it or to which it may be entitled at any
time or times.

              4.7 Representations and Warranties. PANAMSAT DOES NOT MAKE ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, VALUE,
CONDITION, QUALITY, DESIGN, COMPLIANCE WITH SPECIFICATIONS, OPERATION,
DURABILITY, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF ANY OF THE
TRANSPONDERS, OR ANY PART THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSPONDERS, OR ANY
PART THEREOF, OR OTHERWISE, except as set forth in the Participation Agreement
and further except that PanAmSat hereby represents, warrants and covenants to
Agent and each Loan Participant that (a) PanAmSat shall receive on the date
hereof whatever title to the Transponders as was granted and conveyed to it by
the Owner Trustee, free and clear of any Liens other than the Lien of this
Agreement, (b) the Operative Documents and Hughes Agreements to which PanAmSat
is a party have been duly authorized, and have been duly executed and delivered
by one or more of its officers, and, each such Operative Document or Hughes
Agreement (to the extent of



                                       24
<PAGE>


PanAmSat's representations, warranties, covenants and other agreements made
therein and assuming each Operative Document and Hughes Agreement constitutes
the legal, valid and binding obligation of all other parties thereto,
enforceable against such parties in accordance with their terms) constitutes the
legal, valid and binding obligation of PanAmSat enforceable against PanAmSat in
accordance with the terms thereof subject, as to enforcement, to bankruptcy,
reorganization, insolvency, receivership, moratorium and other laws of general
application relating to or affecting the enforcement of creditors' rights
generally and to general equitable principles, and (c) PanAmSat has the
corporate authority to enter into and perform its duties and obligations under
the Operative Documents and Hughes Agreements to which it is a party.


SECTION 5.          Application of Proceeds from Collateral Security.

              All moneys received and other amounts realized by Agent pursuant
to the Participation Agreement or any Granting Clause Document shall be applied
or distributed as hereinafter provided in this Section 5.

              5.1 Application of Proceeds Prior to Default. Except as otherwise
provided in Sections 5.3 and 5.5, Agent shall apply all payments in respect of
amounts due under this Agreement, received by it as follows:

                   (a) so much of such payments as shall be required to pay in
full the aggregate amount of principal of, and interest on, then (or on the next
succeeding Business Day) due on the Loans then outstanding (including any
interest at the Overdue Rate on overdue principal and to the extent permitted by
Applicable Laws, overdue interest) shall be applied to the payment of such
principal and interest (or, in the case of any such amounts not coming due until
the next succeeding Business Day, such portion of the payment shall be held by
Agent until such Business Day and then so applied); and

                   (b) the balance, if any, of such payments remaining
thereafter shall be remitted by Agent to PanAmSat.

              5.2 Application of Other Amounts Held by Agent. Except as
otherwise provided in Section 5.5, if as a result of any Loan Default or Loan
Event of Default by PanAmSat, there shall not have been distributed on any
Payment Date the full amount then distributable pursuant to clause (a) of
Section 5.1, Agent shall apply other payments of the character referred to in
Section 5.7(a) then held by it or thereafter received by it to the Loans to the
extent necessary to make the payments then due pursuant to such clause (a) of
Section 5.1.

              5.3 Retention of Amounts by Agent. If at the time of receipt by
Agent of any payment hereunder there shall have occurred and be continuing a
Loan Default arising


                                       25
<PAGE>


from a Bankruptcy Default or a Loan Default under Section 6(f) or 6(g) of which
Agent shall have Actual Knowledge, Agent shall retain such amount (to the extent
not required to be applied pursuant to clause (a) of Section 5.1) as part of the
Collateral Security, shall invest such amount in accordance with the provisions
of Section 9.10, and at such time as there shall not be continuing any Loan
Default arising from a Bankruptcy Default or a Loan Default under Section 6(f)
or 6(g) of which Agent shall have Actual Knowledge, shall distribute such amount
to PanAmSat.

              5.4 Application of Payments upon an Event of Loss, Termination or
Purchase of Transponders; Other Prepayments.

                   (a) Except as otherwise provided in Section 5.5, Agent shall
apply all moneys received by it under Section 2.9 or 2.10 to the prepayment of
the Loans as follows:

              (i) so much of such payment as shall be required to reimburse
     Agent for any tax or other expense incurred by Agent and reimbursable and
     not reimbursed by PanAmSat in connection with the collection or
     distribution of such payment shall be paid to Agent;

              (ii) so much of such payments and amounts remaining as shall be
     required to pay in full the aggregate unpaid principal amount of the Loans
     and the Notes then outstanding (to the extent then to be prepaid, which
     prepayment, (A) in the case of an Event of Loss with respect to any
     Transponder or Transponders, shall be in the amount specified in Section
     2.10(a), and (B) in the case of a prepayment pursuant to Section
     2.10(b)(ii), shall be in the amount specified in Section 2.10(b)(ii)), plus
     any accrued but unpaid interest thereon to the date of distribution
     (including, to the extent applicable and permitted by Applicable Laws,
     interest at the Overdue Rate thereon) and in all cases, other than in the
     case of an Event of Loss with respect to any Transponder or Transponders,
     any Break Funding Costs with respect thereto, and shall be paid to the
     Noteholders ratably, without priority of one over any other; and

              (iii) the balance, if any, of such payments and amounts remaining
     thereafter shall be distributed to PanAmSat;

provided, that if, in the case of an Event of Loss, the proviso to the first
sentence of Section 2.10(a) shall be applicable with the result that two
payments shall be made pursuant to said Section, Agent shall apply each such
payment, to the extent thereof, in accordance with this paragraph (a) but the
aggregate amount distributed pursuant to subparagraph (i) or (ii) of this
paragraph (a) out of both such payments shall not exceed the aggregate amount
distributable under such subparagraph in respect of such Event of Loss.

                   (b) Except as otherwise provided in Section 5.5, any payment
received directly or indirectly from any Governmental Authority, insurer or
other party pursuant to any provision of Section 2.10 or 19 as the result of
loss or damage not constituting an Event of Loss with respect to any
Transponder, or as a result of such loss or damage constituting an Event of
Loss, if and to the extent that such amounts would at the time be required to be
paid to PanAmSat pursuant to said Section 2.10 but for the fact that a Payment
Default or a Bankruptcy Default shall have occurred and be continuing, shall be
held by Agent as security for the obligations of PanAmSat hereunder, shall be
invested in accordance with the terms of Section 9.10, and, at such time as the
conditions for payment to PanAmSat specified in said Section 2.10 or 19, as the
case may be, shall be fulfilled and there shall not be continuing any Payment
Default or Bankruptcy Default, such amount, and the proceeds of any


                                       26
<PAGE>


investment thereof, shall, to the extent not theretofore applied, be paid to
PanAmSat to the extent provided herein.

              5.5 Payments After Loan Event of Default. Until such time as any
Loan Defaults have been cured, waived or discontinued, in which event payments
shall be applied as set forth in Section 5.1 and Section 5.3 hereof, Agent shall
apply (a) all moneys received and amounts held or realized by it (including any
amounts realized by Agent pursuant to the exercise of any of the remedies
pursuant to this Agreement) after either (x) an Event of Default under Section
6(f) or 6(g) shall have occurred and be continuing, and (unless a Bankruptcy
Default shall have occurred and be continuing) Agent shall have commenced the
enforcement of its rights and remedies hereunder, or (y) the outstanding
principal amount of the Loans shall have been declared to be due and payable
immediately pursuant to Section 6 and (b) all moneys then held or thereafter
received by it under this Agreement or under any Granting Clause Document as
part of the Collateral Security as follows:

              (i) so much of such payment and amounts as shall be required to
     reimburse Agent for any tax or other expense incurred or paid by it with
     its own funds (to the extent incurred in connection with its duties as
     Agent and to the extent reimbursable and not previously reimbursed), shall
     be paid to Agent for application to itself;

              (ii) so much of such payments and amounts remaining as shall be
     required to reimburse the then existing or prior Noteholders for
     obligations incurred pursuant to Section 9.7 (to the extent reimbursable
     and not previously reimbursed) shall be distributed to such then existing
     or prior Noteholders in accordance with the amount of any payments or
     deposits made by each such then existing or prior holder pursuant to
     Section 9.7; and in case the aggregate amount so to be paid to all such
     existing and prior Noteholders shall be insufficient to pay all such
     amounts as aforesaid, then, ratably, without priority of one such holder
     over any other, in the proportion that the amount of such indemnity or
     other payments to which each such holder is entitled bears to the aggregate
     amount of such indemnity or other payments to which all such holders are
     entitled;

              (iii) so much of such payments and amounts remaining as shall be
     required to pay in full the aggregate unpaid principal amount of the Loans
     then outstanding plus any accrued but unpaid interest thereon to the date
     of distribution (including, to the extent applicable and permitted by
     Applicable Laws, interest at the Overdue Rate thereon) but excluding Break
     Funding Costs, if any, shall be paid to the Noteholders ratably, without
     priority of one over any other;

              (iv) so much of such payments and amounts remaining as shall be
     required to pay in full any other amounts secured by this Agreement to be
     paid shall be applied to the payment of such amounts; and

              (v) the balance, if any, of such payments and amounts remaining
     thereafter shall be distributed to PanAmSat.

              5.6 Application of Certain Other Payments. Except as otherwise
provided in Section 5.1, 5.2, 5.3, 5.4 or 5.5, any moneys received and amounts
realized by Agent for which


                                       27
<PAGE>


provision as to the application thereof is made in any of the Operative
Documents, the Hughes Agreements and the other Granting Clause Documents, but
not elsewhere in this Agreement, shall be applied forthwith to the purpose for
which such payment was made in accordance with the terms of such Operative
Document, Hughes Agreement or other Granting Clause Document.

              5.7 Other Payments. Except as otherwise provided in Section 5.1,
5.2, 5.3, 5.4, 5.5 or 5.6:

              (a) any moneys received and amounts realized by Agent for which no
     provision as to the application thereof is made in the Participation
     Agreement or any other Operative Document or Hughes Agreement or other
     Granting Clause Document or elsewhere in this Agreement shall be
     distributed forthwith by Agent to PanAmSat; and

              (b) any moneys received and amounts realized by Agent under this
     Agreement or otherwise with respect to the Collateral Security after
     payment in full of the principal of and interest on all of the Loans
     (including interest at the Overdue Rate, if any) and all other amounts due
     to Agent and the Noteholders hereunder and under the other Operative
     Documents, as well as any other amounts remaining as part of the Collateral
     Security after payment in full of the principal of and interest on all of
     the Loans and all other amounts due to Agent and the Noteholders hereunder
     and under the other Operative Documents, shall be distributed forthwith by
     Agent to PanAmSat.

              5.8 Excepted Payments. Anything contained herein to the contrary
notwithstanding, any Excepted Payments at any time received by Agent will
promptly be paid over to PanAmSat or other Person entitled thereto.

              5.9 Payments to PanAmSat. Any amount distributable hereunder by
Agent to PanAmSat shall be paid to PanAmSat by wire transfer of immediately
available funds to PanAmSat at such office and to such account or accounts of
such Person or Persons as shall be designated from time to time by notice from
PanAmSat to Agent.


SECTION 6.          Events of Default; Acceleration of Loans.

              If one or more of the following events (individually called a
"Loan Event of Default" and collectively called "Loan Events of Default") shall
occur and be continuing, whether such occurrence shall be voluntary or
involuntary, or come about or be effected by operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body:

              (a) default shall occur, for a period of ten Business Days, in the
     due and punctual payment of the principal of or interest on any Loan after
     the same shall have become due and payable (whether at maturity or on a
     date fixed for any installment payment of principal and/or interest or a
     date fixed for any required prepayment or by acceleration, declaration,
     demand or otherwise); or

              (b) default shall be made in the due and punctual payment of any
     other amount payable under this Agreement by PanAmSat and such default
     shall continue for more than ten


                                       28
<PAGE>


Business Days after PanAmSat shall have been given notice by Agent or any Loan
Participant of such default (which Loan Participant shall furnish a copy of such
notice to Agent); or

              (c) PanAmSat shall default in the due performance or observance by
     it of any of the terms of Section 4.2 and such default shall continue for
     more than 30 days after PanAmSat shall have been given written notice of
     such default by Agent or any Loan Participant (which Loan Participant shall
     furnish a copy of such notice to Agent); or

              (d) (i) PanAmSat shall default in the due performance or
     observance by it of any of its respective obligations hereunder (other than
     those referred to in the foregoing clauses (a), (b), (c), (h), (i), (j),
     and (k) of this Section 6), and any such default shall continue for more
     than 30 days after PanAmSat shall have been given written notice of such
     default by Agent or any Loan Participant (which Loan Participant shall
     furnish a copy of such notice to Agent); provided that if such default is
     capable of cure but cannot be cured by payment of money and cannot be cured
     by diligent efforts within such 30-day period (the "cure period") but such
     diligent efforts shall be properly commenced within the cure period and
     PanAmSat is diligently pursuing and shall continue diligently to pursue a
     remedy of such default, the cure period shall be extended for an additional
     period of time as may be necessary to cure, not to exceed 90 days; or

              (e) any representation or warranty made by PanAmSat hereunder or
     under any Note shall prove to have been false or incorrect in any material
     respect on the date as of which made and remain so for more than 30 days
     after PanAmSat shall have been given written notice thereof by Agent or any
     Loan Participant (which Loan Participant shall furnish a copy of such
     notice to Agent), provided that if the consequences of such false or
     incorrect representation or warranty cannot be cured by the payment of
     money or by diligent efforts within such 30-day period (the "cure period")
     but such diligent efforts shall be properly commenced within the cure
     period and PanAmSat, is diligently pursuing, and shall continue to pursue
     diligently, a remedy of such consequences, the cure period shall be
     extended for an additional period of time as may be necessary to cure, not
     to exceed 90 days; or

              (f) PanAmSat shall (i) file, or consent by answer or otherwise to
     the filing against it of a petition for relief or reorganization or
     arrangement or any other petition in bankruptcy, for liquidation or to take
     advantage of any bankruptcy or insolvency law of any jurisdiction, (ii)
     make an assignment for the benefit of its creditors, (iii) consent to the
     appointment of a custodian, receiver, trustee or other officer with similar
     powers with respect to itself or with respect to any substantial part of
     its property, or (iv) take corporate or comparable action for the purpose
     of any of the foregoing; or

              (g) a court or governmental authority of competent jurisdiction
     shall enter an order appointing, without consent by PanAmSat, a custodian,
     receiver, trustee or other officer with similar powers with respect to
     PanAmSat, or with respect to any substantial part of its property, or
     constituting an order for relief or approving a petition for relief or
     reorganization or any other petition in bankruptcy or for liquidation or to
     take advantage of any bankruptcy or insolvency law of any jurisdiction, or
     ordering the dissolution, winding-up or liquidation of PanAmSat, as the
     case may be, and such order shall remain in force undismissed, unstayed or
     unvacated for a period of 90 days after the date of entry thereof; or


                                       29
<PAGE>


              (h) other than with respect to any covenant of PanAmSat set forth
     in Section 16.02(b) of the Participation Agreement, PanAmSat shall fail to
     perform or observe in any material respect any covenant, condition or
     agreement to be performed or observed by it under Sections 18 or 19 or
     Guarantor shall fail to perform or observe in any material respect any
     covenant, condition or agreement to be performed or observed by it under
     the Participation Agreement or the Guarantee Agreement or PanAmSat shall
     fail to perform or observe in any material respect any other covenant,
     condition or agreement to be performed or observed by it under any of the
     other Operative Documents or Hughes Agreements to which it is a party
     (other than any such covenant, condition or agreement under the Tax
     Indemnification Agreement, if any, not related to the payment of money
     thereunder) and, in each such case, such failure shall have continued for
     90 days after PanAmSat's receipt of written notice thereof from Agent;
     provided, however, that if such failure is capable of cure but cannot be
     cured by payment of money and cannot be cured by diligent efforts within
     such 90-day period but such diligent efforts shall be properly commenced
     within the cure period and PanAmSat is diligently pursuing, and shall
     continue to pursue diligently, a remedy of such failure, the cure period
     shall be extended for an additional period of time as may be necessary to
     cure, not to exceed an additional 30 days; or

              (i) any representation or warranty made by Lessee, Seller, HCG or
     Contractor, or PanAmSat, as successor-in-interest to each such party, in
     any of the Operative Documents (excluding this Agreement) or Hughes
     Agreements to which it is a party or in any written statement, report,
     schedule, notice or other writing furnished by Lessee, Seller, HCG or
     Contractor in connection therewith (other than any representation or
     warranty under the Tax Indemnification Agreement, if any) shall prove to
     have been inaccurate in any material respect at the time made; provided,
     however, that if the representation or warranty was originally made in good
     faith, an Event of Default shall not be deemed to exist unless the
     inaccuracy materially adversely affects Agent and if capable of being
     cured, remains uncured for a period of 90 days after receipt by PanAmSat of
     written notice from Agent of such inaccuracy; provided, however, that if
     such Default cannot be cured by payment of money and cannot be cured by
     diligent efforts within such 90-day period but such diligent efforts shall
     be properly commenced within the cure period and PanAmSat is diligently
     pursuing, and shall continue to pursue diligently, a remedy of such
     failure, the cure period shall be extended for an additional period of time
     as may be necessary to cure, not to exceed an additional 30 days; or

              (j) the Guarantee Agreement shall cease to be valid and binding or
     in full force and effect; or

              (k) PanAmSat shall fail to obtain any insurance required to be
     obtained pursuant to Section 19 and such failure shall have continued for
     30 days, or if such insurance required pursuant to Section 19 shall lapse
     and PanAmSat shall fail to renew or replace such insurance with the
     required insurance within 30 days from the date of such lapse and such
     failure shall continue for 30 days thereafter;

then, and in any such event, Agent, may, and if instructed by a Majority In
Interest of Noteholders shall, at any time thereafter (unless all Loan Events of
Default shall theretofore have been remedied or waived and all costs and
expenses, including, without limitation, legal fees and expenses, incurred by or
on behalf of Agent or any Loan Participant (but only with respect to one counsel
for all Loan Participants), shall have been paid by PanAmSat), by written notice
or

                                       30
<PAGE>


notices to PanAmSat, declare the principal of all the Notes to be due and
payable (except that, in the case of paragraphs (f), (g) and (h) of this Section
6, the principal of the Notes shall be deemed to have been declared
automatically to be due and payable), whereupon the same shall forthwith become
due and payable, together with interest (including interest at the Overdue Rate,
if any) accrued thereon and all other amounts payable with respect to the Notes
as set forth in the Notes or any schedule thereto, without presentment, demand,
protest or notice, all of which are hereby waived. At any time after such
declaration and prior to the sale or disposition of the Collateral Security, a
Majority In Interest of Noteholders, by notice to Agent and PanAmSat, may
rescind such a declaration and thereby annul its consequences.

SECTION 7.          Remedies, Etc.

              7.1 Legal Proceedings. If any one or more Loan Events of Default
shall have occurred and be continuing, Agent may, and, if instructed by a
Majority In Interest of Noteholders, shall (a) proceed to protect and enforce
the rights of the Loan Participants by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein, or for an injunction against the violation of any of the terms
hereof, or in aid of the exercise of any power granted hereby or by law or (b)
subject to and in accordance with the other provisions of this Section 7
(including but not limited to Section 7.5 and Section 7.17) exercise any or all
of the rights and powers, and pursue any and all of the remedies, pursuant to
this Section 7, including the rights and remedies of a secured party under
Applicable Law.

              7.2 Cost of Collection. If PanAmSat shall fail to pay any
principal of or interest on any Note or any other amount payable hereunder or
under any Note, PanAmSat shall, so far as may be lawful, pay or reimburse Agent
and the Loan Participants for all their respective costs and expenses incurred
in connection with the enforcement or preservation of the rights of Agent and
the Loan Participants under this Agreement and the Granting Clause Documents,
provided that PanAmSat shall not be liable for legal fees and expenses other
than the reasonable legal fees and expenses of one single counsel for Agent and
the Loan Participants collectively.

              7.3 Notice of Claimed Default. If any Loan Participant shall serve
any notice or demand or take any other action in respect of a claimed default,
PanAmSat will forthwith give written notice thereof to Agent and to Owner
Participant describing the notice, demand or action and the nature of the
claimed default.

              7.4 No Waiver. Neither failure nor delay on the part of Agent or
any Loan Participant to exercise any right, remedy, power or privilege provided
for herein or in any Note or in any Granting Clause Document or other Operative
Document or by statute or at law or in equity or otherwise shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
remedy, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

              7.5 Foreclosure. If any Loan Event of Default shall have occurred
and be continuing, Agent may, at any time, at its election (and shall upon the
written request of a Majority In Interest of Noteholders), proceed at law or in
equity or otherwise to enforce the payment of the Loans at the time outstanding
in accordance with the terms hereof and of the Notes and to foreclose the Lien


                                       31
<PAGE>


of this Agreement in one or more proceedings as against all or, to the extent
permitted by Applicable Laws, any part of the Collateral Security, or any
interest in any part thereof, and to have the same sold under the judgment or
decree of a court of competent jurisdiction or proceed to take either of such
actions. Nothing in this Section 7.5 is intended to derogate from the provisions
of Section 7.17.

              7.6 Power of Sale. If a Loan Event of Default shall have occurred
and be continuing, then Agent may (and shall upon written request of a Majority
In Interest of Noteholders) sell, assign, transfer and deliver the whole or,
from time to time, to the extent permitted by Applicable Laws, any part of the
Collateral Security or any interest in any part thereof, at any private sale or
public auction, with or without demand, advertisement or notice of the date,
time or place of sale and any adjournment thereof, or as may be required by law,
for cash or credit or for other property, for immediate or future delivery, and
for such price or prices and on such terms as Agent in its sole discretion may
determine, or as may be required by law, even though it shall not have taken
possession of the Transponders or any thereof and shall not have possession
thereof at the time of such sale.

              7.7 Agent Authorized to Execute Deeds, Etc. PanAmSat hereby
unconditionally and irrevocably appoints Agent its true and lawful
attorney-in-fact, with full power of substitution, to the extent permitted by
Applicable Laws, in its name and stead and on its behalf, for the purpose of
effectuating any sale, assignment, transfer or delivery hereunder, if a Loan
Event of Default shall have occurred and be continuing, to execute and deliver
all such deeds, bills of sale, assignments, releases and other proper
instruments as Agent may consider necessary or appropriate, PanAmSat hereby
ratifying and confirming all that such attorney or any substitute shall lawfully
do by virtue hereof. If so requested by Agent or any purchaser, PanAmSat shall
ratify and confirm any such lawful sale, assignment, transfer or delivery by
executing and delivering to Agent or such purchaser, without representation or
warranty (express or implied) by PanAmSat, and without recourse, all deeds,
bills of sale, assignments, releases and other proper instruments to effect such
ratification and confirmation as may be designated in any such request.

              7.8 Purchase of Collateral Security by Loan Participants. Agent or
any Loan Participant may be a purchaser of the Collateral Security or of any
part thereof or of any interest therein at any sale thereof, whether pursuant to
foreclosure or power of sale or otherwise hereunder, and may apply to the
purchase price the indebtedness secured hereby owing to such purchaser, to the
extent of such purchaser's distributive share of the purchase price. Any such
purchaser shall, upon any such purchase, acquire title to the properties so
purchased, free of the Lien of this Agreement.

              7.9 Receipt a Sufficient Discharge to Purchaser. Upon any sale of
the Collateral Security or any part thereof or any interest therein, whether
pursuant to foreclosure or power of sale or otherwise hereunder, the receipt of
the officer making the sale under judicial proceedings or of Agent shall be
sufficient discharge to the purchaser for the purchase money, and such purchaser
shall not be obliged to see to the application thereof.

              7.10 Waiver of Appraisement, Valuation, Etc. PanAmSat hereby
waives, to the full extent it may lawfully do so, the benefit of all
appraisement, valuation, stay, extension and redemption laws now or hereafter in
force and all rights of marshalling in the event of any sale of the Collateral
Security or any part thereof or any interest therein.


                                       32
<PAGE>


              7.11 Sale a Bar. Any sale of the Collateral Security or any part
thereof or any interest therein, whether pursuant to foreclosure or power of
sale or otherwise hereunder, shall be a perpetual bar against PanAmSat after the
expiration of the period, if any, during which PanAmSat shall have the benefit
of any redemption laws which may not be waived pursuant to Section 7.10.

              7.12 Application of Proceeds of Sale. The proceeds of any sale of
the Collateral Security or any part thereof or any interest therein, whether
pursuant to foreclosure or power of sale or otherwise, together with any moneys
at the time held by Agent as part of the Collateral Security, shall be applied
as provided in Section 5.5.

              7.13 Appointment of Receiver. If a Loan Event of Default shall
have occurred and be continuing, Agent shall, to the extent permitted by
Applicable Laws, be entitled to the appointment of a receiver for all or any
part of the Collateral Security, whether such receivership be incidental to a
proposed sale of the Collateral Security or otherwise, and PanAmSat hereby
consents to the appointment of such receiver and will not oppose any such
appointment.

              7.14 Possession, Management and Income. If a Loan Event of Default
shall have occurred and be continuing, Agent, without further notice, to the
extent permitted by Applicable Laws, may take possession of the Collateral
Security or any part thereof without judicial process, by summary proceedings or
otherwise, and may hold, operate and manage the same and receive all earnings,
income, rents, issues and proceeds accruing with respect thereto or any part
thereof. Except as shall be expressly provided in any of the Granting Clause
Documents, Agent shall be under no liability for or by reason of any such taking
of possession, removal or holding, operation or management, except that any
amounts so received by Agent shall be applied to pay:

              (a) all costs and expenses of so taking possession of, holding,
     operating and managing the Collateral Security or any part thereof, all
     other fees and expenses of Agent hereunder, and any Taxes, assessments or
     other charges, prior to the Lien of this Agreement, which Agent may
     consider it necessary or desirable to pay; and

                   (b) thereafter, as provided in the order of priorities set
forth in clauses (ii), (iii), (iv) and (v) of Section 5.5.

              7.15 Right of Agent to Perform Covenants, Etc. If PanAmSat shall
fail to make any payment or perform any act required to be made or performed by
it hereunder or by it under any Granting Clause Document or if PanAmSat shall
fail to release any Lien affecting the Collateral Security that it is required
to release by the terms of this Agreement, Agent, upon five days' notice to
PanAmSat, and without waiving or releasing any obligation or default, may (but
shall be under no obligation to) at any time thereafter make such payment or
perform such act for the account and at the expense of PanAmSat and may take all
such action with respect thereto as, in Agent's opinion, may be necessary or
appropriate therefor. All sums so paid by Agent and all costs and expenses
(including without limitation legal fees and expenses) so incurred, together
with interest thereon at the Overdue Rate from the date of written demand of
payment, shall constitute additional indebtedness secured by this Agreement and
shall be paid by PanAmSat to Agent on demand.


                                       33
<PAGE>


              7.16 Remedies, Etc., Cumulative. Each right, power and remedy of
Agent or any Loan Participant provided for in this Agreement or now or hereafter
existing at law or in equity or by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy
provided for in this Agreement or now or hereafter existing at law or in equity
or by statute or otherwise, and the exercise or beginning of the exercise by
Agent or such Loan Participant of any one or more of the rights, powers or
remedies provided for in this Agreement or now or hereafter existing at law or
in equity or by statute or otherwise, or the exercise of any such right, power
or remedy with respect to any part of the Collateral Security by Agent, shall
not preclude the simultaneous or later exercise by Agent or such Loan
Participant of any or all such other rights, powers or remedies, or the
simultaneous or later exercise by Agent of any such right, power or remedy with
respect to any other part of the Collateral Security.

              7.17 Quiet Enjoyment.

                   (a) Notwithstanding any other provision of this Agreement, or
the timing of entering into any Use Agreements and Occasional Use Service
Contracts, neither Agent nor any Noteholder shall, whether or not an Event of
Default shall have occurred and be continuing, take any action that would
interfere with any User under any Use Agreement or Occasional Use Service
Contract, and such Users' right to quiet and peaceful possession and use or
nonuse of the Transponders thereunder, except in accordance with the express
provisions of such Use Agreement or Occasional Use Service Contract, as
applicable, and any sale or foreclosure or exercising of any remedy by Agent
shall be subject to such Use Agreement or Occasional Use Service Contract, as
applicable (including the terms thereof applicable to defaults thereunder).

                   (b) Use Agreements. So long as no Bankruptcy Default or Event
of Default shall have occurred and be continuing, PanAmSat may, without the
consent of or prior notice to Agent, lease, sublease, license, enter into short
term or long term service contracts with any Person (including, without
limitation, to a "tax-exempt" entity as defined in Section 168(h) of the Code),
transfer Control of, or permit any such Person (including, without limitation,
to a "tax-exempt" entity as defined in Section 168(h) of the Code) to use all or
any part of any Transponder or Transponders (collectively, the "Use Agreements";
such Use Agreements not including for the purposes of Sections 7.17(b)(i) and
7.17(b)(iv) any occasional use service contract for the provision of part-time,
occasional use transponder capacity on available Ku-band or C-band transponders
on satellites, including the Satellite, owned or operated by PanAmSat or any
Affiliate thereof (an "Occasional Use Service Contract")), on and subject to the
following terms and conditions:

              (i) except as otherwise provided in Section 7.17(c), such Use
     Agreements shall expressly provide that the rights of any sublessee,
     assignee, user or operator thereunder (collectively, "User") are subject
     and subordinate to all the terms and conditions of this Agreement,
     including, without limitation, Agent's right to repossess any Transponder
     and terminate such Use Agreements upon the occurrence of an Event of
     Default, except that any Use Agreement with a term of one year or less
     shall not be required to be so subject and subordinate;


                                       34
<PAGE>


              (ii) PanAmSat shall remain primarily liable to the Loan
     Participants for the performance of all the terms of this Agreement to the
     same extent as if such Use Agreements had not occurred;

              (iii) the terms and conditions of such Use Agreements shall not be
     in violation of Applicable Law; and

              (iv) except as otherwise provided in Section 7.17(c), such Use
     Agreements shall prohibit the User from entering into any Further Use
     Agreements without obtaining (x) the written consent of PanAmSat and (y) an
     agreement by any such User further transferring its rights to comply with
     the terms and conditions of this Section 7.17(b).

              Subject to the provisions of this Section 7.17(b) and the Hughes
Agreements, PanAmSat may render any communications service, so long as the
foregoing provisions of this Section 7.17(b) shall apply, and PanAmSat or any
Affiliate thereof may provide Transponder or Transponders capacity by PanAmSat
or any Affiliate of PanAmSat to any of their respective customers in the
ordinary course of their respective businesses; provided that no rendering of
any such communications service or the providing of Transponder or Transponders
capacity, and neither the entering into or performing of any agreement related
thereto, shall operate to reduce, excuse or in any way affect the obligations of
PanAmSat hereunder and under the other Operative Documents or the Hughes
Agreements to which it is a party; and as to which PanAmSat will remain
primarily liable.

                   (c) GLA Sublease. Notwithstanding any provision of Sections
7.17(b) to the contrary, at PanAmSat's election, clauses (i) and (iv) of Section
7.17(b) shall not apply to the GLA Sublease, the GLA Sublease shall not be
subject and subordinate to this Agreement (and may contain a provision granting
quiet enjoyment to GLA (and its successors and permitted assigns) under the GLA
Sublease during the term thereof), if and so long as:

              (i) the rental payments provided for the Transponders under the
     GLA Sublease were determined by HCG (as predecessor-in-interest to
     PanAmSat), at the time the GLA Sublease was entered into, in good faith,
     after consultation with an independent third party to represent the then
     fair market value to HCG of the lease of such Transponders; and such
     determination by HCG shall have been conclusive as to such market value;

              (ii) effective upon the occurrence of an Event of Default, the GLA
     Sublease is collaterally assigned by PanAmSat to Agent as additional
     Collateral Security within ten days after the occurrence of such Event of
     Default (and the original copy of the GLA Sublease is delivered by PanAmSat
     or GLA to Agent during said ten-day period, provided that the GLA Sublease
     being "Proprietary Information" within the meaning of Section 16.02 of the
     Participation Agreement, Agent shall hold it subject to the confidentiality
     requirements of Section 16.01 of the Participation Agreement); and

              (iii) at the effective time of such assignment, (A) GLA is not in
     default of its obligations under the GLA Sublease and (B) either the
     creditworthiness of GLA (or its applicable successor or assign) is
     reasonably satisfactory to a Majority In Interest of


                                       35
<PAGE>


     Noteholders or GLA (or its applicable successor or assign) secures
     a letter of credit for the benefit of PanAmSat, which letter of credit is
     collaterally assigned by PanAmSat to Agent as additional Collateral
     Security, and is in an amount and on terms and conditions reasonably
     satisfactory to a Majority In Interest of Noteholders.

              PanAmSat agrees that it shall take any and all actions reasonably
requested by Agent to cause the collateral assignments to Agent contemplated by
clauses (ii) and (iii)(B) above to be timely effected in a manner reasonably
satisfactory to Agent.

              Except as specifically provided in this Section 7.17(c), PanAmSat
shall not have any obligation to assign the User Agreements to Agent.

              7.18 Waiver of Existing Defaults. A Majority In Interest of
Noteholders by notice to Agent may waive on behalf of all of the Loan
Participants an existing Loan Default or Loan Event of Default and its
consequences except (i) a Loan Default or Loan Event of Default in the payment
of the principal of or interest on any Note or any other amount due with respect
thereto hereunder or (ii) in respect of a covenant or provision hereof which
pursuant to Section 13.1 cannot be amended or modified without the consent of
each Loan Participant.

              7.19 No Waiver of Certain Obligations. Nothing in this Section 7
shall be deemed a waiver by PanAmSat of any obligation of Agent under Applicable
Laws relating to the protection and preservation of the value of any property
included in the Collateral Security.

              7.20 Obligations of Agent Upon Exercise of Rights. (a) Immediately
upon Agent's taking or obtaining "Control") (as defined in Section 7.20(e)), in
any manner and for any reason whatsoever, of any Transponder, Agent (1) shall
give notice thereof to PanAmSat and (2) whether or not such notice shall have
been given, shall be liable and obligated for the performance of, and shall
automatically be deemed to have assumed, all the "Transponder Obligations" (as
defined in Section 7.20(e)) that shall originally arise on or after the time
Agent so takes or obtains Control, to the same extent as if Agent were named as
Buyer in the Purchase Agreement and as Owner in the Service Agreement. Agent
agrees that from and after the time that it takes or obtains Control of any
Transponder, it shall be and shall remain liable to PanAmSat for any and all
breaches by it of the Transponder Obligations or other terms or conditions of
the Purchase Agreement or the Service Agreement with respect to such
Transponder(s) originally arising at or after the time that it takes or obtains
Control. From and after the time Agent takes or obtains Control as described in
this Section 7.20(a), PanAmSat will not have any obligation to perform any
Transponder Obligation that shall originally arise at or after the time Agent
takes or obtains Control; provided, however, that, without diminishing the
liabilities or obligations of PanAmSat under the provisions of this Agreement or
any of the Notes, nothing contained in this Section 7.20(a) shall be construed
so as to decrease PanAmSat's liability and obligation with respect to, or
relieve PanAmSat from any liability or obligation with respect to, the
Transponder Obligations originally arising at any time PanAmSat has Control as
provided herein.

                   (b) PanAmSat, in its capacity as Seller and Contractor,
agrees to perform their respective obligations under the Purchase Agreement and
the Service Agreement to and for the benefit of Agent after Agent has provided
notice that it has taken or obtained Control.


                                       36
<PAGE>


                   (c) Prior to the time that Agent takes or obtains Control (in
any manner and for any reason whatsoever), Agent shall not be authorized to
exercise any of the "Transponder Rights" (as defined in Section 7.20(e)) and
shall not have assumed any of the Transponder Obligations. PanAmSat acknowledges
and agrees that references to Agent and the Noteholders in this Section 7.20
shall not give rise to any implication or inference that either Agent or the
Noteholders are authorized to exercise any of the Transponder Rights or have
assumed any of the Transponder Obligations prior to the time Agent takes or
obtains Control (in any manner and for any reason whatsoever).

                   (d) If (i) Agent assigns its rights to a third party in
compliance with the provisions of this Agreement, the other Operative Documents
and the Hughes Agreements, or (ii) the Transponders are sold to a third party
pursuant to an exercise of rights or remedies by Agent and in compliance with
the provisions of this Agreement, the other Operative Documents and the Hughes
Agreements (in all such cases, such third party is referred to as a "Third Party
Buyer"), then, upon its execution of this Agreement (or the substantive
equivalent hereof), any other applicable Operative Document (or the substantive
equivalent thereof) and any applicable Hughes Agreements (or the substantive
equivalent thereof), such Third Party Buyer shall have the same rights and
obligations as if the Third Party Buyer was Agent hereunder.

                   (e) For purposes of this Section 7.20:

                        (i) "Transponder Obligations" means the duties and
     obligations of "Buyer" under the Purchase Agreement with respect to the
     Transponders and the duties and obligations of "Owner" under the Service
     Agreement with respect to the Transponders;

                        (ii) "Transponder Rights" means the rights of "Buyer"
     under the Purchase Agreement with respect to the Transponders and the
     rights of "Owner" under the Service Agreement with respect to the
     Transponders; and

                        (iii) "Control" shall mean the legal right to access a
     Transponder acquired by a Person pursuant to this Agreement (or any
     Transfer of rights derived therefrom).


SECTION 8.          No Assumption of Obligations Under Assigned Documents.

              No action or inaction on the part of PanAmSat shall adversely
affect or limit in any way the rights of Agent or any Loan Participant under
this Agreement.


SECTION 9.          The Agent.

              9.1 Appointment. Each Loan Participant hereby irrevocably
designates and appoints Chase as the Agent of such Loan Participant under this
Agreement and the other Operative Documents and the Hughes Agreements, and each
such Loan Participant irrevocably authorizes Chase, as Agent for such Loan
Participant, to take such action on its behalf under the provisions of this
Agreement and the other Operative Documents and the Hughes Agreements and to
exercise such powers and perform such duties as are expressly delegated to Agent
by the terms of this Agreement


                                       37
<PAGE>


and the other Operative Documents and the Hughes Agreements, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement, Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Loan Participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against Agent.

              9.2 Delegation of Duties. Agent may execute any of its duties
under this Agreement and the other Operative Documents and the Hughes Agreements
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

              9.3 Exculpatory Provisions. Neither Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be (i)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection with this Agreement or any other Operative Document or
Hughes Agreement (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Loan
Participants for any recitals, statements, representations or warranties made by
PanAmSat or any officer thereof contained in this Agreement or any other
Operative Document or Hughes Agreement or in any certificate, report, statement
or other document referred to or provided for in, or received by Agent under or
in connection with, this Agreement or any other Operative Document or Hughes
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Operative Document or Hughes
Agreement or for any failure of PanAmSat to perform its obligations hereunder or
thereunder. Agent shall not be under any obligation to any Loan Participant to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Operative
Documents or Hughes Agreements, or to inspect the properties, books or records
of PanAmSat.

              9.4 Reliance by Agent. Agent shall be entitled to rely, and shall
be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to PanAmSat), independent accountants and other experts
selected by Agent. Agent may treat the payee of any Note as the owner thereof
for all purposes unless the assignment or transfer thereof shall have been
recorded in the Register. Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Operative Document or
Hughes Agreement unless it shall first receive such advice or concurrence of a
Majority In Interest of Noteholders as it deems appropriate or it shall first be
indemnified to its satisfaction by the Loan Participants against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement and the other
Operative Documents and Hughes Agreements in accordance with a request of a
Majority In Interest of Noteholders (unless the consent of all of the Loan
Participants is specifically required pursuant to any

                                       38

<PAGE>


provision of this Agreement), and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Loan Participants and all
future holders of the Loans.

              9.5 Notice of Default. Agent shall not be deemed to have knowledge
or notice of the occurrence of any Loan Default or Loan Event of Default, other
than under Section 6(a), unless Agent has Actual Knowledge thereof. In the event
that Agent has such Actual Knowledge, Agent shall promptly give notice thereof
to the Loan Participants. Agent shall take such action with respect to such Loan
Default or Loan Event of Default as shall be reasonably directed by a Majority
in Interest of Noteholders; provided that unless and until Agent shall have
received such directions, Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Loan Default or
Loan Event of Default as it shall deem advisable in the best interests of the
Loan Participants.

              9.6 Non-Reliance on Agent and Other Loan Participants. Each Loan
Participant expressly acknowledges that neither Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by Agent hereinafter taken,
including any review of the affairs of PanAmSat or any other Person, shall be
deemed to constitute any representation or warranty by Agent to any Loan
Participant. Each Loan Participant represents to Agent that it has,
independently and without reliance upon Agent or any other Loan Participant, and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of PanAmSat and all other
relevant Persons and made its own decision to make its Loans hereunder and enter
into this Agreement and the Participation Agreement. Each Loan Participant also
represents that it will, independently and without reliance upon Agent or any
other Loan Participant, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of PanAmSat and other relevant Persons. Except for notices,
reports and other documents expressly required to be furnished to Loan
Participants by Agent hereunder, Agent shall not have any duty or responsibility
to provide any Loan Participant with any credit or other information concerning
the business, operations, property, condition (financial or otherwise),
prospects or creditworthiness of PanAmSat or any other Person which may come
into the possession of Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

              9.7 Indemnification. The Loan Participants agree to indemnify
Agent in its capacity as such (to the extent not reimbursed by PanAmSat and
without limiting the obligation of PanAmSat to do so), ratably according to
their respective outstanding Loans in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Loans shall have been paid in full, ratably in
accordance with the respective amounts of their Loans outstanding immediately
prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Notes) be imposed on,
incurred by or asserted against Agent in any way relating to or arising out of
this Agreement, any of the other Operative Documents or any Hughes Agreement or
any documents


                                       39
<PAGE>


contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by Agent under or
in connection with any of the foregoing; provided that no Loan Participant shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from Agent's gross negligence or willful
misconduct. The agreements in this Section shall survive the payment of the
Notes and all other amounts payable hereunder.

              9.8 Agent in Its Individual Capacity. Agent and its Affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with PanAmSat as though Agent were not the Agent hereunder. With respect to its
Loans made or renewed by it, Agent shall have the same rights and powers under
this Agreement and the other Operative Documents and Hughes Agreements as any
Loan Participant and may exercise the same as though it were not the Agent, and
the terms "Loan Participant" and "Loan Participants" shall include Agent in its
individual capacity.

              9.9 Successor Agent. Agent may resign as Agent upon 30 days'
notice to each Loan Participant and PanAmSat, such resignation to be effective
upon the acceptance of appointment of a successor agent. If Agent shall resign
as Agent under this Agreement, then PanAmSat (unless a Loan Event of Default
shall have occurred and be continuing) or (if such a Loan Event of Default shall
have occurred and be continuing) a Majority In Interest of the Noteholders shall
appoint from among the Loan Participants a successor agent for Loan
Participants, which successor agent must be reasonably satisfactory to PanAmSat,
whereupon such successor agent shall succeed to the rights, powers and duties of
Agent, and the term "Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Agent's rights, powers and duties as
Agent shall be terminated, without any other or further act or deed on the part
of such former Agent or any of the parties to this Agreement or any holders of
the Notes. If a successor agent shall not have accepted appointment within 30
calendar days after such notice of resignation, Agent, PanAmSat or any Loan
Participant may apply to any court of competent jurisdiction to appoint a
successor agent to act until such time, if any, as a successor agent shall have
been appointed as above provided. The successor agent so appointed by such court
shall immediately and without further act be superseded by any successor agent
appointed as above provided within one year from the date of the appointment by
such court. After any retiring Agent's resignation as Agent, the provisions of
this Section shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent under this Agreement and the other Operative
Documents and Hughes Agreements.

              9.10 Funds May Be Held by Agent. Any moneys held by Agent
hereunder as part of the Collateral Security shall, until paid out by Agent as
herein provided, be held by Agent in a collateral account for the purposes for
which held and Agent shall not have any liability for interest upon any such
moneys, and such monies need not be invested or reinvested except as provided in
the following paragraph.

              Any monies held by Agent pursuant to this Section 9.10 shall be
invested by Agent from time to time (unless the costs of such investment would
exceed the gains reasonably anticipated therefrom) in obligations of, or fully
secured by, the United States government maturing in not more than 30 days;
provided, however, that if PanAmSat shall have so requested Agent in writing and
no Loan Event of Default shall have occurred and be continuing Agent shall
invest such monies as directed by PanAmSat in (a) marketable direct obligations
of the United States of America or


                                       40
<PAGE>


marketable obligations directly guaranteed by the United States of America
maturing, in each case, not later than one year from the date of acquisition
thereof, (b) repurchase obligations maturing not later than one year from the
date of acquisition thereof in respect of obligations of the nature referred to
in clause (a) of this paragraph issued by any Loan Participant, or any other
commercial bank organized and existing under the laws of the United States of
America or any state thereof, in either case having combined capital, surplus
and undivided profits of not less than $100,000,000, (c) certificates of deposit
and bankers' acceptances issued by any Loan Participant, or by any other
commercial banks organized and existing under the laws of the United States of
America or any state thereof, in either case having combined capital, surplus
and undivided profits of not less than $100,000,000 and (d) commercial paper not
issued by PanAmSat or any Affiliate thereof and rated A-1 by Standard & Poor's
and P-1 by Moody's, if (in any such case specified above in this proviso) Agent
shall have received a written agreement of PanAmSat satisfactory to Agent that
PanAmSat will be personally liable for and will pay to Agent on demand an amount
equal to any expense or loss (including any loss on such investment) incurred in
connection with any investment of funds pursuant to this proviso. Any income
realized as a result of any investment pursuant to this Section 9.10 shall be
held and applied by Agent in the same manner as the payments held by Agent
pursuant to Section 5, and Agent shall have no liability for any loss resulting
from any such investment. Any such investment may be sold (without regard to
maturity date or gain or loss on such sale) by Agent whenever necessary to make
any distribution required by Section 5.

              9.11 Representations and Warranties. AGENT MAKES NO REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, VALUE, CONDITION, QUALITY,
DESIGN, COMPLIANCE WITH SPECIFICATIONS, OPERATION, DURABILITY, MERCHANTABILITY
OR FITNESS FOR USE OR PURPOSE OF ANY OF THE TRANSPONDERS OR ANY PART THEREOF, OR
ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY OF THE TRANSPONDERS OR ANY PART THEREOF, OR OTHERWISE WITH
RESPECT THERETO. Agent makes no representation or warranty as to the
sufficiency, validity, legality or enforceability of any Operative Document or
Hughes Agreement or as to the correctness of any statement contained in any
thereof, except as expressly set forth in the Participation Agreement. Agent
makes no representation as to the value or condition of the Collateral Security
or any part thereof, or as to the title thereto or as to the security afforded
thereby or hereby, or as to the validity or genuineness of any securities at any
time pledged and deposited with Agent hereunder. Nothing in this Section 9.11
shall affect any representation or warranty made by Agent pursuant to Section
4.06 of the Participation Agreement.

              9.12 Action upon Payment of Notes or Transfer of Transponders. (a)
Upon termination of this Agreement pursuant to Section 10, Agent shall execute
and deliver to, or as directed in writing by, PanAmSat an appropriate instrument
(in due form for recording, if necessary, prepared by PanAmSat) releasing the
Transponders from the Lien of this Agreement and reassigning all estate, right,
title and interest of Agent to PanAmSat in and to the other Granting Clause
Documents and releasing any other property or rights subject to this Agreement.

                   (b) In the case of any transfer or other disposition of any
of the Transponders pursuant to Section 2.10(a) (excluding a transfer or other
disposition in connection with



                                       41
<PAGE>


the substitution of a Transponder to which Section 15(b) of this Agreement
applies) Agent shall, upon the written request of, and at the expense of,
PanAmSat, execute and deliver to, or as directed in writing by, PanAmSat an
appropriate instrument (in due form for recording, if necessary, prepared by or
on behalf of PanAmSat), releasing the Transponder or Transponders then being
transferred or otherwise disposed of from the Lien of this Agreement, provided
that concurrently with or prior to any such release under this Section 9.12(b),
the principal of, and interest on, all of the Notes and all other Secured
Obligations theretofore or then due and payable with respect to the Notes as set
forth herein related to the Transponder or Transponders being disposed of shall
first have been paid in full.

              9.13 Certain Notices by Agent. In the event Agent shall have
Actual Knowledge of a Loan Event of Default, it shall give prompt notice of such
Loan Event of Default to PanAmSat by written notice sent in the manner provided
in Section 14, which notice shall set forth in reasonable detail the
circumstances known to it with respect to such Loan Event of Default; provided,
however, that, for all purposes hereof, in the absence of Actual Knowledge,
Agent shall not be deemed to have knowledge of, and shall have no obligation to
take any action as a consequence of, the existence of any Loan Event of Default;
and provided, further, however, that the failure of Agent to give any such
notice to PanAmSat under this Section 9.13 shall not in any way affect the
validity of any action taken by Agent or any Loan Participant pursuant to the
exercise of any of the remedies provided in Section 7.


SECTION 10.         Termination of Agreement.

              This Agreement and the Lien created hereby shall terminate and
this Agreement shall be of no further force or effect upon the earlier of (a)
payment in full of the principal of and interest on all of the Loans and all
other Secured Obligations theretofore or then due and payable to Agent and to
the Loan Participants hereunder and under the Notes and (b) the sale or other
final disposition by Agent or PanAmSat, as the case may be, of all of the
Collateral Security and the final distribution by Agent of all moneys or other
property or proceeds constituting the Collateral Security in accordance with the
terms of Section 5.

              Upon such payment in full of all amounts referred in clause (a)
above, Agent shall pay all monies or other properties or proceeds constituting
part of the Collateral Security, if any (the distribution of which is not
otherwise provided for herein), to PanAmSat.

              Upon the termination of this Agreement, PanAmSat and Agent shall
each promptly execute and deliver such releases, notices or other documents as
the other party may reasonably request for the purpose of evidencing such
termination.


SECTION 11.         Additional Security.

              Without notice to or consent of PanAmSat, and without impairment
of the Lien and rights created by this Agreement, Agent may accept (but PanAmSat
shall not be obligated to furnish or cause to be furnished) additional security
for the Loans at the time outstanding. Neither the giving of this Agreement nor
the acceptance of any such additional security nor the invalidity or
ineffectiveness


                                       42
<PAGE>


of any security shall prevent Agent from resorting, first, to such additional
security, or first, to the security created by this Agreement, in any case
without affecting the Lien of this Agreement.


SECTION 12.         Assigned Agreements.

              PanAmSat will not amend, waive or otherwise modify any Granting
Clause Document except with the written concurrence of Agent unless otherwise
expressly permitted by Sections 13.


SECTION 13.         Amendments and Supplements to Agreement and Other Documents.

              The provisions of this Section 13 shall apply notwithstanding any
provision to the contrary in this Agreement, including the Granting Clause:

              13.1 Supplements and Amendments with Consent. At any time and from
time to time (a) but only upon the written request of PanAmSat and with the
written consent of a Majority In Interest of Noteholders and subject to the
provisions of Sections 13.2 and 13.3, Agent shall enter into a Loan Agreement
Supplement with PanAmSat, for the purpose of adding provisions hereto or
eliminating, changing or otherwise modifying provisions hereof, or waive
compliance with any provisions hereof, as may be specified in such request, and
(b) but only upon written request of a Majority In Interest of Noteholders and
with the written consent of PanAmSat, Agent shall enter into or consent to, as
the case may be, a supplement or amendment to any Granting Clause Document or
(with respect to any amendment, waiver or other modification thereof binding on
Agent) the Participation Agreement for the purpose of adding provisions thereto
or eliminating, changing or otherwise modifying the provisions thereof, or waive
compliance with any provisions thereof, as may be specified in such request and,
in the case of any such supplement or amendment, as the respective parties
thereto may agree; provided, however, that without the consent of each Loan
Participant, no such agreement supplemental to this agreement, or supplement or
amendment to any of the documents referred to in the preceding clause (b) and no
such waiver of compliance with any of the provisions hereof or thereof, shall

                   (i) modify any of the provisions of this Section 13.1 or of
     Section 4, 5, 6, 7 or 13.2 or the definitions of the terms "Break Funding
     Costs", "Excepted Payments", "Loan Default", "Loan Event of Default"
     (except to add additional Loan Events of Default), "Event of Loss" (except
     to add additional Events of Loss), or "Majority In Interest of
     Noteholders", contained herein or in Appendix A to the Participation
     Agreement and as applicable hereto and to the other Granting Clause
     Documents, or the percentage of holders of Notes required to take or
     approve any action hereunder;

                   (ii) unless permitted by Section 13.2(iv), change the amount
     or the time of payment of any amount owing in respect of any Note or change
     the rate of interest payable in respect of any Note,


                                       43
<PAGE>


                   (iii) alter or modify the provisions of Section 5 with
     respect to the manner of payment or the order of priorities in which
     applications or distributions thereunder shall be made,

                   (iv) reduce, modify or amend any indemnities in favor of any
     Loan Participant, the Collateral Security, PanAmSat or Agent (unless
     consented to by such Person), or

                   (v) reduce the amount or change the time of payment of any
     payments (other than Excepted Payments) in respect of the Transponders as
     set forth in this Agreement or in any Granting Clause Document.

              Notwithstanding the foregoing, without the consent of each Loan
Participant, no such Loan Agreement Supplement or waiver of compliance with the
provisions hereof or any other instrument shall permit the creation of any Lien
on the Collateral Security or any part thereof, except as herein expressly
permitted, or deprive any Loan Participant of the benefit of the Lien of this
Agreement on the Collateral Security enjoyed by such Loan Participant
immediately prior thereto, except as herein expressly permitted. Notwithstanding
the foregoing terms of this Section 13.1, but subject to the proviso to the
first sentence of this Section 13.1, PanAmSat may at any time and from time to
time, without the consent of Agent or any Loan Participant,

                   (i) so long as no Loan Event of Default shall have occurred
     and be continuing, enter into any agreement with Seller and/or Contractor
     amending, waiving or otherwise modifying the Purchase Agreement or the
     Service Agreement, provided that such amendment, waiver or other
     modification shall only amend, waive or otherwise modify any provision of
     the Purchase Agreement or the Service Agreement provided that the interests
     of the Loan Participants and Agent shall not be adversely affected thereby,
     or the definition of any term herein or in Appendix A to the Participation
     Agreement as used in any of the foregoing provisions subject to the
     applicable limitations set forth above, or

                   (ii) whether or not a Loan Event of Default shall have
     occurred and be continuing (and with respect to clause (E) below, with the
     consent of Agent), enter into any agreement with Seller and/or Contractor
     amending, waiving or otherwise modifying the Purchase Agreement or the
     Service Agreement, provided that any such amendment, waiver or other
     modification:

                        (A) shall only amend, waive or otherwise modify one or
         more of Section 2.1 and Appendices A and B to the Purchase Agreement
         (to amplify or expand the description of the property sold and conveyed
         pursuant to said Section 2.1, or Section 6 to the Purchase Agreement
         (with respect to the representations, warranties or agreements of the
         Buyer), or the definitions of any term in Appendix A to the
         Participation Agreement as used in any of the foregoing provisions, or

                        (B) shall only amend, waive or otherwise modify the
         provisions of the Guarantee Agreement relating to Excepted Payments, or


                                       44
<PAGE>


                        (C) shall only amend, waive or otherwise modify any of
         said agreements in order to cure any ambiguity or to correct or
         supplement any provisions thereof which may be inconsistent with any
         other provision thereof or of any provision of this Agreement, or to
         make any other provision with respect to matters or questions arising
         thereunder or under this Agreement which shall not be inconsistent with
         the provisions of this Agreement, provided the making of any such
         amendment, waiver, modification or other provision shall not adversely
         affect the interests of the Loan Participants.

Agent will not effect any waiver or amendment of any provision of this Agreement
or any Note pursuant to this Section 13.1 requiring the consent of each Loan
Participant unless each Loan Participant (irrespective of the amount of Note
owned by it), shall be informed thereof by Agent and shall be afforded the
opportunity to consider the same and shall be supplied by Agent with sufficient
information to enable it to make an informed decision with respect thereto.

              13.2 Loan Agreement Supplement etc. Without Consent. Without the
consent of any of the Loan Participants, at any time and from time to time, upon
the request of PanAmSat and subject to the provisions of Section 13.3, Agent
shall join with PanAmSat in entering into further Loan Agreement Supplements,
for one or more of the following purposes:

                   (i) to evidence the succession of a new agent as Agent
hereunder, in each case if done pursuant to the provisions of Section 9;

                   (ii) to subject to the Lien of this Agreement any additional
property;

                   (iii) to evidence the substitution of a Transponder with a
Replacement Transponder in compliance with Sections 2.10(a) or 18(e) and to
subject the related Additional Documents to the Lien of this Agreement;

                   (iv) to adjust the amortization schedule of any Note or Notes
in accordance with Article XIII of the Participation Agreement but subject to
compliance with the provisions of paragraphs (b) and (c) of Section 2.2;

                   (v) to cure any ambiguity or to correct or supplement any
provision herein that is inconsistent with any other provision herein, or to
make any other provisions with respect to matters arising under this Agreement
that shall not adversely affect the interests of the Loan Participants; or

                   (vi) to include on the Notes any legend as may be required by
law.

              13.3 Agent Protected. If any document required to be executed
pursuant to the terms of Section 13.1 or 13.2 shall adversely affect any
interest, right, duty, immunity or indemnity in favor of Agent under any
Operative Document or Hughes Agreement, Agent may in its discretion decline to
execute such document unless indemnified to its reasonable satisfaction. In
executing any document otherwise required to be executed by it pursuant to the
terms of Section 13.1 or 13.2, Agent



                                       45
<PAGE>


shall be entitled to receive, and shall be fully protected in relying on, an
Opinion of Counsel reasonably satisfactory to it that the execution of such
document is authorized or permitted by this Agreement.

              13.4 Form of Request. It shall not be necessary for any written
request of a Majority In Interest of Noteholders furnished pursuant to Section
13.1 to specify the particular form of the proposed documents to be executed
pursuant to that Section, but it shall be sufficient if such request shall
indicate the substance thereof.

              13.5 Documents Mailed to Holder. Promptly after the execution by
PanAmSat and Agent of any document entered into pursuant to Section 13.1 or
13.2, Agent shall mail, by first-class registered or certified mail, postage
prepaid, or any other manner specified herein pursuant to Section 14, a
conformed copy of each such document to each Loan Participant, and if the
consent of a Majority In Interest of Noteholders is required in connection with
the execution of such document, copies of the document proposed to be executed
shall be so mailed or otherwise delivered to each Loan Participant at least
three Business Days prior to the execution thereof.


SECTION 14.         Notices, Etc.

                   Unless otherwise expressly specified or permitted by the
terms hereof, all notices and other communications hereunder shall be given and
be effective as provided in Section 16.03 of the Participation Agreement.


SECTION 15.         After-Acquired Property and Substitution.

                        (a) After-Acquired Property. All property acquired by
PanAmSat after the date hereof, which by the terms hereof is required or
intended to be required to be subjected to the Lien of this Agreement, shall,
immediately upon the acquisition thereof by PanAmSat and without further
mortgage, conveyance or assignment, become subject to the Lien of this Agreement
as fully as though now owned by PanAmSat and specifically described herein.
Nevertheless, PanAmSat will do all such further acts and execute, acknowledge
and deliver supplements and all such further conveyances, financing statements
and assurances as Agent may deem necessary effectively to subject such
after-acquired property to the Lien of this Agreement.

                        (b) Substitution. If at any time PanAmSat elects
pursuant to Section 18(e) to substitute a Replacement Transponder for any
Transponder or pursuant to Section 2.10(a) to substitute a Replacement
Transponder for any Transponder that has suffered an Event of Loss, or Seller is
required pursuant to Section 8.1 of the Purchase Agreement to substitute a
Transponder Spare for a failed Transponder Spare and in the case of a
substitution pursuant to Section 18(e) or Section 2.10(a), PanAmSat shall have
fulfilled the conditions specified in such Section 18(e) or Section 2.10(a), as
the case may be, as in effect on the date hereof (together with any additional
or more stringent conditions imposed on PanAmSat in any amendments to such
Section 18(e) or Section 2.10(a), as the case may be, subsequent to the date
hereof), then Agent shall, subject to compliance in full with the provisions of
this Section 15(b) and upon the written request of, and at the expense of,
PanAmSat (but in the case of Sections 18(e) or 2.10(a), only if no Bankruptcy
Default shall have occurred and be


                                       46
<PAGE>


continuing) execute and deliver to, or as directed in writing by, PanAmSat an
appropriate instrument (in due form for recording, if necessary, prepared by or
on behalf of PanAmSat), releasing the Transponder or Transponders then being
substituted from the Lien of this Agreement. A financing statement or statements
with respect to any Replacement Transponder and the related Additional Documents
shall be filed in such place or places as may be necessary or advisable and all
other action as may be necessary or advisable in order to perfect the security
interest therein created by or pursuant to this Agreement shall be taken and
PanAmSat shall cause to be delivered to Agent an Opinion of Counsel with respect
to the perfection thereof (to the extent that a security interest in a
Transponder may be perfected) similar to the opinion with respect to perfection
delivered on the Commencement Date pursuant to Section 3.01(o) of the
Participation Agreement. PanAmSat shall deliver a Loan Agreement Supplement to
Agent subjecting the Replacement Transponder and the related Additional
Documents to the Lien of this Agreement. In such event, all provisions of this
Agreement relating to the Transponder being replaced and the documents
corresponding to the Additional Documents related thereto shall be applicable to
such Replacement Transponder and the related Additional Documents with the same
force and effect as if such Replacement Transponder was the same Transponder as
the Transponder being replaced and the related Additional Documents being
replaced thereby.


SECTION 16.         Terms Subject to Applicable Law; Governing Law.

         All rights, powers and remedies provided herein may be exercised only
to the extent that the exercise thereof does not violate any Applicable Laws,
and are intended to be limited to the extent necessary so that they will not
render this Agreement or the Notes invalid, unenforceable or not entitled to be
recorded, registered or filed under any Applicable Laws, and the validity of
other terms of this Agreement or any other application of such terms shall in no
way be affected thereby. Where, however, the provisions of Applicable Laws may
be waived, they are hereby waived by PanAmSat to the full extent permitted by
law, to the end that this Agreement shall be a valid and binding agreement
enforceable in accordance with its terms. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.


SECTION 17.    Agreement and Security Agreement with Respect to Personal
Property.

         To the extent permitted by Applicable Laws, with respect to the
personal property herein described, this Agreement shall constitute a security
agreement and, cumulative of all other rights of Agent hereunder, Agent shall
have for the benefit of the Loan Participants, all of the rights conferred upon
secured parties by the provisions of any applicable Uniform Commercial Code
("UCC") or other similar legislation. Subject to any restrictions herein
expressly contained, Agent may exercise for the benefit of the Loan
Participants, any of or all the remedies of a secured party available to a
secured party under the applicable provisions of the UCC or other similar
legislation with respect to such personal property and PanAmSat agrees that if,
upon a Loan Event of Default, Agent should proceed to dispose of or utilize such
personal property in accordance with the provisions of any applicable UCC, ten
days' notice by Agent to PanAmSat shall be deemed to be reasonable notice under
any provision of the UCC requiring such notice. For all purposes of this
Agreement, the terms "Lien of this Agreement," "Lien hereof," "Lien created
hereby" or words of similar import shall, unless the


                                       47
<PAGE>


context otherwise requires, be deemed to include reference to the security
interest granted to Agent under this Agreement.


SECTION 18.         Operation; Maintenance; Compliance with Law; Location
                     of Satellite; Substitution of Transponders.

                        (a) Operation. PanAmSat shall observe and perform each
     and every obligation (and shall exercise all rights where failure to do so
     would have a material adverse effect on Agent's interest in the
     Transponders as Collateral Security hereunder) of Buyer under the Purchase
     Agreement and Owner under the Service Agreement to the extent the same
     relate to such Transponder, and shall keep the same in full force and
     effect. PanAmSat shall not use any Transponder, so long as any obligations
     under this Agreement remain outstanding, or authorize any third party to
     use such Transponder in breach of the Purchase Agreement, the Service
     Agreement or any Applicable Laws applicable to PanAmSat, such third party
     or such Transponder (in each case, other than Applicable Laws as to which
     noncompliance would not have an Adverse Effect), or in violation of any
     authorization relating to such Transponder or the Satellite or PanAmSat
     issued by any Governmental Authority having jurisdiction over such
     Transponder, the Satellite or PanAmSat other than (i) any provision of such
     Applicable Law, authorization or insurance as to which noncompliance would
     not have an Adverse Effect or (ii) unless the validity of such Applicable
     Law or authorization is being contested in good faith and by appropriate
     proceedings (but only so long as such proceedings do not involve any risk
     of civil or criminal liability to Agent, and do not involve any material
     danger of the sale, forfeiture, loss or diminution in value of such
     Transponder or the rights or interests of Agent under any Hughes Agreement
     or any Operative Document and adequate reserves with respect thereto shall
     have been established in accordance with GAAP). As used herein, "Adverse
     Effect" shall mean that which would materially adversely affect the
     business, operations or properties of Guarantor on a consolidated basis or
     involve any material danger (x) of the loss of any FCC authorization to
     operate the Satellite or maintain it in the orbital location permitted by
     Section 18(d), (y) of any material adverse effect on the ability of
     PanAmSat to perform its obligations hereunder and under the Purchase
     Agreement or of the sale, forfeiture, loss or diminution in value of any
     Transponder, or (z) of the imposition of criminal or civil liability on any
     Loan Participant or Agent.

                        (b) Maintenance. PanAmSat hereby agrees to fulfill all
     of its obligations under the Service Agreement. PanAmSat, as
     successor-in-interest to Seller, shall fulfill all of its obligations under
     the Purchase Agreement. So long as any obligations of PanAmSat under this
     Agreement remain outstanding, the Service Agreement shall have remained in
     full force and effect and PanAmSat shall have performed all of its
     obligations, if any hereunder and thereunder, as applicable, with respect
     to such Transponder, all maintenance, management and monitoring
     responsibilities of PanAmSat in connection with such Transponder shall be
     deemed fulfilled, and PanAmSat shall have no additional independent
     obligations hereunder relating thereto.


                                       48
<PAGE>


                        If at any time that obligations of PanAmSat under this
     Agreement remain outstanding the Service Agreement shall no longer be in
     full force and effect with respect to such Transponder, PanAmSat, at its
     expense, shall maintain, manage and monitor, or cause to be maintained,
     managed and monitored, the Satellite and such Transponder in good working
     order and repair, ordinary wear and tear excepted, (i) in accordance with
     the higher of (A) customary industry standards employed by owners of
     Ku-Band transponders on domestic communications satellites or (B) standards
     at least equal to those used prior to such failure of performance for other
     transponders on the Satellite or on another similar satellite owned, leased
     or operated by PanAmSat or any of its Affiliates (if at the time PanAmSat
     or any Affiliate thereof maintains, manages or monitors satellites similar
     to the Satellite for similar commercial purposes); (ii) in compliance with
     all Applicable Laws (other than Applicable Laws as to which noncompliance
     would not have an Adverse Effect); and (iii) in accordance with all
     applicable requirements of any insurance policy then in effect that is
     required by Section 19 hereof. The foregoing notwithstanding, if, with
     respect to any Transponder, PanAmSat is unable temporarily to perform its
     maintenance obligations under the Service Agreement due to any Force
     Majeure Event, then, provided such temporary failure to perform does not
     cause a permanent material diminution in the value of such Transponder and
     is capable of cure before any such permanent diminution in value would
     result, such failure shall not constitute a breach of PanAmSat's
     obligations under this Agreement.

                        (c) Compliance with Law. So long as any obligations of
     PanAmSat under this Agreement remain outstanding, PanAmSat shall have and
     maintain all permits, licenses and approvals required by the FCC or under
     any Applicable Law to operate the Satellite and such Transponder and shall
     satisfy the requirements of the FCC and any statute, regulation or order
     applicable to operators, users or lessees of such Transponder; provided,
     however, that PanAmSat shall not be deemed to have breached the foregoing
     covenant unless such non-maintenance or non-satisfaction would have an
     Adverse Effect. To the extent permitted by law, PanAmSat or any Affiliate
     thereof shall prepare and file in timely fashion, or, where Agent shall be
     required so to file, prepare and deliver to Agent within a reasonable time
     prior to the date for filing, any reports with respect to any Transponder
     which are required to be filed with any Governmental Body for such
     Transponder while any obligations under this Agreement remain outstanding.
     Agent shall notify PanAmSat promptly after Agent has Actual Knowledge of
     any reports or filings required of Agent by law in connection with its
     ownership of the Transponders; provided, however, that Agent shall not
     incur any liability to PanAmSat for failure so to notify PanAmSat. If
     PanAmSat shall fail to timely prepare, deliver or file any such report
     solely as a result of the failure of Agent timely to provide PanAmSat with
     (i) any information required in such report which is in the possession of
     Agent and is not reasonably available to PanAmSat or (ii) notice of the
     requirement of such report if such report is required as to Agent for any
     reason other than Agent's interest in the Transponder or Transponders then
     subject to this Agreement, PanAmSat shall incur no liability to Agent
     failing to provide such information or notice to the extent such liability
     is incurred by the failure to provide such information or notice (unless
     PanAmSat already had Actual Knowledge of such requirement, PanAmSat fails
     to request such information from Agent and such failure


                                       49
<PAGE>


     has an Adverse Effect). Agent hereby appoints PanAmSat its
     attorney-in-fact, to the extent permissible by Applicable Law, to execute
     such reports in the name of Agent and to file such reports, and Agent shall
     cooperate in furnishing PanAmSat such information as is available to it
     which must be included in such reports. Upon demand, PanAmSat shall
     reimburse Agent on an After-Tax Basis for any reasonable out-of-pocket
     costs incurred by each such Person, respectively, in connection with the
     preparation and filing of any such reports. PanAmSat shall, on a periodic
     basis, furnish Agent with a copy of all reports filed by PanAmSat on behalf
     of Agent pursuant to this Section 18(c).

                        (d) Location of Satellite. So long as any obligations of
     PanAmSat under this Agreement remain outstanding, PanAmSat shall not move
     (or cause or suffer to be moved) or seek to move the Satellite to an
     orbital location different from the Permanent Orbital Location for the
     remaining useful commercial life of such Satellite; provided, however, that
     PanAmSat (i) may, and shall be obligated to, move the Satellite at any time
     or times if required to comply with a requirement of the FCC (an "FCC
     Ordered Move") and (ii) may seek to move, and may move, the Satellite as
     part of an overall industry process which will increase or decrease the
     number of, or reallocate the, available orbital locations and which
     involves a substantial number of satellites being moved in a coordinated
     manner. Neither PanAmSat nor any of its Affiliates shall seek any order or
     approval from the FCC requiring or allowing the movement of the Satellite
     other than pursuant to clause (ii) of the proviso to the immediately
     preceding sentence.

                        (e) Substitution of Transponder. PanAmSat shall have the
     right, in its discretion, subject to the conditions set forth in this
     Section 18(e) to substitute (a "Substitution"), from time to time (so long
     any obligations of PanAmSat under this Agreement remain outstanding), for
     any Transponder another transponder of the same type (including, without
     limitation, with respect to preemptibility) and power aboard any other
     satellite owned by PanAmSat or an Affiliate of PanAmSat (a "Replacement
     Transponder").

                        The Substitution of a transponder pursuant to this
     Section 18(e) (or Section 2.10(a)) shall be subject to fulfillment of the
     following conditions precedent on the date of the proposed Substitution at
     PanAmSat's sole cost and expense (and, in the case of clauses (iii), (iv),
     (v) and (vi), to the reasonable satisfaction of Agent): (i) no Bankruptcy
     Default or Event of Default shall have occurred and be continuing or will
     exist immediately following the proposed Substitution; (ii) on the date of
     such Substitution, the Replacement Transponder (A) shall meet the
     applicable Transponder Performance Specifications set forth in Appendix D-1
     to the Purchase Agreement, (B) shall have a remaining useful commercial
     life equal to or greater than the Transponder it is replacing, and (C) a
     Narrow Ku-Band Transponder shall only be substituted for a Narrow Ku-Band
     Transponder and a Wide Ku-Band Transponder for a Wide Ku-Band Transponder,
     and, in each case, such Replacement Transponder shall have the same or
     greater value, utility and estimated residual value as the Transponder it
     is replacing (all of (A), (B) and (C) as determined pursuant to an
     appraisal performed by an appraiser selected by PanAmSat within ten
     Business Days of written notice from PanAmSat of a proposed Substitution,


                                       50
<PAGE>


     which appraisal shall be performed within 30 days of the selection of the
     appraiser); (iii) if so requested by Agent, PanAmSat shall have delivered a
     Loan Agreement Supplement to Agent; (iv) PanAmSat shall have made
     arrangements reasonably satisfactory to Agent to enter into a service
     agreement with respect to the Replacement Transponder; (v) PanAmSat shall
     have delivered to Agent a certificate from an officer of PanAmSat that the
     Replacement Transponder meets the required standards set forth in (A), (B)
     and (C) of clause (ii), above; (vi) PanAmSat (with the consent of Agent,
     not to be unreasonably withheld) shall have entered into a transponder
     purchase agreement and transponder service agreement covering such
     Replacement Transponder on terms substantially similar to those contained
     in the Purchase Agreement and Service Agreement, respectively, such
     agreements modified only to reflect the differences in the orbital
     location, useful commercial life and other attributes unique to such other
     satellite, the transponders thereon, and then-existing contractual
     commitments to owners of any such transponders on such other satellite,
     provided that such then-existing contractual commitments are substantially
     similar to the contractual commitments to owners of transponders on the
     Satellite (each such agreement to be deemed for all purposes thereafter, a
     Hughes Agreement or Operative Document, as applicable); (vii) the
     provisions of Sections 15(a) and 15(b) of the Agreement shall have been
     satisfied; and (viii) an opinion of counsel delivered to Agent as to the
     enforceability of the agreements referred to in clause (vi) above, subject
     to customary exceptions.

                        Upon Substitution of a transponder pursuant to this
Section 18(e), (i) the Transponder shall no longer be deemed to be part of the
Collateral Security and shall be released from the Lien of this Agreement, and
(ii) the Replacement Transponder shall become part of the Collateral Security
and shall be subject to the Lien of this Agreement. Upon the fulfillment of the
foregoing conditions, such Replacement Transponder shall be deemed to be a
"Transponder" hereunder.



         SECTION 19.       Insurance.

                        (a) Non-Discrimination. PanAmSat shall maintain general
     liability insurance and/or life or casualty insurance with respect to the
     Satellite and the Transponders in such amounts, if any, that PanAmSat deems
     prudent and cost-effective but, in any event, PanAmSat shall maintain such
     insurance for not less than the amounts, and on terms and conditions no
     less favorable than the terms and conditions that PanAmSat and its
     Affiliates customarily maintain for similar events or occurrences with
     respect to similar transponders owned for tax or book purposes by PanAmSat
     or its Affiliates on similar satellites (the "PanAmSat Customary Terms,"
     which terms may include deductibles customarily maintained by PanAmSat or
     its Affiliates), provided, however, that the foregoing shall not require
     PanAmSat to maintain life or casualty insurance for the Transponders in an
     amount in excess of the then outstanding principal and accrued but unpaid
     interest on the Notes.


                                       51
<PAGE>


                        (b) Additional Insured. All insurance policies, if any,
         carried in accordance with this Section 19 and all policies taken out
         in substitution or replacement for any such policies (i) shall name
         Agent (so long as this Agreement shall be in effect) as an additional
         insured, as its respective interest may appear (but without imposing
         upon Agent any obligation imposed upon the insured, including without
         limitation, the liability to pay the premium for such policies) and in
         the case of life or casualty insurance pursuant to Section 19(a), Agent
         (so long as this Agreement shall be in effect) shall be named as a
         "loss payee," as its interest may appear; (ii) shall provide that any
         loss (other than a loss under general liability insurance) shall be
         adjusted by PanAmSat with the insurance carriers and be payable to
         Agent (so long as this Agreement shall be in effect), for application
         as provided in Section 5 or Section 2.10(a) hereof; and (iii) shall
         provide that if such insurance is changed in any material adverse
         respect in relation to the interests of Agent (for so long as this
         Agreement shall be in effect), or if such insurance is allowed to lapse
         for non-payment of premium, or is invalidated by any action or inaction
         of PanAmSat or any other Person (other than action or inaction by
         Agent), such change, lapse or invalidation shall not be effective as to
         Agent (so long as this Agreement shall be in effect) for at least 30
         days after receipt by Agent (so long as this Agreement shall be in
         effect) of written notice from such insurers, their agents or PanAmSat
         of such lapse. Each insurance policy provided under this Section 19
         shall be primary without right of contribution from any other insurance
         which is carried by Agent with respect to its interest as such in the
         Transponders.

                        (c) Separate Insurance. Nothing contained in this
     Agreement shall prevent PanAmSat or Agent, each at its own expense and for
     its exclusive benefit, from carrying excess life or casualty insurance
     covering the Transponders in addition to the life or casualty insurance, if
     any, carried by PanAmSat under Section 19(a) (any such life or casualty
     insurance being herein called "Additional Insurance"). If there shall be
     any limitation with respect to the amount of Additional Insurance that
     PanAmSat or Agent may obtain, whether as a result of market capacity or
     otherwise, then each such party shall have the right to purchase an amount
     of Additional Insurance for the Transponders as its interests may then
     appear. Prior to obtaining any Additional Insurance, Agent shall provide
     PanAmSat with reasonable notice of the Additional Insurance (including the
     proposed terms thereof) intended to be obtained by it, including evidence
     satisfactory to PanAmSat that such proposed terms shall be consistent with
     the terms of such insurance as may be carried by PanAmSat under this
     Section 19.


SECTION 20.         Miscellaneous.

                       20.1  Severability. Any provision of this Agreement which
     is prohibited or unenforceable in any jurisdiction shall, as to such
     jurisdiction, be ineffective to the extent of such prohibition or
     unenforceability without invalidating the remaining provisions hereof or
     any provision in any other Granting Clause Document, and any such
     prohibition or unenforceability in any jurisdiction shall not invalidate or
     render unenforceable such provision in any other jurisdiction. The
     provisions of this Agreement shall remain valid and enforceable
     notwithstanding the invalidity, unenforceability, impossibility or
     illegality of performance of any other Operative Document.


                                       52
<PAGE>


                        20.2 Successors and Assigns. (a) This Agreement shall be
     binding upon PanAmSat and its successors and assigns, and all Persons
     claiming under or through PanAmSat and any such successor or assign, and
     shall inure to the benefit of and be enforceable by Agent and each Loan
     Participant and their respective permitted successors and assigns. Any
     request, notice, direction, consent, waiver or other instrument or action
     by any Loan Participant shall bind the successors and assigns of such Loan
     Participant and any request, notice, direction, consent, waiver or other
     instrument or action by PanAmSat shall bind the successors and assigns of
     PanAmSat. The headings in this Agreement are for purposes of reference only
     and shall not limit or define the meaning hereof.

                             (b) Any Loan Participant may, in the ordinary
     course of its business and in accordance with applicable law, at any time
     sell to one or more banks or other entities ("Interest Participants")
     participating interests in any Loan owing to such Loan Participant, any
     Commitment of such Loan Participant or any other interest of such Loan
     Participant hereunder and under the other Operative Documents. In the event
     of any such sale by a Loan Participant of a participating interest to an
     Interest Participant, such Loan Participant's obligations under this
     Agreement to the other parties to this Agreement shall remain unchanged,
     such Loan Participant shall remain solely responsible to the other parties
     for the performance thereof, such Loan Participant shall remain the holder
     of any such Loan for all purposes under this Agreement, the other Operative
     Documents and the Granting Clause Documents, and PanAmSat and Agent shall
     continue to deal solely and directly with such Loan Participant in
     connection with such Loan Participant's rights and obligations under this
     Agreement, the other Operative Documents and the other Granting Clause
     Documents. PanAmSat also agrees that each Interest Participant shall be
     entitled to the benefits of Sections 2.16, 2.17 and 2.18 with respect to
     its participation in the Commitments and the Loans outstanding from time to
     time as if it was a Loan Participant; provided that, in the case of Section
     2.17, such Interest Participant shall have complied with the requirements
     of said Section and provided, further, that no Interest Participant shall
     be entitled to receive any greater amount pursuant to any such Section than
     the transferor Loan Participant would have been entitled to receive in
     respect of the amount of the participation transferred by such transferor
     Loan Participant to such Interest Participant had no such transfer
     occurred.

                             (c) Subject to the provisions of Section 20.2(f),
     any Loan Participant may, in the ordinary course of its business and in
     accordance with applicable law, at any time and from time to time assign to
     any Loan Participant or any affiliate thereof or, with the consent of Agent
     (which in each case shall not be unreasonably withheld), to an additional
     bank or financial institutions ("an Assignee") all or any part of its
     rights and obligations under this Agreement and the other Operative
     Documents pursuant to an Assignment and Acceptance, substantially in the
     form of Exhibit 3 ("Assignment and Acceptance"), executed by such Assignee,
     such assigning Loan Participant (and, in the case of an Assignee that is
     not then a Loan Participant or an affiliate thereof, by Agent) and
     delivered to Agent for its acceptance and recording in the Register,
     provided that, in the case of any such assignment to an additional bank or
     financial institution, the sum of the aggregate principal amount of the
     Loans being assigned and, if such assignment is of less than all of the
     rights and obligations of the assigning Loan Participant, the sum of the
     aggregate principal amount of the Loans remaining with the assigning Loan
     Participant are each not less than $10,000,000, unless the amount held by
     the assigning Loan Participant is less than $10,000,000, in which case such
     assignment must be for the entire amount held by the assigning Loan
     Participant). Upon such execution, delivery, acceptance and recording, from
     and after the effective date determined pursuant to such Assignment




                                       53
<PAGE>

     and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to
     the extent provided in such Assignment and Acceptance, have the rights and
     obligations of a Loan Participant hereunder with a Commitment as set forth
     therein, and (y) the assigning Loan Participant thereunder shall, to the
     extent provided in such Assignment and Acceptance, be released from its
     obligations under this Agreement (and, in the case of an Assignment and
     Acceptance covering all or the remaining portion of an assigning Loan
     Participant's rights and obligations under this Agreement, such assigning
     Loan Participant shall cease to be a party hereto).

                             (d) Qualified Loan Assignment by Credit Suisse.
     Without the need for the consent of any Person (other than as set forth in
     this Section 20.2), but subject to the terms and conditions set forth in
     this Section 20.2(d), Credit Suisse may from time to time, elect to grant
     to Greenwich Funding Corporation an option (a "Qualified Loan Assignment")
     to (i) provide all or any part of the Loans from Credit Suisse to PanAmSat
     required by Section 2.1 of this Agreement and the other applicable
     provisions of the Operative Documents and (ii) assign to Greenwich Funding
     Corporation all or any undivided interest in the right of Credit Suisse to
     receive and collect payments required from PanAmSat respecting the Loans,
     and the other applicable provisions of the Operative Documents; provided,
     that no Qualified Loan Assignment may be made (in whole or in part) if the
     same would be in violation of or result in a misrepresentation by either
     Credit Suisse or Greenwich Funding Corporation under Section 4.03(a) or (b)
     of the Participation Agreement or at any time when Greenwich Funding
     Corporation would be entitled to receive any greater amount under any of
     Sections 2.16, 2.17 and 2.18 than Credit Suisse would have been entitled to
     receive under any such Section had no Qualified Loan Assignment occurred.
     No additional Note shall be issued with regard to a Qualified Loan
     Assignment; provided, however, to the extent Greenwich Funding Corporation
     shall fund any Loan, Credit Suisse shall be deemed to hold the Note in its
     possession as an agent for Greenwich Funding Corporation to the extent of
     the Loans so funded by Greenwich Funding Corporation. Notwithstanding any
     such Qualified Loan Assignment or anything to the contrary in any Operative
     Document, (x) to the extent of any Loan funded or maintained by Credit
     Suisse, Credit Suisse individually, and to the extent of any Loan funded or
     maintained by Greenwich Funding Corporation, Credit Suisse, as
     administrative agent for Greenwich Funding Corporation, shall remain
     obligated for all obligations of Greenwich Funding Corporation under this
     Agreement to the Agent, including without limitation any indemnity and
     expense reimbursement obligations under Section 9.7 hereof (which shall be
     solely for the account of Credit Suisse, as administrative agent for
     Greenwich Funding Corporation), the obligations of Credit Suisse under this
     Agreement to the Agent shall remain unchanged, except Credit Suisse shall
     be excused pro tanto from its payment obligations in respect of any Loans
     under Section 9.7 hereof to the extent any payments on such Loans are made
     to the Agent by Greenwich Funding Corporation, (y) Credit Suisse shall
     remain primarily responsible for the performance of all obligations
     hereunder and under the other Operative Documents (including without
     limitation the obligation to make future Loans) of Credit Suisse and
     Greenwich Funding Corporation, and (z) Agent and PanAmSat may continue to
     deal solely and directly with Credit Suisse, as administrative agent for
     Greenwich Funding Corporation, in connection with all of the rights and
     obligations of Greenwich Funding Corporation under this Agreement unless
     and until Agent and PanAmSat both consent to any proposed replacement of
     Credit Suisse as the administrative agent for Greenwich Funding
     Corporation.


                                       54
<PAGE>


                             Each of Agent, the Loan Participants and PanAmSat
     hereby agrees that, so long as any Loans funded and maintained by Greenwich
     Funding Corporation are outstanding, it shall not institute against, or
     join any other Person in instituting against, Greenwich Funding Corporation
     any bankruptcy, reorganization, arrangement, insolvency or liquidation
     proceeding or other proceedings under any federal or state bankruptcy or
     similar law, for one year and a day after the latest maturing commercial
     paper note issued by Greenwich Funding Corporation is paid. This Section
     20.2(d) shall survive termination of this Agreement.

                             Agent hereby consents to a future assignment to and
     assumption by Credit Suisse of Greenwich Funding Corporation's rights and
     obligations under this Agreement and the other Operative Documents in
     accordance with the provisions of this Agreement.

                             (e) Agent, on behalf of PanAmSat, shall maintain at
     the Agent's Office a copy of each Assignment and Acceptance delivered to it
     and a register (the "Register") for the recordation of the names and
     addresses of the Loan Participants and the Commitments of, and principal
     amounts of the Loans owing to, each Loan Participant from time to time. The
     entries in the Register shall be conclusive, in the absence of manifest
     error, and PanAmSat, Agent and the Loan Participants shall treat each
     Person whose name is recorded in the Register as the owner of a Loan or
     other obligation hereunder as the owner thereof for all purposes of this
     Agreement and the other Operative Documents, notwithstanding any notice to
     the contrary. Any assignment of any Loan or other obligation hereunder
     shall be effective only upon appropriate entries with respect thereto being
     made in the Register. Any assignment of any Loan shall be registered on the
     Register only upon surrender of the Notes representing such Loan as
     provided in Section 2.13(b). The Register shall be available for inspection
     by PanAmSat or any Loan Participant at any reasonable time and from to time
     upon reasonable prior notice.

                             (f) Upon its receipt of (x) a copy of the
     Participation Agreement and (y) an Assignment and Acceptance, executed by
     an assigning Loan Participant (with respect to clause (y) only) and an
     Assignee (with respect to clauses (x) and (y)) (and, in the case of an
     Assignee that is not then a Loan Participant or an affiliate thereof, by
     Agent) together with payment by the Assignee or the assigning Loan
     Participant to Agent of a registration and processing fee of $3,500, Agent
     shall (i) promptly accept such Assignment and Acceptance and (ii) on the
     effective date determined pursuant thereto record the information contained
     therein in the Register and give notice of such acceptance and recordation
     to Loan Participants and PanAmSat. Notwithstanding anything to the contrary
     in this Section 2.20, no Loan Participant may assign any or all of its
     rights and obligations under this Agreement and the other Operative
     Documents if such assignment would cause a violation of any of the
     provisions of Section 4.03(a) or (b) of the Participation Agreement by the
     assignor or the assignee.

                             (g) Subject to the execution by each Interest
     Participant or Assignee (each, a "Transferee") of a copy of the
     Participation Agreement, and its agreement to be bound, among other things,
     by the confidentiality requirements therein, PanAmSat authorizes each Loan
     Participant to disclose to any Transferee any and all financial information
     in such Loan Participant's possession which has been delivered to such Loan
     Participant pursuant to this Agreement or the Participation Agreement.


                                       55
<PAGE>


                             (h) For avoidance of doubt, the parties to this
     Agreement acknowledge that the provisions of this Section concerning
     assignments of Loans and Notes relate only to absolute assignments and that
     such provisions do not prohibit assignments creating security interests,
     including, without limitation, any pledge or assignment by a Loan
     Participant of any Loan or Note to any Federal Reserve Bank in accordance
     with applicable law, provided that no such assignment shall release a Loan
     Participant from any of its obligations hereunder.

                        20.3 Adjustments. If any Loan Participant (a "benefitted
     Loan Participant") shall at any time receive any payment of all or part of
     its Loans, or interest thereon, or receive any collateral in respect
     thereof (whether voluntarily or involuntarily, by set-off, pursuant to
     events or proceedings of the nature referred to in Section 6(f) or (g) or
     otherwise) other than amounts received pursuant to Section 2.15, 2.16, 2.17
     or 20.2, in a greater proportion than any such payment to or collateral
     received by any other Loan Participant, if any, in respect of such other
     Loan Participant's Loans or interest thereon, such benefitted Loan
     Participant shall purchase for cash from the other Loan Participants a
     participating interest in such portion of each such other Loan
     Participant's Loan, or shall provide such other Loan Participant with the
     benefits of any such collateral, or the proceeds thereof, as shall be
     necessary to cause such benefitted Loan Participant to share the excess
     payment or benefits of such collateral or proceeds ratably with each of the
     Loan Participants, provided, however, that if all or any portion of such
     excess payment or benefits is thereafter recovered from such benefitted
     Loan Participant, such purchase shall be rescinded, and the purchase price
     and benefits returned, to the extent of such recovery, but without
     interest.

                        20.4 Counterparts. This Agreement may be executed by one
     or more of the parties to this Agreement on any number of separate
     counterparts (including by telecopy), and all of said counterparts taken
     together shall be deemed to constitute one and the same instrument. A set
     of the copies of this Agreement signed by all the parties shall be lodged
     with PanAmSat and Agent.

                 [balance of this page intentionally left blank]




                                       56
<PAGE>

              IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written by their respective
officers thereunto duly authorized.

                                           PANAMSAT CORPORATION



                                           By /s/ Kenneth N. Heintz
                                              -------------------------------
                                              Name:  Kenneth N. Heintz
                                              Title: Executive Vice President &
                                                     Chief Financial Officer







                                           THE CHASE MANHATTAN BANK, as Agent



                                           By /s/ Tracey Navin Ewing
                                              -------------------------------
                                              Name: Tracey Navin Ewing
                                              Title: Vice President





                                       57
<PAGE>


                                          COMMITMENTS OF LOAN PARTICIPANTS
                                          --------------------------------
<TABLE>
<CAPTION>
                                                                                    Percentage of Aggregate
Name                                Amount                                          Commitments
----                                ------                                          ------------------------
<S>                                 <C>                                              <C>

ABN AMRO Bank N.V.                  $7,723,192.56                                    6.2222%
BW Bank Ireland plc                 $7,723,192.56                                    6.2222%
Banca Di Roma                       $7,723,192.56                                    6.2222%
The Bank of New York                $7,723,192.56                                    6.2222%
Bankers Trust Company               $7,723,192.56                                    6.2222%
The Chase Manhattan Bank            $13,791,415.31                                  11.1111%
Credit Suisse First Boston          $11,033,132.22                                    8.8889%
The First National Bank of Chicago  $7,723,192.56                                     6.2222%
The Industrial Bank of Japan        $7,723,192.56                                     6.2222%
Mitsubishi Trust & Banking Corp.    $11,033,132.22                                    8.8889%
Morgan Guaranty Trust Company       $18,756,324.78                                  15.1111%
NationsBank of Texas                $7,723,192.56                                     6.2222%
Westdeutsche Landesbank             $7,723,192.56                                     6.2222%


TOTAL                               $124,122,737.56                                 100.0000%

</TABLE>




<PAGE>
                                                                       Exhibit 1
                                                                       ---------

                                 PROMISSORY NOTE
                                 ---------------

$_____________                                               New York, New York
                                                             Dated: July 2, 1999


              FOR VALUE RECEIVED, PanAmSat Corporation, a Delaware corporation
("PanAmSat"), hereby promises to pay to ______________ (the "Loan Participant"),
or registered assigns, the principal sum of ________________ ($_____________) in
installments payable on the Principal Payment Dates (as defined in the Amended
and Restated Loan and Security Agreement, dated July 2, 1999, among PanAmSat
Corporation, The Chase Manhattan Bank (as successor-by-merger to Chemical Bank)
as Agent (the "Agent"), Loan Participant and the other institutions listed on
Schedule A thereto as Loan Participants (the "Loan Agreement")) in accordance
with the amortization schedule attached hereto as it may from time to time be
revised pursuant to the Loan Agreement, and to pay interest on the unpaid
principal amount hereof at the rates per annum and on the dates provided in the
Loan Agreement. Both principal and interest are payable in lawful money of the
United States of America in immediately available funds at the office of Agent
at 270 Park Avenue, New York, New York 10017, for the account of the Loan
Participant.

              This Note is one of the Notes referred to in, and is entitled to
the collateral security and other benefits of, the Loan Agreement, which Loan
Agreement, among other things, provides for acceleration of the maturity hereof
upon the happening of certain stated events and for the right of PanAmSat to
make certain prepayments of principal prior to the maturity hereof upon the
terms and conditions therein specified.

              This Note supersedes and replaces any notes issued to the Loan
Participant pursuant to the Loan and Security Agreement dated February 7, 1996,
among Wilmington Trust Company as Owner Trustee, Chemical Bank as Agent, Loan
Participant and the other institutions listed on Schedule A thereto as Loan
Participants, which shall be of no further force or effect.

              PanAmSat waives presentment, protest and demand, notice of
protest, demand and dishonor and nonpayment of this Note and agrees to pay all
costs of collection when incurred, including legal fees and expenses, to the
extent provided in the Loan Agreement, and to perform and comply with each of
the covenants, conditions, provisions and agreements contained in every
instrument now evidencing or securing the loan or loans intended to be evidenced
hereby.

              This Note shall be construed and enforced in accordance with and
governed by the laws of the State of New York applicable to promissory notes
made and to be performed entirely within such State.

                                              PANAMSAT CORPORATION



                                              By
                                                --------------------------------
                                                Name:
                                                Title:





<PAGE>

                                                                       Exhibit 2
                                                                       ---------
                           DEBT AMORTIZATION SCHEDULE
                           ---------------------------

<TABLE>
Beginning Loan Balance                                                             $211,351,919.00
<CAPTION>
Date                                       Amortization Amount                     Remaining Balance
----                                       -------------------                     -----------------
<S>                                        <C>                                     <C>

01/02/1997                                 $27,564,479.54                          $183,787,439.46
01/02/1998                                 $29,407,413.82                          $154,380,025.64
07/02/1999                                 $30,257,288.08                          $124,122,737.56
01/02/2000                                 $44,300,073.91                          $79,822,663.65
07/02/2000                                 $12,064,819.64                          $67,757,844.01
01/02/2001                                 $21,215,691.20                          $46,542,152.81
01/02/2002                                 $46,542,152.81                          $         0.00

Total Amortization                         $211,351,919.00

</TABLE>




<PAGE>

                                                                       Exhibit 3
                                                                       ---------

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


              Reference is made to the Amended and Restated Loan and Security
Agreement, dated as of July 2, 1999 (as amended, supplemented or otherwise
modified from time to time, the "Loan Agreement"), among PanAmSat Corporation
("PanAmSat"), the lending institutions listed on Schedule A as Loan Participants
and The Chase Manhattan Bank, as agent for the Loan Participants (in such
capacity, the "Agent"). Unless otherwise defined herein, terms defined in the
Loan Agreement or any other Operative Document, including any schedule or
appendix thereto, and used herein shall have the meanings given to them in the
Loan Agreement or such Operative Document or schedule or appendix thereto.

              The Assignor identified on Schedule I hereto (the "Assignor") and
the Assignee identified Schedule I hereto (the "Assignee") agree as follows:

              1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined below), the interest described in Schedule 1
hereto (the "Assigned Interest") in and to the Assignor's rights and obligations
under the Loan Agreement with respect to the credit facility contained in the
Loan Agreement (the "Assigned Facility"), in a principal amount for the Assigned
Facility as set forth on Schedule 1 hereto.

              2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan Agreement or any other
Operative Document or with respect to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Agreement, any
other Operative Documents or any other instrument or document furnished pursuant
thereto, other than that the Assignor has not created any adverse claim upon the
interest being assigned by it hereunder and that such interest is free and clear
of any such adverse claim; (b) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of PanAmSat or any
other obligor or the performance or observance by PanAmSat or any other obligor
of any of their respective obligations under the Loan Agreement or any other
Operative Document or any other instrument or document furnished pursuant hereto
or thereto; and (c) attaches any Note held by it evidencing the Assigned
Facility and (i) requests that the Agent, upon request by the Assignee, exchange
the attached Note for a new Note payable to the Assignee and (ii) if the
Assignor has retained any interest in the Assigned Facility, requests that the
Agent exchange the attached Note for a new Note payable to the Assignor, in each
case in amounts which reflect the assignment being made hereby (and after giving
effect to any other assignments which have become effective on the Effective
Date).

              3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Loan Agreement, together with copies of the financial
statements delivered pursuant to subsection 5.01 of the Participation Agreement
thereof, the other Operative Documents and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter


<PAGE>


into this Assignment and Acceptance; (c) agrees that it will, independently and
without reliance upon the Assignor, the Agent or any other Loan Participant and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Agreement, the other Operative Documents, or any other instrument
or document furnished pursuant hereto or thereto; (d) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Loan Agreement, the Operative Documents, or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Agent by the terms thereof, together with such powers as are incidental
thereto; and (e) agrees that it will be bound by the provisions of the Loan
Agreement and the Participation Agreement and will perform in accordance with
their terms all the obligations which by the terms of the Loan Agreement are
required to be performed by it as a Loan Participant including, if it is
organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to subsection 2.17(b) of the Loan Agreement.

              4. The effective date of this Assignment and Acceptance shall be
the Effective Date of Assignment described in Schedule 1 hereto (the "Effective
Date"). Following the execution of this Assignment and Acceptance, it will be
delivered to the Agent for acceptance by it and recording by the Agent in the
Register pursuant to the Loan Agreement, effective as of the Effective Date
(which shall not, unless otherwise agreed to by the Agent, be earlier than five
Business Days after the date of such acceptance and recording by the Agent).

              5. Upon such acceptance and recording, from and after the
Effective Date, the Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to the Effective Date and to the
Assignee for amounts which have accrued subsequent to the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustment in payments by
the Agent for periods prior to the Effective Date or with respect to the making
of this assignment directly between themselves.

              6. From and after the Effective Date, (a) the Assignee shall be a
party to the Loan Agreement and the Participation Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of a
Loan Participant thereunder and under the other Operative Documents and shall be
bound by the provisions thereof and (b) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Loan Agreement and the Participation
Agreement.

              7. This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.


                                                                               2
<PAGE>


              IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.




                                                                               3

<PAGE>



                                   Schedule 1
                          to Assignment and Acceptance

Name of Assignor:
                               ----------------------------


Name of Assignee:
                               ----------------------------


Effective Date of Assignment:  ----------------------------

       Credit                        Principal             Commitment Percentage
  Facility Assigned               Amount Assigned                Assigned
                                    $__________               __.__________%1*


[Name of Assignee]                                           [Name of Assignor]



By:                                          By:
    ---------------------------                  ------------------------------
Title:                                       Title:


[Accepted:

THE CHASE MANHATTAN BANK,
  as Agent



By:________________________________
Title:]

---------------------------
*1   Calculate the Commitment Percentage that is assigned to at least 15 decimal
     places and show as a percentage of the aggregate commitments of all
     Lenders.


<PAGE>

                                                          CASUALTY PAYMENT DATES

August 2, 1999
September 2, 1999
October 2, 1999
November 2, 1999
December 2, 1999
January 2, 2000
February 2, 2000
March 2, 2000
April 2, 2000
May 2, 2000
June 2, 2000
July 2, 2000
August 2, 2000
September 2, 2000
October 2, 2000
November 2, 2000
December 2, 2000
January 2, 2001
February 2, 2001
March 2, 2001
April 2, 2001
May 2, 2001
June 2, 2001
July 2, 2001
August 2, 2001
September 2, 2001
October 2, 2001
November 2, 2001
December 2, 2001
January 2, 2002