Exhibit 10.40.1


                              AMENDED AND RESTATED

                                 GALAXY VIII(i)

                           TRANSPONDER LEASE AGREEMENT

                                     BETWEEN

                              PANAMSAT CORPORATION

                                       AND

                        CALIFORNIA BROADCAST CENTER, LLC



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[***] Filed separately with the Commission pursuant to a request for
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                                TABLE OF CONTENTS

1.       The Satellite.......................................................  1
         1.01     Satellite..................................................  1
         1.02     Orbital Position...........................................  1
         1.03     Certain Transponder-Related Definitions....................  1
         1.04     Transponders Components and Certain Specifications.........  2

2.       Lease of Transponders; Lease Term...................................  2
         2.01     Term.......................................................  2
         2.02     [***]......................................................  3
         2.03     Redelivery of Lessee Transponders..........................  3

3.       Lease Rate..........................................................  4
         3.01     Lease Price Components Description.........................  4
         3.02     Monthly Base Lease Rate; TT&C Fee..........................  4
         3.03     Place of Payment...........................................  4
         3.04     Deposit....................................................  5

4.       Conditions; Acceptance..............................................  5
         4.01     Condition to Lessee's Right to Lease.......................  5
         4.02     Acceptance.................................................  5

5.       Representations and Warranties......................................  5
         5.01     Authority, No Breach.......................................  5
         5.02     Corporate Action...........................................  5
         5.03     Consents...................................................  6
         5.04     Litigation.................................................  6
         5.05     No Broker..................................................  6

6.       Additional Representations, Warranties and Obligations..............  7
         6.01     Authorization Description..................................  7
         6.02     Transponder Performance Specifications.....................  7
         6.03     Right to Lease.............................................  8
         6.04     Government Regulations.....................................  8
         6.05     Not a Common Carrier.......................................  8
         6.06     TT&C.......................................................  8
         6.07     Outage Allowance...........................................  9
         6.08     [***]......................................................  9
         6.09     [***]...................................................... 10
         6.10     [***]...................................................... 10
         6.11     Additional Transponders.................................... 11
         6.12     Satellite Power Constraints................................ 12

7.       Additional Representations, Warranties and Obligations of Lessee.... 13

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         7.01     Compliance by Customers.................................... 13
         7.02     Non-Interference........................................... 13
         7.03     Laws....................................................... 13
         7.04     Terrestrial Facilities..................................... 13
         7.05     Lessee's Transmitting Stations............................. 14
         7.06     Lessee's Uplink Providers.................................. 14
         7.07     [***]...................................................... 14
         7.08     Additional Usage Representations, Warranties and
                  Obligations................................................ 14

8.       Preemptive Rights................................................... 15

9.       Transponder Spares.................................................. 16
         9.01     Use of Transponder Spares.................................. 16
         9.02     Simultaneous Failure -- Priority with Respect to the Use of
                  Transponder Spares......................................... 16
         9.03     PanAmSat's Ownership of Transponders....................... 17

10.      Termination Rights.................................................. 17
         10.01    Termination by Lessee...................................... 17
         10.02    Termination by PanAmSat.................................... 18
         10.03    PanAmSat's Right to Transfer............................... 18
         10.04    Prompt Repayment........................................... 19
         10.05    Termination by Lessee or PanAmSat.......................... 19
         10.06    Right to Deny Access....................................... 19

11.      Force Majeure....................................................... 22
         11.01    Failure of Performance..................................... 22

12.      Limitation of Liability/Breach of Warranty.......................... 22
         12.01    Liability of PanAmSat...................................... 22
         12.02    Confirmed Failure.......................................... 22
         12.03    Repayment for Failed Transponder........................... 23
         12.04    Limitation of Liability.................................... 23
         12.05    Obligations of Lessee to Cooperate......................... 25

13.      Limitations on Transfer by Lessee................................... 26

14.      Utilization of Transponders for Services............................ 26

15.      Monthly Satellite Reports........................................... 26
         15.01    Reports.................................................... 26
         15.02    Anomalous Operation Notification........................... 27
         15.03    Maneuver Notification...................................... 27

16.      Confidentiality and Press Releases.................................. 27
         16.01    Confidential Information................................... 27


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         16.02    Notice Proceeding; Compelled Disclosure.................... 28
         16.03    Press Releases............................................. 28
         16.04    Compliance with U.S. Export Laws........................... 28

17.      Disposition of Satellite............................................ 28

18.      Documents........................................................... 29

19.      Conflicts........................................................... 29

20.      Miscellaneous....................................................... 29
         20.01    Interest................................................... 29
         20.02    Applicable Law and Entire Agreement........................ 29
         20.03    Notices.................................................... 29
         20.04    Severability............................................... 31
         20.05    Taxes...................................................... 31
         20.06    Successors................................................. 32
         20.07    Rules of Construction...................................... 32
         20.08    Survival of Representations and Warranties................. 32
         20.09    No Third-Party Beneficiaries............................... 32
         20.10    Non-Waiver of Breach....................................... 33
         20.11    Amendments................................................. 33
         20.12    Counterparts............................................... 33


Exhibit A         Transponder Equipment

Exhibit B         Transponder Performance Specifications

Exhibit C         Transponder Priority List

Exhibit D         [***]

Exhibit E         Operational Requirements

Exhibit F         [***]


[***] Filed separately with the Commission pursuant to a request for
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                   GALAXY VIII(i) TRANSPONDER LEASE AGREEMENT

         This AMENDED AND RESTATED GALAXY VIII(i) TRANSPONDER LEASE AGREEMENT
(as the same may be amended, supplemented or otherwise modified from time to
time in accordance with the terms set forth herein, this "Agreement") is made
and entered into as of June 30, 2000, by and between PanAmSat Corporation, a
Delaware corporation ("PanAmSat"), and California Broadcast Center, LLC, a
Delaware limited liability company ("Lessee") and amends and restates that
certain Galaxy VIII(i) Transponder Lease Agreement dated as of April 21, 1997
(the "Initial Galaxy VIII(i) Lease Agreement") by and between PanAmSat (as
assignee of Hughes Communications Galaxy, Inc.) and Lessee.


                                    RECITALS

A.       PanAmSat and Lessee are party to the Initial Galaxy VIII(i) Lease
         Agreement, pursuant to which Lessee currently leases from PanAmSat
         thirty-two (32) Ku-band transponders as more specifically described in
         Section 1.04 hereof (the "Transponders"), and certain redundant
         equipment, on the communications satellite, model HS-601 HP, known as
         Galaxy VIII(i).

B.       PanAmSat plans to construct a communications satellite, model HS-702,
         to be known as Galaxy IIIC ("Galaxy IIIC"), in order that Lessee may
         lease from PanAmSat expansion and replacement Ku-band capacity on
         Galaxy IIIC, pursuant to that certain Galaxy IIIC Transponder Lease
         Agreement executed by PanAmSat and Lessee concurrently herewith (the
         "Galaxy IIIC Lease Agreement")

C.       Lessee and PanAmSat desire to amend and restate the Initial Galaxy
         VIII(i) Transponder Lease Agreement to provide for the continued lease
         by Lessee of certain Transponders on Galaxy VIII(i) and the right of
         Lessee to use other Transponders on Galaxy VIII(i) as backup, in each
         case in the manner set forth herein below.

                                    AGREEMENT

         In consideration of the mutual promises set forth below and other
valuable consideration the receipt and adequacy of which are hereby
acknowledged, PanAmSat and Lessee hereby mutually agree to amend and restate the
Initial Galaxy VIII(i) Lease Agreement in its entirety as follows:

1.       The Satellite

         1.01  Satellite.  Subject to the approval of the FCC, PanAmSat plans to
construct and launch the satellite which is referred to hereinafter as "Galaxy
VIII(i)" or the "Satellite."

         1.02  Orbital Position.  Subject to the approval of the FCC, the
orbital position of Galaxy VIII(i) will be 95 Degrees West Longitude.



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         1.03  Certain Transponder-Related Definitions.  As used in this
Agreement, (i) "Owner" shall include the actual owner of a Transponder,
including PanAmSat if there remain any unsold Transponders, or any permitted
assignee of such owner's Transponder, or any lessee or licensee of PanAmSat's
(including, without limitation, Lessee), or any entity to which PanAmSat (or any
affiliate of PanAmSat) provides service using the Transponders; (ii) the term
"purchase" shall include the execution of an agreement with PanAmSat for a lease
of Transponders for a term equal to at least 75% of the Satellite's Useful
Commercial Life (as defined in Section 2.01 below); and (iii) "affiliate" shall
mean, with respect to any entity, any corporation or other entity controlling or
controlled by or under common control with such entity.

         1.04  Transponders Components and Certain Specifications.  Exhibit A to
this Agreement sets forth the specific equipment that comprises the Lessee
Transponders. Exhibit B to this Agreement sets forth the "Transponder
Performance Specifications," which are certain technical specifications for the
Transponders, including values for each Transponder for polarization isolation,
interference between Transponders, frequency response, group delay, amplitude
non-linearity, spurious outputs, phase shift, cross talk, stability, transmit
EIRP, uplink saturation flux density, and G/T. PanAmSat shall make copies of the
antenna range gain contour test data available to Lessee promptly after the
tests related thereto are completed.

2.       Lease of Transponders; Lease Term

         2.01  Term.  Unless otherwise terminated earlier in accordance with
this Agreement, including, without limitation, pursuant to Sections 5.03, 6.01,
10 or 17, this Agreement shall be for the following term (the "Term"):

               (a)   on and as of the Delivery (as defined in Section 4.02) of
         Galaxy VIII(i) (the "Galaxy VIII(i) Lease Commencement Date"), PanAmSat
         shall lease to Lessee, and Lessee shall lease from PanAmSat, all of the
         Transponders for the period commencing as set forth above and
         terminating upon the earlier to occur of (i) the "Galaxy IIIC Lease
         Commencement Date" (as defined in the Galaxy IIIC Lease Agreement) and
         (ii) the end of the Base Term.

               (b)   on and as of the Galaxy IIIC Lease Commencement Date,
         PanAmSat shall lease to Lessee and Lessee shall lease from PanAmSat,
         [***] Transponders ([***] of which shall be on the East (Brazil)
         downlink beam and [***] of which shall be on the West (Latin) downlink
         beam) for the period from the Galaxy IIIC Lease Commencement Date until
         the end of the Base Term; provided that Lessee shall have rights to
         lease additional Transponders in accordance with Section 6.11.

               (c)   provided that Lessee has performed all of its obligations
         hereunder, Lessee may, at its option, not less than 540 days prior to
         the anticipated expiration of the Base Term, give PanAmSat notice (the
         "Renewal Notice") of Lessee's irrevocable intention to renew this
         Agreement in respect of all, but not less than all, of the Transponders
         then being


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         leased by Lessee for a period commencing upon the expiration of the
         Base Term and extending through the last day of the Useful Commercial
         Life of the Satellite (the "Renewal Term"). If Lessee shall fail timely
         to deliver the Renewal Notice, then Lessee shall be deemed to have
         elected not to renew this Agreement. Galaxy Latin America, LLC, a
         Delaware limited liability company ("GLA"), shall be deemed to be an
         intended third party beneficiary of this Section 2.01(b).

         Each Transponder being leased to Lessee at a given time is a "Lessee
         Transponder" and, collectively, such Transponders constitute the
         "Lessee Transponders". "Base Term" means the period commencing on and
         as of the Galaxy VIII(i) Lease Commencement Date and termination
         immediately after 74.0% of the Satellite's anticipated Useful
         Commercial Life has expired. "Useful Commercial Life" means the
         Satellite's estimated useful economic life as of the date on which the
         Satellite is ready to be placed in service as indicated by the
         acceptance test plan as more fully described in Section 4.02, as
         determined by PanAmSat in its reasonable discretion. PanAmSat has
         determined the expiration of 74.0% of the Satellite's anticipated
         Useful Commercial Life of Galaxy VIII(i) to be December 31, 2012.

         2.02  [***]

               (a)   PanAmSat agrees that if (i) PanAmSat terminates this
         Agreement pursuant to Sections 10.02 or 10.05 hereof, desires to
         Transfer the Transponders to a third party or accelerates remaining
         payments pursuant to Section 10.02 due to Lessee's breach or default of
         the terms hereof; and (ii) [***]

               (b)   Nothing in this Section 2.02, [***] shall prevent PanAmSat
         and Lessee from modifying or amending this Agreement at any time or in
         any manner (an "Amendment") [***]

         2.03  Redelivery of Lessee Transponders.  Subject to Section 2.02, upon
the expiration, termination, or cancellation of this Agreement as to any Lessee
Transponder for any reason whatsoever (including, without limitation, expiration
of this Agreement in accordance with its terms or cancellation of this Agreement
by PanAmSat as a result of a breach by Lessee), such Lessee Transponder shall be
deemed, without any further action by any party, to be redelivered to PanAmSat
and PanAmSat shall be entitled to immediate possession thereof. PanAmSat shall
thereafter have the right to utilize such redelivered Lessee Transponder in any
manner it determines.

3.       Lease Rate

         3.01  Lease Price Components Description.  The monthly lease rate for
the Lessee Transponders shall be the "Monthly Base Lease Rate" set forth in
Section 3.02. In addition, Lessee shall pay to PanAmSat a fee (the "TT&C Fee")
for the tracking, telemetry and control services described in Section 6.06.

         3.02  Monthly Base Lease Rate; TT&C Fee.  During the Base Term, the
"Monthly Base


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Lease Rate" shall be the sum of (a) [***] per Lessee Transponder per month plus
(b) the "Additional Transponder Fee" (as defined below). Subject to the
following proviso, the Monthly Base Lease Rate and the TT&C Fee shall be due and
payable in advance on (i) the later of the Galaxy VIII(i) Lease Commencement
Date or January 1, 1998, and (ii) the first day of each month thereafter through
the last day of the Base Term [***] During the Renewal Term, if any, the Monthly
Base Lease Rate for the Lessee Transponders shall be [***] for such Transponders
and shall be due and payable in advance on the first day of the Renewal Term and
the first day of each month thereafter through the last day of the Term. If one
of the Lessee Transponders becomes a Failed Transponder (as defined in Section
12.01), Lessee's rights and obligations to continue making Monthly Base Lease
Rate payments with respect to such Failed Transponder shall be governed by
Sections 12.01 and 12.03. Payments for any partial month shall be pro-rated.
[***] The Additional Transponder Fee shall be (i) [***] per "Additional
Transponder" (as defined in Section 6.11(a)) per month [***] and (ii) [***] per
Additional Transponder per month [***] provided that no Additional Transponder
fee shall be payable with respect to the "Overlapping Additional Transponders"
(as defined in Section 6.11(a)). The TT&C Fee shall initially be [***] per month
and the TT&C Fee for each subsequent year shall be adjusted at a rate equal to
[***]

         3.03  Place of Payment.  All payments by Lessee (i) shall be made in
immediately available funds to PanAmSat at its principal place of business, as
designated in Section 20.03, or by wire transfer to the account of PanAmSat
designated by PanAmSat pursuant to written notice given as set forth in Section
20.03 and (ii) shall be deemed to be made only upon actual receipt by PanAmSat.
Any refunds by PanAmSat (a) shall be made in immediately available funds to
Lessee at its principal place of business as designated in Section 20.03, or by
wire transfer to the account of Lessee designated by Lessee pursuant to written
notice given as set forth in Section 20.03 and (b) shall be deemed to be made
only upon actual receipt by Lessee.

         3.04  Deposit.  Lessee shall pay to PanAmSat a deposit in the amount of
[***] in immediately available funds on or before the Galaxy VIII(i) Lease
Commencement Date. Except as set forth in Sections 6 and 10 hereof, such deposit
is non-refundable and Lessee shall not be entitled to interest on any portion
thereof. PanAmSat shall apply such deposit in partial or in full satisfaction
(as the case may be) of Lessee's Monthly Base Lease Rate payments for the last
[***] of the Base Term (if Lessee fails to timely give a Renewal Notice), the
Renewal Term, or as required to meet any delinquent Monthly Base Lease Rate
payments, as determined by PanAmSat in its sole discretion.

4.       Conditions; Acceptance

         4.01  Condition to Lessee's Right to Lease.  A condition to PanAmSat's
obligation to lease the Lessee Transponders to Lessee, and of Lessee's right to
lease the Lessee Transponders from PanAmSat, shall be Lessee's timely payment,
on or before the Galaxy VIII(i) Lease Commencement Date, of the Monthly Base
Lease Rate and the TT&C Fee for the first month hereof and the deposit referred
to in Section 3.04.

         4.02  Acceptance.  PanAmSat will test each of Lessee's Transponders in
accordance with


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the acceptance test plan prepared by PanAmSat prior to the launch of Galaxy
VIII(i), a copy of which shall be provided to Lessee. Lessee agrees that if such
tests indicate that Lessee's Transponders (i) have passed all tests set forth in
the aforementioned acceptance test plan, (ii) meet the Transponder Performance
Specifications and (iii) are available for service, then acceptance and Delivery
of Lessee's Transponders by Lessee shall be deemed to occur on the later of
PanAmSat's delivery to Lessee of the results of the acceptance test plan and the
date on which PanAmSat makes the Transponders available to Lessee for Lessee's
commercial use. PanAmSat shall keep Lessee reasonably informed of the expected
date of such delivery. To the extent any Transponders are not deemed accepted,
the amounts of the Monthly Base Lease Rate payments will be proportionately
reduced (based on the assumption that all of the Transponders have equal value)
and "Lessee Transponders" shall be deemed to be comprised of only the accepted
Transponders. The parties agree that acceptance and Delivery of the Lessee
Transponders occurred on February 24, 1998.

5.       Representations and Warranties

         PanAmSat and Lessee each, except as expressly indicated herein,
represent and warrant to, and agree with, the other that:

         5.01  Authority, No Breach.  It has the corporate or other
organizational right, power and authority to enter into, and perform its
obligations under, this Agreement. The execution, delivery and performance of
this Agreement will not result in the breach or non-performance of any
agreements it has with third parties.

         5.02 Corporate Action. It has taken all requisite corporate or other
organizational action necessary to approve execution, delivery and performance
of this Agreement, and this Agreement constitutes a legally valid and binding
obligation upon itself in accordance with its terms.


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         5.03  Consents.

               (a)   The fulfillment of its obligations hereunder will not
         constitute a material violation of any existing applicable law, rule,
         regulation or order of any governmental authority. Except as set forth
         in Section 6.01, all material necessary or appropriate public or
         private consents, permissions, agreements, licenses, or authorizations
         to which it or any Lessee Transponder or, in the case of PanAmSat, the
         Satellite may be subject have been or shall be obtained in a timely
         manner; provided, however, that it shall be PanAmSat's sole
         responsibility to obtain any regulatory approvals needed to enable it
         to lease the Lessee Transponders as provided for in this Agreement,
         other than the regulatory approvals described in Section 6.01(b) below,
         for which the parties shall be responsible as set forth therein.

               (b)   Notwithstanding the final sentence of Section 5.03(a),
         PanAmSat and Lessee acknowledge that the transactions set forth in this
         Agreement may be challenged before the FCC or a court of competent
         jurisdiction by other persons or entities not parties hereto. In such
         event, PanAmSat and Lessee agree that PanAmSat shall use its best
         efforts, and, at the reasonable request of PanAmSat, Lessee shall use
         reasonable efforts, before the FCC, and the courts if an appeal from an
         FCC order is taken, to support PanAmSat's right to lease and Lessee's
         right to lease the Lessee Transponders and that they shall fully
         cooperate with each other in these endeavors. Lessee alone shall have
         the right to determine whether and to whom it will incur legal expenses
         in connection with any proceeding arising out of its obligations under
         this Section 5.03(b). If, however, by written order, the FCC or a court
         of competent jurisdiction shall determine that PanAmSat may not lease
         to Lessee and Lessee may not lease from PanAmSat the Lessee
         Transponders on the terms and conditions set forth herein, then
         PanAmSat and Lessee shall seek immediate review of such order before
         the FCC or an appellate court or shall, if possible, reconstitute the
         transaction to comply with such order. If an appellate court issues a
         written order, which is no longer subject to further judicial rehearing
         or review, upholding the determination of the FCC or a court or
         competent jurisdiction that PanAmSat may not lease and Lessee may not
         lease the Lessee Transponders, then PanAmSat and Lessee shall, if
         possible, reconstitute the transaction as set out herein and, if they
         are unable to do so, either party shall thereafter have the right to
         terminate this Agreement (upon written notice to the other party) as
         set forth in Section 10.05, without liability to the other, except for
         obligations arising prior to the date thereof.

         5.04  Litigation.  There is no outstanding, or to the best of its
knowledge, threatened, judgment, pending litigation or proceeding, involving or
affecting the transactions provided for in this Agreement.

         5.05  No Broker.  It does not know of any broker, finder or
intermediary involved in connection with the negotiations and discussions
incident to the execution of this Agreement, or of any broker, finder or
intermediary who might be entitled to a fee or commission upon the consummation
of the transactions contemplated by this Agreement.


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6.       Additional Representations, Warranties and Obligations

         6.01  Authorization Description.

               (a)   PanAmSat has filed with the United States Federal
         Communications Commission ("FCC") an application, and will promptly
         file any necessary amendments to such application (collectively, the
         "Application") to construct, launch and operate the Satellite at the
         95 Degrees West Longitude orbital location and to permit the Lessee
         Transponders to be used to provide fixed satellite services to Mexico,
         Central America, South America and the Caribbean (the "Territory").

               (b)   Certain authorizations, consents, permissions, agreements,
         licenses, registrations or approvals (collectively, "Authorizations")
         from governmental bodies outside the United States have not yet been
         obtained and will need to be obtained from such governmental bodies in
         order to: (i) authorize the Satellite to be used to provide capacity
         for use in certain countries other than the United States; and (ii)
         authorize the right to uplink signals to or downlink signals from the
         Satellite and to provide a "Direct-To-Home Service" (as defined in
         Section 6.10) using the Satellite to customers in certain countries.
         PanAmSat and Lessee shall each use commercially reasonable efforts to
         obtain and to assist the other in obtaining the Authorizations as set
         forth in the immediately following sentence and in a manner which
         minimizes legal risk, economic costs and tax exposure to each of
         PanAmSat and Lessee. [***]

               (c)   If the FCC fails to approve the Application [***], then
         this Agreement shall terminate at the election of either party (upon
         written notice to the other party) and (i) PanAmSat shall have no
         liability to Lessee, except for prepaid charges made by Lessee (if
         any); and (ii) Lessee shall have no liability to PanAmSat, except for
         previously incurred obligations.

         6.02  Transponder Performance Specifications.  The Lessee Transponders,
upon Delivery, shall at least meet the Transponder Performance Specifications.


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         6.03  Right to Lease.  On the Galaxy VIII(i) Lease Commencement Date
and subject to Section 4.01, Lessee shall be entitled to lease each of the
Lessee Transponders free from all liens, charges, claims or encumbrances
(collectively, "Encumbrances"), except: (i) Encumbrances resulting from (a)
Lessee's lease of the Lessee Transponders; (b) any actions taken by Lessee; or
(c) the right and interest of any financing entity pursuant to any transactions
entered into in connection with a sale and leaseback transaction involving the
Satellite or other financing by PanAmSat; and (ii) Encumbrances which do not
have an adverse effect on Lessee's rights hereunder. Notwithstanding the
preceding sentence, for so long as this Agreement is in full force and effect
and for so long as Lessee is not in default under this Agreement, PanAmSat shall
not assign (including as security) or otherwise grant any ownership interest in
any Lessee Transponder then being leased by Lessee pursuant to this Agreement
without securing the agreement of the party granted such an interest (the
"Holder") that, (y) provided Lessee is not in default under this Agreement,
Lessee shall lawfully and quietly hold and enjoy the benefits of this Agreement
without hindrance or molestation from PanAmSat, Holder or any person claiming
through or under PanAmSat or Holder, and (z) Holder shall not interfere with
Lessee's use of any of the Lessee Transponders in accordance with this Agreement
notwithstanding any default by PanAmSat under its agreement with Holder
providing for such an interest. [***]

         6.04  Government Regulations.  PanAmSat has used, and until disposition
of the Satellite pursuant to Section 17 will continue to use, its reasonable
best efforts to obtain and maintain, in all material respects, all applicable
United States federal, state and municipal and other non-governmental third
party authorizations or permissions to operate the Satellite, applicable to it
and the Satellite, and to comply, in all material respects, with all such
regulations regarding the operation of the Satellite and the Lessee Transponders
applicable to it.

         6.05  Not a Common Carrier.  Unless required to do so by the FCC,
PanAmSat shall not hold itself out, publicly or privately, as a provider of
common carrier communications services on the Satellite and is not purporting
herein to provide to Lessee or to any other party any such services with respect
to Galaxy VIII(i).

         6.06  TT&C.  Tracking, telemetry and control shall be provided by
PanAmSat, as assignee of Hughes Communications Satellite Services, Inc.
("HCSS"), for the Term pursuant to a separate "Transponder Service Agreement"
which was originally executed by HCSS and Lessee concurrently with the Initial
Galaxy VIII(i) Lease Agreement. The services provided by PanAmSat pursuant to
the Transponder Service Agreement are more specifically described in such
Transponder Service Agreement. The TT&C Fee for the Satellite shall be as set
forth in Section 3.01 hereof.


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         6.07  Outage Allowance.  PanAmSat shall grant Lessee an Outage
Allowance as follows:

         If an "Outage Allowance Failure Period" (as defined below) occurs, then
for each hour of such Outage Allowance Failure Period PanAmSat shall grant
Lessee a pro rata Outage Allowance based upon the monthly charge for the Lessee
Transponder experiencing the Transponder Capacity Failure, the length of the
Outage Allowance Failure Period, and a standard of 720 hours per month,
calculated pursuant to the equation below. Any such Outage Allowance shall be
applied to the next succeeding monthly billing to Lessee and shall not in any
case exceed one month's standard billing. "Outage Allowance Failure Period"
shall mean the aggregate period--only where such aggregation exceeds [***]
during any consecutive [***] period on such Lessee Transponder--during which a
Transponder Capacity Failure(s) occurs. A "Transponder Capacity Failure" shall
be deemed to occur if (i) after the Galaxy VIII(i) Commencement Date, a Lessee
Transponder fails to meet the applicable Transponder Performance Specifications
and (ii) PanAmSat is unable to furnish the necessary Transponder Spare as a
substitute for such Lessee Transponder pursuant to Section 9. A Transponder
Capacity Failure shall be measured from the time PanAmSat receives notice from
Lessee of a claimed Transponder Capacity Failure until the time the Lessee
Transponder has been restored to meeting the applicable Transponder Performance
Specifications, but shall not begin in any event until Lessee ceases to use such
Lessee Transponder. PanAmSat shall accept or reject such outage claim within
twenty-four (24) hours of notice from Lessee, or else such claim will be deemed
accepted.

                Outage Allowance = Outage Allowance Failure (in Hours) x  N
                                   ----------------------------------------
                                                    720

where  N  =    the Monthly Base Lease Rate then in effect divided by the
               number of Lessee Transponders in operation immediately prior to
               such Outage Allowance Failure Period.

In no case shall an Outage Allowance be made for any Transponder Capacity
Failure caused primarily by: (i) any failure on the part of Lessee to perform
its transmission or other material or operational obligations pursuant to this
Agreement; (ii) failure of any facilities provided by Lessee and/or its
contractors; (iii) reasonable periodic maintenance; provided, however, that
PanAmSat will inform Lessee of any proposed periodic maintenance in advance and
will use best reasonable efforts to agree upon the times at which such periodic
maintenance will be performed on the Lessee Transponders; (iv) interference from
sun outage or from third party transmissions or usage; (v) cooperative testing,
except where trouble or fault is found in the Lessee Transponder; or (vi) any
other act or failure to act by Lessee and/or its "Contractors" (as defined in
Section 20.07).

         6.08  [***]

         6.09  [***]

         6.10  [***]


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-9


<PAGE>


         6.11  Additional Transponders.

               (a)   On and after the Galaxy IIIC Lease Commencement Date, in
         addition to the Lessee Transponders leased pursuant to Section 2.01(b),
         Lessee shall have certain rights to lease additional Transponders on
         the Satellite (the "Additional Transponders") pursuant to Sections
         6.11(b) and (c). Lessee acknowledges that: (i) [***] of the Additional
         Transponders operate on the West (Latin) downlink beam of Galaxy
         VIII(i) and [***] of the Additional Transponders operate on the East
         (Brazil) downlink beam; (ii) due to frequency overlap, the eight
         Additional Transponders on the West (Latin) downlink beam cannot be
         used while the transponders leased by Lessee on the West downlink beam
         on Galaxy IIIC are also in operation (such Additional Transponders to
         be referred to herein as the "Overlapping Additional Transponders");
         and (iii) Lessee shall have the right and obligation to lease any of
         such Overlapping Additional Transponders under this Section 6.11 only
         in the event that the circumstances set forth in Section 6.11(c) occur
         with respect to the transponder(s) on Galaxy IIIC with which such
         Overlapping Additional Transponder(s) overlap frequencies.

               (b)   Lessee shall have the right to lease one or more Additional
         Transponders (other than the Overlapping Additional Transponders) upon
         one hundred twenty (120) days prior written notice to PanAmSat.
         Lessee's lease of Additional Transponders pursuant to this Section
         6.11(b) shall continue until the end of (i) the Base Term (if Lessee
         does not timely deliver the Renewal Notice) or (ii) the Renewal Term
         (if Lessee timely delivers the Renewal Notice).

               (c)   In the event that (i) PanAmSat verifies that (A) one or
         more of the Lessee Transponders then being leased by Lessee pursuant to
         this Agreement have become "Failed Transponders" as defined in Section
         12.01 hereof or (B) one or more of the transponders then being leased
         by Lessee pursuant to the Galaxy IIIC Lease Agreement have become
         "Failed Transponders" as defined in such Galaxy IIIC Lease Agreement,
         and (ii) PanAmSat is not able to replace such Failed Transponders with
         Transponder Spares pursuant to this Agreement or the Galaxy IIIC Lease
         Agreement (as applicable), then PanAmSat shall lease to Lessee, and
         Lessee shall lease from PanAmSat, as many of the Additional
         Transponders as may be necessary to replace the capacity of such
         unreplaced Failed Transponders. Lessee's lease of Additional
         Transponders pursuant to this Section 6.11(c) shall continue until the
         earlier to occur of: (i) the end of (A) the Base Term (if Lessee does
         not timely deliver the Renewal Notice) or (B) the Renewal Term (if
         Lessee timely delivers the Renewal Notice); or (ii) the date that the
         applicable Failed Transponder has been restored to operation meeting
         the applicable Transponder Performance Specifications.

               (d)   Upon the lease by Lessee of one or more Additional
         Transponders on the Satellite either (i) at Lessee's election pursuant
         to Section 6.11(b) or (ii) to replace a Failed Transponder on Galaxy
         IIIC pursuant to Section 6.11(c), the aggregate Monthly Base Lease Rate
         shall be increased by the applicable amount per Lessee Transponder per
         month for each leased Additional Transponder (less any Additional
         Transponder Fee payable with respect thereto), and each such Additional
         Transponder shall thereafter be deemed to be a "Lessee Transponder"
         under this Agreement.


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-10


<PAGE>


               (e)   Lessee recognizes that the Additional Transponders may be
         subject to interruption or pre-emption during eclipse periods due to
         the conditions described in Section 6.12. Lessee and PanAmSat agree
         that in the event of such interruption or pre-emption of a Additional
         Transponder, notwithstanding anything in this Agreement to the
         contrary, such Additional Transponder shall not be deemed to have
         suffered a Confirmed Failure as a result of such interruption or
         pre-emption, unless such Additional Transponder shall not be restored
         to operation meeting the Transponder Performance Specifications after
         termination of the applicable eclipse season.

               (f)   PanAmSat shall have the right to lease, or provide services
         using, any of the Additional Transponders (other than the Overlapping
         Additional Transponders, which PanAmSat shall not lease or provide
         service from other than to Lessee in accordance with this Section
         6.11); provided, however, that each such agreement for the lease of, or
         provision of services using, any such Additional Transponder to any
         other customer shall provide that PanAmSat shall have the right to (i)
         terminate such agreement upon not more than one hundred twenty (120)
         days prior written notice from PanAmSat in the event that Lessee
         exercises its right to lease such Additional Transponder in accordance
         with Section 6.11(b), and (ii) immediately terminate such agreement in
         the event of that such Additional Transponder is required to be leased
         to and by Lessee in accordance with Section 6.11(c); provided, further,
         that in the case of both clause (i) and (ii) in the foregoing proviso,
         if any other Additional Transponders (other than the Overlapping
         Additional Transponders) then remain not leased by Lessee, PanAmSat
         shall also have the right to move the affected other customer to such
         other Additional Transponder in lieu of terminating such agreement.

         6.12  Satellite Power Constraints.  Lessee recognizes that due to
battery cell failures and degradation that have occurred on the Satellite, it is
not possible for all Transponders on the Satellite to operate simultaneously at
all times during eclipse mode operations, and consequently PanAmSat may
interrupt or pre-empt Lessee's use of one or more of the Lessee Transponders by
deactivating such Lessee Transponders. Eclipse mode operations have a duration
of one minute to a maximum of approximately 75 minutes per day and occur during
two approximately 40-day periods each year centered around each of March 21 and
September 21, which are the peak dates of the daily eclipses. If deactivation of
a Lessee Transponder will be required under the previous paragraph (or due to
any other overall power constraint on the Satellite that may appear in the
future), then to the extent consistent with protecting the overall health and
performance of the Satellite, and to the extent technically feasible, PanAmSat
will deactivate Transponders in a manner consistent with the priority set forth
in Section 9.02. If any Lessee Transponder will be affected, and such action can
be anticipated, PanAmSat will use its best efforts to give Customer at least 30
days' notice or such lesser period of notice as is practical under the
circumstances. The deactivation of a Lessee Transponder under this Section 6.12
shall be treated as a failure of the capacity to meet the applicable Transponder
Performance Specifications.

7.       Additional Representations, Warranties and Obligations of Lessee


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-11


<PAGE>


         7.01  Compliance by Customers.  Lessee shall not allow any of its
customers or any other third party to utilize, directly or indirectly, any of
the Lessee Transponders in a manner that would constitute a breach of the terms
of this Agreement had such use been by Lessee on its own behalf. Without
implying any right of Lessee to permit any third party use of the Lessee
Transponders other than as expressly provided in this Agreement, Lessee shall be
responsible to PanAmSat for any third party use or transmission that is
permitted by Lessee to the same extent as it would be for Lessee's own use or
transmissions and references in this Agreement with respect to Lessee's
responsibilities to PanAmSat regarding Lessee's use or transmissions shall be
interpreted accordingly.

         7.02  Non-Interference.  Lessee's radio transmissions (and those of its
uplinking agents) to the Satellite shall comply in all material respects with
all FCC and all other governmental (whether international, federal, state,
municipal, of a Territory Country (as defined in Section 7.04) or otherwise)
statutes, laws, rules, regulations, ordinances, codes, directives and orders, of
any such governmental agency, body, or court (collectively, "Laws") applicable
to it regarding the operation of the Satellite and the Lessee Transponders, and
with the operational requirements (the "Operational Requirements") set forth in
Exhibit E, as the same may be modified from time to time by PanAmSat in its
reasonable discretion. Lessee shall not utilize (or permit or allow any of its
uplinking agents to utilize) any of the Lessee Transponders in a manner that
will or may interfere with the use of any other Transponder or cause physical
harm to any Lessee Transponder, any other Transponder, or to the Satellite.
Further, Lessee will coordinate (and will require its uplinking agents to
coordinate) with PanAmSat, in accordance with procedures reasonably established
by PanAmSat and uniformly applied to all users of transponders on the Satellite,
its transmissions to the Satellite, so as to minimize adjacent channel and
adjacent satellite interference and mitigate potential or actual damage to any
Lessee Transponder, any other Transponder or the Satellite. For purposes of this
Section 7.02, interference shall also mean acts or omissions which cause a
Transponder to fail to meet its Transponder Performance Specifications. Without
limiting the generality of the foregoing, Lessee (and its uplinking agents)
shall comply with all FCC rules and regulations regarding use of automatic
transmitter identification systems (ATIS).

         7.03  Laws.  Lessee shall comply (and shall require its uplinking
agents to comply), in all material respects, with all Laws applicable to it
regarding the operation or use of the Satellite and the Lessee Transponders.

         7.04  Terrestrial Facilities.  Lessee shall be responsible for the
provision, installation, operation, maintenance of, and for securing all
necessary authorizations for all earth station facilities and equipment
("Lessee-Provided Facilities"), for transmitting signals to, or receiving
signals from, the Satellite in accordance with the requirements set forth in
this Agreement. Any provision by PanAmSat to Lessee of earth station or other
terrestrial facilities or services shall be the subject of a separate agreement.
The parties agree and acknowledge that the absence of terrestrial interference
is not part of the Transponder Performance Specifications.


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-12


<PAGE>


         7.05  Lessee's Transmitting Stations.

               (a)   Lessee will configure, equip and operate its transmit
         facilities so that the interface of these facilities, in space, with
         the Satellite shall conform to the characteristics and technical
         parameters of the Satellite. Lessee will follow PanAmSat's procedures
         for initiating, and terminating, and increasing or decreasing the power
         levels of, any transmission to the Satellite. Lessee will operate all
         transmit facilities in a manner that allows for cessation of, and will
         cease, transmission immediately upon receiving notice from PanAmSat
         under Section 20.03(a) ("Telephone Notices"). Lessee will furnish such
         information regarding the technical parameters of its transmissions as
         may be required by PanAmSat prior to commencing, during, and upon the
         conclusion of any transmission to the Satellite.

               (b)   PanAmSat shall have the right, but not the obligation, to
         inspect any Lessee-Provided Facilities together with associated
         facilities and equipment used by Lessee, or by a third party under the
         authority of Lessee, to transmit to any Lessee Transponder. PanAmSat
         will use all reasonable efforts to schedule inspections to minimize the
         disruption of the operation of the facilities, and Lessee shall make
         the facilities available for inspection at all reasonable times. Lessee
         shall, upon PanAmSat's request, provide measured proof that any
         transmit facility meets or exceeds the sidelobe envelope described in
         Exhibit E.

         7.06  Lessee's Uplink Providers.  Lessee shall be permitted to contract
with other parties to transmit its signals to, or receive its signals from the
Satellite; provided, that Lessee requires its contractors to comply with all of
the requirements of this Agreement regarding transmissions to, or reception
from, the Satellite and makes PanAmSat a third party beneficiary (or to the
extent that it may be required for enforceability, gives PanAmSat direct
privity) entitled to enforce said agreement. If Lessee retains third parties as
permitted by the previous sentence, these third parties' facilities shall be
deemed to be Lessee-Provided Facilities and the acts and omissions of these
third parties in connection with the transmission or reception of Lessee's
signals shall be deemed to be the acts and omissions of such third parties and
of Lessee.

         7.07  [***]

         7.08  Additional Usage Representations, Warranties  and Obligations.

               (a)   Lessee has not been convicted for the criminal violation
         of, and has not been found by the FCC or other federal, state or local
         governmental authority in the United States or by a Territory Country
         (as defined below) with appropriate jurisdiction (a "Governmental
         Authority") to have violated, any law or regulation concerning illegal
         or obscene program material or the transmission thereof (the
         "Obscenity/Content Laws"), and Lessee is not aware of any pending
         investigation (including, without limitation, a grand jury
         investigation)


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-13


<PAGE>


         involving Lessee's programming related to the Obscenity/Content Laws or
         any  pending  proceeding  against  Lessee  for  the  violation  of  any
         Obscenity/Content Laws. As used herein,  "Territory Country" shall mean
         any country located in the Territory.

               (b)   Lessee will notify PanAmSat as soon as it receives
         notification of, or becomes aware of, any pending investigation by any
         Governmental Authority, or any pending criminal proceeding against
         Lessee, which investigation or proceeding concerns transmissions by
         Lessee over the Transponders potentially in violation of any law,
         including without limitation, Obscenity/Content Laws.

               (c)   Any use of the Lessee Transponders shall comply, in all
         material respects, with all applicable laws of the United States and
         each Territory Country regarding the operation or use of the Satellite
         and the Lessee Transponders (including, but not limited to, any
         Obscenity/Content Laws).

8.       Preemptive Rights

         8.01  Lessee recognizes that it may be necessary in unusual or abnormal
situations or conditions for PanAmSat deliberately to preempt or interrupt
Lessee's use of any or all of the Lessee Transponders, in order to protect the
overall performance of the Satellite. Such decisions shall be made by PanAmSat
in its sole discretion; provided, however, that, to the extent it is technically
feasible, PanAmSat shall preempt or interrupt the use of Transponders in the
inverse order of their priority as set forth in Section 9.02. To the extent
technically feasible, PanAmSat shall give Lessee at least forty-eight (48)
hours' notice of such preemption or interruption, shall provide Lessee with
information regarding the technical circumstances and reasons for such
preemption or interruption, and shall use its reasonable best efforts to
schedule and conduct its activities during periods of such preemption or
interruption so as to minimize the disruption to the use of Transponders on such
Satellite. To the extent that such preemption results in a loss to Lessee of the
use of the Lessee Transponders sufficient to constitute a breach of PanAmSat's
obligations as set forth in Section 12, Lessee shall have all of the rights and
remedies set forth in Sections 6.07, 9 and 12.

         8.02  If a Lessee Transponder is not meeting the applicable Transponder
Performance Specifications, but Lessee elects to continue to use (and pay for)
such Lessee Transponder, as degraded, PanAmSat may interrupt Lessee's use as
necessary to perform testing or take any other action that may be appropriate to
attempt to restore the affected Lessee Transponder to the applicable Transponder
Performance Specifications. In such event, PanAmSat shall coordinate activities
with affected users of the Satellite and shall use all reasonable efforts to
minimize the overall disruption. To the extent that any period of interruption
results in a loss to Lessee of the use of such Lessee Transponder that is
sufficient to constitute a Confirmed Failure, Lessee shall have all of the
rights regarding Outage Allowances that are set forth in Section 6.07.


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-14


<PAGE>


         8.03  Satellite Power Constraint.  As the Satellite increases in age,
because of overall power constraints on the Satellite, it may be necessary to
cease operating (or interrupt operation of) one or more Transponders on the
Satellite. If such deactivation is required, to the extent consistent with
protecting the overall health and performance of the Satellite, and to the
extent technically feasible, PanAmSat will, as between the Lessee Transponders
and other Transponders on the Satellite, deactivate Transponders in reverse
order of the priority stated in Section 9.02 below. If any Lessee Transponder
will be affected, and such action can be anticipated, PanAmSat will give Lessee
at least thirty days' notice or such lesser period of notice as is practical
under the circumstances. The deactivation of a Lessee Transponder under this
Section 8.03 shall be treated as a failure of the capacity to meet the
applicable Transponder Performance Specifications.

9.       Transponder Spares

         9.01  Use of Transponder Spares.  The Satellite contains certain
Ku-Band redundant equipment units (individually, a "Transponder Spare"), which
are designed as substitutes for equipment units the failure of which could cause
a Transponder to fail to meet the Transponder Performance Specifications.
PanAmSat, as soon as possible and to the extent technically feasible, shall
employ a Transponder Spare in the Satellite as a substitute for any Lessee
Transponder equipment unit that has caused any Lessee Transponder to suffer a
Confirmed Failure (as defined in Section 12.02) in order to enable such Lessee
Transponder to meet the Transponder Performance Specifications. To the extent
technically feasible, a Transponder Spare will be substituted for the faulty
equipment unit on a first-needed, first-served basis to satisfy PanAmSat's
obligations to Lessee and to other Owners or Users of Transponders on the
Satellite, if any, which have suffered Confirmed Failures; provided, however,
that PanAmSat's obligations to provide Transponder Spares shall continue until
such time as all of the Transponder Spares are committed to use as substitutes
for Transponders which have suffered Confirmed Failures. If PanAmSat furnishes a
Transponder Spare to Lessee as a substitute for an equipment unit that has
caused a Lessee Transponder to suffer a Confirmed Failure, then such Transponder
Spare shall become part of the Transponder which is leased to Lessee hereunder,
and Lessee, concurrently, shall no longer have any right to lease or otherwise
use the failed equipment unit. Any Lessee Transponder equipment unit which has
been returned shall be made available by PanAmSat, to the extent technically
feasible, to satisfy its obligations to any other Owners of Transponders on the
Satellite. Lessee agrees and acknowledges that the Transponder Spare redundancy
plan of the Satellite may require PanAmSat to reassign certain TWTAs among
Transponders to make use of spare equipment. In circumstances in which a
Transponder Spare is required to be employed for any Owner and to do so requires
a change in the TWTA assigned to Lessee, Lessee shall, on notice from PanAmSat,
immediately cease transmitting to the Lessee Transponder using such TWTA to
allow such reassignment and for a different TWTA (which must meet or exceed the
applicable Transponder Performance specifications) to be assigned to such Lessee
Transponder. PanAmSat also shall have the right, until the Transponder Spares
are needed, to utilize such Transponder Spares in any manner PanAmSat
determines.

         9.02  Simultaneous Failure -- Priority with Respect to the Use of
Transponder Spares.  If Transponders of more than one Owner simultaneously
suffer a Confirmed Failure, then, to the extent technically feasible, the Lessee
Transponders shall have priority over the Transponders of


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-15


<PAGE>


other Owners as to the use of a Transponder Spare. In the event that one or more
Lessee Transponders simultaneously suffer a Confirmed Failure, then such Lessee
Transponders shall have priority amongst themselves as to the use of Transponder
Spares according to the list set forth in Exhibit C, shall have priority as to
the use of Transponder Spares (provided, however, that Lessee shall have the
right at any time from time to time, by written notice to PanAmSat, to change
the priorities between and among any of the Lessee Transponders), to the extent
technically feasible. As used in this Section 9.02, the term "simultaneously"
shall be deemed to mean occurring within any 24-hour period.

         9.03  PanAmSat's Ownership of Transponders.  PanAmSat may retain or
acquire ownership of any Transponders (any Transponders so retained or acquired
by PanAmSat being referred to herein as "PanAmSat's Transponders"). In such
event, PanAmSat shall have the same right to use PanAmSat's Transponders as any
other Owner (taking into account such Owner's rights as set forth in the
relevant transponder purchase agreement, lease agreement or license agreement)
would have, including, without limitation, the right to utilize Transponder
Spares in the event PanAmSat's Transponders do not meet the Transponder
Performance Specifications. PanAmSat also shall have the right, but not the
obligation, to utilize PanAmSat's Transponders to satisfy PanAmSat's obligations
(i) to Lessee under this Agreement, or (ii) to any other Owners. PanAmSat's
priority under the provisions of this Section 9 and other sections of this
Agreement shall be determined in accordance with Exhibit C.

10.      Termination Rights

         10.01  Termination by Lessee.  Provided that Lessee is not in default
of any of its material obligations under the Agreement, Lessee shall have the
right to terminate its obligations under this Agreement upon delivery of written
notice to PanAmSat at least thirty (30) days' prior to the effective date of
such termination, only if and when any of the following events shall have
occurred:

                (a)   If, prior to the last day of the Term, more than one-half
         of the total number of Lessee Transponders then being leased on Galaxy
         VIII(i) become Failed Transponders (as defined in Section 12.01) and
         PanAmSat has not, within one (1) month of such failure, restored such
         Failed Transponders to the applicable Transponder Performance
         Specifications (including through the use of Transponder Spares or
         Additional Transponders); provided that such failure does not result
         from a force majeure condition (as set forth in Section 11.01, unless
         (i) such force majeure condition continues for longer than one (1)
         month and during such period all of such Lessee's Transponders remain
         Failed Transponders; and (ii) such force majeure condition is not
         attributable to acts or omissions of Lessee any of Lessee's Contractors
         or "Users" (as defined in Section 10.06) or the employees, directors or
         agents of Lessee or of any of Lessee's Contractors or Users); and

               (b)   If Lessee terminates its obligations as to all Lessee
         Transponders as set forth in this Section 10.01 (the "Terminated
         Transponders"), then Lessee shall be entitled to a full refund, without
         interest, of all lease prepayments made, if any, for each such
         Terminated Transponder, less any payments made by PanAmSat to it on
         account of such Terminated


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-16


<PAGE>


         Transponders pursuant to other provisions of this Agreement, and Lessee
         and PanAmSat shall have no further obligations to each other as to each
         such Terminated Transponder, except for (i) obligations arising with
         respect to such Terminated Transponder prior to its becoming a Failed
         Transponder, and (ii) Lessee's obligation to pay [***] for all periods
         prior to such termination.

         10.02  Termination by PanAmSat.

               (a)   Notwithstanding anything else set forth in this Agreement
         and in addition to all other remedies PanAmSat may have, PanAmSat may
         immediately terminate this Agreement if: (i) Lessee shall have failed
         to pay any amount due and payable pursuant to the provisions of Section
         3, and Lessee has been given written notice by PanAmSat of said failure
         (and the Chief Financial Officer and General Counsel of GLA have been
         given a copy of such notice) and Lessee shall have failed to pay the
         amount due and payable within ten (10) business days after PanAmSat has
         given such notice to Lessee; (ii) Lessee fails to cease any activity in
         violation of Section 7.02, 8.01 or 10.06 upon receiving notice from
         PanAmSat in accordance with Section 20.03(a); (iii) Lessee fails to
         cease any other activity in violation of Lessee's obligations under
         this Agreement within thirty (30) days after receiving from PanAmSat a
         written notice of such violations; or (iv) PanAmSat terminates the
         Galaxy IIIC Lease Agreement; provided that in the case of any of (i),
         (ii) or (iii), GLA has not assumed and performed all of Lessee's
         obligations pursuant to a GLA Assumption as set forth in Section 2.02
         hereunder within the cure period specified in the applicable clause.

               (b)   In the event of a termination under clause (i) of Section
         10.02(a), PanAmSat may accelerate and declare immediately due and
         payable all remaining payments due under this Agreement through the end
         of the Term. In the event of a termination under any of clauses (ii),
         (iii) or (iv) of Section 10.02(a), Lessee shall continue to be
         responsible for all remaining payments as they would otherwise have
         become due and payable under this Agreement through the end of the Term
         but for such termination; provided, that if Lessee fails to make
         payment of any such amount such that a termination right would arise
         under clause (i) of Section 10.02(a), then PanAmSat may accelerate and
         declare immediately due and payable all remaining payments that would
         otherwise have become due and payable under this Agreement through the
         end of the Term.

               (c)   Any late payments by Lessee to PanAmSat shall be with
         interest calculated at the "Interest Rate" set forth in Section 20.01,
         payable with the amount due and calculated from the date payment was
         due until the date it is received by PanAmSat. PanAmSat shall have the
         obligation to mitigate its damages in connection with any breach by
         Lessee of this Agreement only to the extent mandated by the internal
         laws of the State of California. As an indication only and not as a
         limitation, PanAmSat shall not have any obligation to remarket the
         Lessee Transponders prior to leasing or selling all transponders on
         satellites either launched or expected to be launched by PanAmSat or
         any of its affiliates.

         10.03  PanAmSat's Right to Transfer.  If, for any reason whatsoever,
(i) Lessee does not make the payments in the amounts and on the dates set forth
in Section 3 or any other event occurs


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-17


<PAGE>


which may give rise to a termination right under 10.02 if uncured and (ii) if
applicable, Lessee and GLA fail to cure such default as set forth in Section
10.02, then, in addition to all of its other remedies at law or in equity,
PanAmSat shall be entitled immediately to Transfer (as defined in Section 13)
any or all of the Lessee Transponders to whomever PanAmSat sees fit, Lessee
shall not be entitled to any equitable relief as a result thereof, and Lessee's
exclusive remedy shall be limited to recovery of any payments made to it by
PanAmSat, without interest, less any claim PanAmSat has against Lessee by reason
of Lessee's default.


[***] Filed separately with the Commission pursuant to a request for
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                                      D-18


<PAGE>


         10.04  Prompt Repayment.  All refunds provided for in this Section 10
to be made by PanAmSat shall be made within fifteen (15) business days of
receipt by PanAmSat of notice of termination by Lessee, and any late payment by
PanAmSat to Lessee shall be with interest calculated at the "Interest Rate" set
forth in Section 20.01, payable with the amount due and calculated from the date
payment was due until the date it is received by Lessee.

         10.05  Termination by Lessee or PanAmSat.  Notwithstanding anything
else set forth in this Agreement, either Lessee or PanAmSat may terminate its
obligations under this Agreement as to the Lessee Transponders, upon written
notice to the other party: (i) if the FCC shall have by Final Order (as defined
below), prevented PanAmSat from using the Satellite or the Transponders to
transmit to the Territory; (ii) on the Satellite Removal Date (as defined in
Section 17); or (iii) as provided under the provisions of Section 5.03. As used
herein, an order of the FCC becomes a "Final Order" when the FCC's action is no
longer subject to administrative or judicial reconsideration, rehearing, review,
stay, appeal or other similar actions which could be filed with the FCC or with
any court having jurisdiction to review said action.

         10.06  Right to Deny Access.

                (a)   If, in connection with using the Lessee Transponders,

                      (i)    User (as defined below) is indicted or is otherwise
                charged as a defendant in a criminal proceeding based upon, or
                is convicted under, any Obscenity/Content Law or has been found
                by any Governmental Authority to have violated any such law;

                      (ii)   based on any User's use of the Transponders,
                PanAmSat is indicted or otherwise charged as a criminal
                defendant, becomes the subject of a criminal proceeding or a
                governmental action seeking a fine, license revocation or other
                sanctions, or any Governmental Authority seeks a cease and
                desist or other similar order or filing;

                      (iii)  the FCC has issued an order initiating a proceeding
                to revoke PanAmSat's authorization to operate the Satellite;

                      (iv)   PanAmSat obtains a court order pursuant to Section
                10.06(c) or a court or Governmental Authority of competent
                jurisdiction orders PanAmSat to deny access to User or orders
                User to cease transmission;

                      (v)    PanAmSat receives written notice (the "Illegal
                Programming Notice") from a Governmental Authority that such
                authority considers Lessee and/or any other User's programming
                to be in violation of Obscenity/Content Laws (the "Illegal
                Programming"), and that if PanAmSat does not cease transmitting
                such Illegal Programming, then PanAmSat and/or its affiliates
                and/or any of their executives will be indicted or otherwise
                charged as a criminal defendant, will


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                                      D-19


<PAGE>


                become the subject of a criminal proceeding or a governmental
                action seeking a fine, license revocation or other sanctions, or
                that such Governmental Authority will seek a cease and desist or
                other similar order or filing (with PanAmSat being obligated, to
                the extent permitted by law, to provide Lessee with a copy of
                such Illegal Programming Notice);

                      (vi)   PanAmSat has the right to terminate this Agreement
                pursuant to Section 10.02 (provided that any notice that would
                be required for termination under Section 10.02 shall also be
                given for any such denial of access); or

                      (vii)  Lessee's signal(s) is being "jammed" by a third
                party (governmental or otherwise) and such jamming is
                interfering with the use or threatens the health of the
                Satellite; provided that PanAmSat shall, in cooperation with
                Lessee, use its reasonable efforts through available legal means
                to cause such jamming to be stopped as soon as possible;
                provided further that the foregoing shall not require either
                Lessee or PanAmSat to institute legal proceedings against any
                third party;

then, upon notice from PanAmSat to Lessee (the "Denial of Access Notice"), User
shall cease using the Lessee Transponders immediately, in the case of a denial
of access pursuant to subparagraphs (i), (ii), (iii), (iv), (vi) or (vii) above,
or within 24 hours following receipt of such notice, in the case of a denial of
access pursuant to subparagraph (v), above; and if User does not voluntarily
cease using such capacity at the appropriate time, then PanAmSat shall have the
right to take such steps as PanAmSat deems necessary to prevent User from
accessing the Lessee Transponders. Provided, however, that in the case of an
Illegal Programming Notice, if User has more than one programming service, then
the denial of access by PanAmSat shall apply only to the Transponders used to
provide the alleged Illegal Programming service, as best as can be determined by
PanAmSat; and provided further, however, that if, upon receipt of the Denial of
Access Notice from PanAmSat, User does not immediately cease transmission of
such Illegal Programming service, then PanAmSat shall have the right to take
such steps as PanAmSat deems necessary to prevent User from accessing the
Transponders used to transmit such Illegal Programming service (and if,
thereafter, Lessee transmits such Illegal Programming service using any of
Lessee's Transponders, then PanAmSat shall have the immediate right, without
further notification, to take such steps as PanAmSat deems necessary to prevent
Lessee from accessing any Lessee Transponder). As used herein, "User" shall mean
Lessee and any person to whom Lessee Transfers all or part of its right to use
any of the Lessee Transponders, including without limitation, a lessee, licensee
or assignee. Lessee agrees to maintain a properly operating facsimile machine at
all times to receive the Denial of Access Notice from PanAmSat.

                (b)   If PanAmSat denies, or has given Lessee notice of its
         intent to deny, access to the Lessee Transponders pursuant to the
         provisions of this Section 10.06, and if Lessee does not believe the
         conditions set forth in this Agreement to PanAmSat's denial of access
         have been met, then Lessee shall have the immediate right to seek
         injunctive relief,


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                                      D-20


<PAGE>


         including a temporary restraining order on notice of four (4) hours or
         more to PanAmSat, to prevent the denial or continuing denial of such
         access by PanAmSat.

                (c)   PanAmSat shall also have the right to seek: (i) injunctive
         relief, including a temporary restraining order on notice of four (4)
         hours or more to Lessee, to prevent, suspend or otherwise limit User's
         continued access to the Lessee Transponders where PanAmSat believes
         such use has resulted or will result in a violation of any
         Obscenity/Content Law; or (ii) declaratory relief to establish its
         right to deny User's access to Lessee Transponders under this
         Agreement.

                (d)   Either party shall be entitled to oppose the other's
         attempt to obtain equitable relief. However, in order to enable either
         party to obtain a resolution of any such dispute as expeditiously as
         possible, both parties hereby agree that: (i) neither party will
         contest the jurisdiction of, or the venue of, any action for equitable
         relief brought by the other party in the following courts: the U.S.
         District Court for the Southern District of New York and the U.S.
         District Court for the Central District of California; (ii) the party
         opposing equitable relief (the "Opposing Party") will make itself
         available to accept service by telecopy or personal delivery on a 24
         hour-a-day basis for five (5) consecutive days following receipt by the
         Opposing Party of the other party's notice of its intent to seek such
         equitable relief; and (iii) if either party seeks a temporary
         restraining order and provides notice to the Opposing Party at least
         four (4) hours before the scheduled court hearing, then the Opposing
         Party will not challenge the timeliness of such notice.

                (e)   If it is determined by final judicial order that PanAmSat
         prevented Lessee from accessing any or all of the Lessee Transponders
         at a time when it did not have the right to do so pursuant to this
         Section 10.06, then Lessee's sole and exclusive remedy shall be
         PanAmSat's payment to Lessee of liquidated damages equal to [***] for
         the terminated capacity, such pro-ration to be based on the period of
         time of loss of use of such capacity and the amount of capacity
         affected. Except as provided in the immediately preceding sentence, a
         denial of access made by PanAmSat under this Section 10.06 shall not
         result in any Outage Allowance, refund or other damages to Lessee, and
         all Monthly Base Lease Rate and TT&C Fee payments shall continue to be
         due and payable.

                (f)   All remedies of PanAmSat set forth in this Section 10.06
         shall be cumulative and in addition to, and not in lieu of, any other
         remedies available to PanAmSat at law, in equity or otherwise, and may
         be enforced by PanAmSat concurrently or from time to time.

                (g)   In addition to any other indemnification obligations found
         elsewhere in this Agreement, Lessee shall indemnify and save PanAmSat,
         its directors, officers, employees, and its affiliates from any
         liability or expense arising out of or related to User's use of the
         Lessee Transponders in violation (or alleged violation) of this Section
         10.06. Lessee shall pay all expenses (including reasonable attorneys'
         fees) incurred by PanAmSat in connection with all legal or other formal
         or informal proceedings, instituted by any private third party or any
         Governmental Authority, and arising out of or related to User's use of
         the Lessee


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                                      D-21


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         Transponders under this Section 10.06, and Lessee shall satisfy all
         judgments, fines, penalties, costs, or other awards which may be
         incurred by or rendered against PanAmSat as a result thereof, as and to
         the extent permitted by law.

11.      Force Majeure

         11.01  Failure of Performance.  Any failure in the performance of the
Transponders, once provided, shall not be a breach of this Agreement if such
failure results from acts of God, governmental action or Law (whether in its
sovereign or contractual capacity) or any other circumstances reasonably beyond
the control of PanAmSat, including, but not limited to, earth station sun
outage, weather, or acts or omissions of Lessee or any third parties (excluding
Hughes Space and Communications Company ("HSC") and all of its direct and
indirect subsidiaries, and any other affiliates of PanAmSat or HSC with whom
PanAmSat or HSC contracts for any components of the Satellite or any services
with respect thereto). Nothing in this Section 11.01 shall excuse (i) PanAmSat's
obligations to provide Transponder Spares, to the extent available and
technically feasible, to satisfy its obligations as set forth in Section 9 or
(ii) PanAmSat's obligations under Sections 6.08 and 6.09.

12.      Limitation of Liability/Breach of Warranty

         12.01  Liability of PanAmSat.  If (i) after the Galaxy VIII(i) Lease
Commencement Date, a Lessee Transponder fails to meet the Transponder
Performance Specifications prior to the last day of the Term, (ii) such failure
is deemed to be a "Confirmed Failure" (as defined in Section 12.02), and (iii)
PanAmSat is unable to furnish the necessary Transponder Spare as a substitute
for such Lessee Transponder pursuant to Section 9, then such Transponder shall
be deemed to be a "Failed Transponder." In the event that any such failure of a
Lessee Transponder is excused by an event set forth in Section 11.01, Lessee
shall be entitled to cease making a pro rata portion of the Monthly Base Lease
Rate payments as to such Lessee Transponder for so long as the event set forth
in Section 11.01 continues.

         12.02  Confirmed Failure.  A Lessee Transponder shall be deemed to have
suffered a "Confirmed Failure" if (a) it fails to meet the Transponder
Performance Specifications for a cumulative period of more than [***] during any
consecutive [***] period, (b) [***] or more "outage units" (as defined below)
occur within a consecutive [***] period, or (c) it fails to meet the Transponder
Performance Specifications for any period of time under circumstances that make
it clearly ascertainable or predictable, by technical analysis, that the failure
set forth in either (a) or (b) of this Section 12.02 will occur. An "outage
unit" shall mean the failure of the Lessee Transponders to meet the Transponder
Performance Specifications for a [***] period in one day (with each such [***]
period in the same day constituting a separate outage unit). As used herein, the
term "day" shall mean a 24-hour period of time commencing on 12:00 Midnight
Eastern Time. Lessee shall give PanAmSat immediate notification of any such
failure, as soon after commencement of any such failure as is reasonably
possible, and of the relevant facts concerning such failure. Upon PanAmSat's
verification that a Lessee Transponder has suffered a Confirmed Failure, such
failure shall be deemed to have commenced upon receipt by PanAmSat of
notification from Lessee, or


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PanAmSat's actual knowledge, whichever first occurs, of the Confirmed Failure.
If PanAmSat has actual knowledge that a Lessee Transponder has suffered a
failure which is clearly ascertainable or predictable, by technical analysis,
that such failure will become a Confirmed Failure with the passage of time, then
PanAmSat shall so notify Lessee and such Lessee  Transponder  shall be deemed to
have suffered a Confirmed Failure upon such notification.  All determinations as
to  Confirmed  Failures  and Outage  Allowances  shall be made on an  individual
Transponder by Transponder basis.

         12.03  Repayment for Failed Transponder.  For each Lessee Transponder
that has become a Failed Transponder, for which Lessee is entitled to cease
making Monthly Base Lease Rate payments, and for which Lessee has ceased making
Monthly Base Lease Rate payments, Lessee shall be entitled to a refund equal to
the product of (i) a fraction, the numerator of which is the number of days from
the date such Lessee Transponder became a Failed Transponder until the end of
the calendar month in which such failure occurred and the denominator of which
is the total number of days in the calendar month in which such failure
occurred, multiplied by (ii) the applicable Monthly Base Lease Rate actually
paid by Lessee for such Transponders for the calendar month in which such
failure occurred. PanAmSat may offset against any refund due to Lessee pursuant
to this Section 12.03 any amounts due from Lessee to PanAmSat under this
Agreement [***] and any Outage Allowance already paid to Lessee for any period
from and after the date such Lessee Transponder became a Failed Transponder. In
addition, if the performance of a Lessee Transponder is such that, while it
fails to meet the Transponder Performance Specifications, its performance is
nonetheless of some value to Lessee, then prior to accepting repayment
calculated as aforesaid, Lessee shall have the right to negotiate with PanAmSat
to determine if there is a mutually agreeable reduced lease rate upon which
Lessee is willing to continue leasing such Transponder.

         12.04  Limitation of Liability.

                (a)   ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT
         NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
         PURPOSE OR USE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED EXCEPT TO THE
         EXTENT SPECIFICALLY AND EXPRESSLY PROVIDED FOR IN SECTION 6.02. IT IS
         EXPRESSLY AGREED THAT PANAMSAT'S SOLE OBLIGATIONS AND LIABILITIES
         RESULTING FROM A BREACH OF THIS AGREEMENT, AND LESSEE'S EXCLUSIVE
         REMEDIES FOR ANY CAUSE WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
         LIABILITY ARISING FROM NEGLIGENCE) ARISING OUT OF OR RELATING TO THIS
         AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY, ARE LIMITED TO
         THOSE SET FORTH IN SECTIONS 9, 10 AND 12, HEREOF, AND ALL OTHER
         REMEDIES OF ANY KIND ARE EXPRESSLY EXCLUDED, INCLUDING, WITHOUT
         LIMITATION, ALL RIGHTS AND REMEDIES OF LESSEE UNDER DIVISION 10,
         CHAPTER 5, ARTICLE 2 AND SECTIONS 10209, 10406 AND 10504 OF THE
         CALIFORNIA UNIFORM COMMERCIAL CODE.

                (b)   IN NO EVENT SHALL PANAMSAT BE LIABLE FOR ANY INCIDENTAL OR
         CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS),
         WHETHER FORESEEABLE OR NOT, OCCASIONED BY ANY DEFECT IN THE
         TRANSPONDERS, DELAY IN DELIVERY OR PROVISION OF THE TRANSPONDERS,
         FAILURE OF THE TRANSPONDERS TO PERFORM OR ANY


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                                      D-23


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         OTHER CAUSE WHATSOEVER. PANAMSAT MAKES NO WARRANTY, EXPRESS OR IMPLIED,
         TO ANY OTHER PERSON OR ENTITY CONCERNING THE TRANSPONDERS OR THE
         SATELLITES AND LESSEE SHALL DEFEND AND INDEMNIFY PANAMSAT FROM ANY
         CLAIMS MADE UNDER ANY WARRANTY OR REPRESENTATION BY LESSEE TO ANY THIRD
         PARTY. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL ALSO APPLY
         TO THE HUGHES SPACE AND COMMUNICATIONS COMPANY (THE MANUFACTURER OF THE
         SATELLITE AND TRANSPONDERS) AND ALL AFFILIATES THEREOF. WITHOUT
         LIMITING THE GENERALITY OF THE FOREGOING, LESSEE ACKNOWLEDGES AND
         AGREES THAT IT SHALL HAVE NO RIGHT OF RECOVERY FOR THE SATISFACTION OF
         ANY CAUSE WHATSOEVER, ARISING OUT OF OR RELATING TO THIS AGREEMENT,
         AGAINST (A) ANY PARENT COMPANY OF PANAMSAT OR COMMONLY CONTROLLED
         ENTITIES, INCLUDING, WITHOUT LIMITATION, HUGHES ELECTRONICS CORPORATION
         (COLLECTIVELY, "PANAMSAT COMPANIES"), (B) ANY SUPPLIER OF SERVICES OR
         EQUIPMENT TO PANAMSAT IN CONNECTION WITH THE CONSTRUCTION, LAUNCH,
         OPERATION, MAINTENANCE, TRACKING, TELEMETRY AND CONTROL OF THE
         SATELLITE OR THE LESSEE TRANSPONDERS, OR THE PROVISION OF THE LESSEE
         TRANSPONDERS TO LESSEE IN ANY CIRCUMSTANCES IN WHICH PANAMSAT WOULD BE
         OBLIGATED TO INDEMNIFY THE SUPPLIER, OR (C) ANY OFFICER, DIRECTOR,
         EMPLOYEE, AGENT, PARTNER OR SHAREHOLDER OF PANAMSAT OR ANY PANAMSAT
         COMPANY.

                (c)   Lessee shall indemnify and save the "PanAmSat Group"
         (defined herein to mean PanAmSat, the PanAmSat Companies and all
         officers, employees, agents, partners and shareholders of PanAmSat
         and/or the PanAmSat Companies) harmless from all liability disclaimed
         by PanAmSat, as specified in Sections 12.04(a) and (b) above, to the
         extent such liability arises in connection with the Services provided
         pursuant to this Agreement, including, without limitation, Lessee's
         violation or alleged violation of any Laws (including, without
         limitation, any Obscenity/Content Laws). Lessee shall pay all expenses
         (including attorneys' fees) incurred by the PanAmSat Group (whether
         individually or jointly) in connection with all legal or other formal
         or informal proceedings concerning claims of third parties described in
         the preceding sentence, and Lessee shall satisfy all judgments, costs,
         or other awards which may be incurred by or rendered against the
         PanAmSat Group (whether individually or jointly) in such proceeding.
         Lessee shall have the right to defend any legal or other formal or
         informal proceedings concerning claims of third parties; provided,
         however, that Lessee shall conduct such defense with legal counsel
         reasonably satisfactory to PanAmSat. Lessee shall pay any settlement of
         any such claim or legal or other formal or informal proceeding, but
         Lessee shall not agree to any settlement of any third party claim
         without first giving thirty (30) days prior written notice of the terms
         and conditions of such settlement to PanAmSat and obtaining PanAmSat's
         written consent to such settlement, which consent shall not be
         unreasonably withheld or delayed.

                (d)   Notwithstanding the limitations of the second sentence of
         Section 12.04(a),


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                                      D-24


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         Lessee and PanAmSat each shall have the right to obtain injunctive
         relief, if necessary, in order to prevent the other party from
         willfully breaching its obligations under this Agreement or to compel
         the other party to perform its obligations under this Agreement. In
         this regard, both parties acknowledge and agree that the Lessee
         Transponders to be provided hereunder are unique and not readily
         available on the open market and that, if the Lessee Transponders are
         not available to Lessee because the terms of the Agreement are not
         fulfilled through no fault of Lessee and for reasons attributable to a
         breach of this Agreement by PanAmSat, then Lessee's remedies at law
         would not be adequate. The parties further acknowledge and agree that
         if Lessee breaches the terms of this Agreement, then PanAmSat's
         remedies at law would not be adequate.

                (e)   [***]

         12.05  Obligations of Lessee to Cooperate.  If any of Lessee's
Transponders fail to meet the Transponder Performance Specifications, then
Lessee shall use reasonable efforts to cooperate and aid PanAmSat in curing such
failure; provided that such efforts can be done at minimal or no cost to Lessee,
unless reimbursed by PanAmSat.

                (a)   These obligations of Lessee shall include, but not be
         limited to, the following:

                      (i)   If there is a problem which can be compensated for
                by increasing the power of its transmission to the Lessee
                Transponders, then Lessee shall do so, at PanAmSat's cost and
                expense, to the extent it can with existing equipment; provided,
                however, that PanAmSat shall not be able to require Lessee to
                increase the power of its transmission if, by doing so, it would
                cause interference with other Transponders on the Satellite
                which is prohibited by Section 7.02 of this Agreement, or
                interference with any other satellite; and

                      (ii)   Permitting PanAmSat, at PanAmSat's cost and
                expense, to upgrade Lessee's equipment; provided that Lessee
                shall be entitled to select and install such equipment and
                determine its configuration in accordance with its own existing
                operating procedures and technical requirements, and in
                accordance with applicable laws and regulations.

                (b)   PanAmSat shall give notice to Lessee if and when it
         requires the increase of power of the transmission of any other Owner
         pursuant to such Owner's obligation equivalent to this Section 12.05.
         PanAmSat shall also give notice to Lessee when it acquires knowledge of
         any other Transponder user uplinking at power levels which might cause
         interference with the Lessee Transponders. If, after such increase in
         power, any of the Lessee Transponders no longer meet its Transponder
         Performance Specifications, PanAmSat shall promptly take steps to
         reduce interference, if any, prohibited by Section 7.02.


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                                      D-25


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                (c)   Lessee's priority for the use of Transponder Spares under
         Section 9 shall be determined at the time that any of the Lessee
         Transponders would otherwise have become a Failed Transponder without
         Lessee's cooperation under this Section 12.05. Regardless of Lessee's
         cooperation under this Section 12.05, Lessee shall have the right to
         exercise its right to the use of a Transponder Spare to which it would
         have been entitled at the time that such Lessee Transponder was
         initially determined to have failed had Lessee not taken such action.

13.      Limitations on Transfer by Lessee

         Except as specifically provided for in this Agreement, neither Lessee
nor PanAmSat shall assign or otherwise Transfer (as defined below) its rights
under this Agreement except with the written consent of the other, which consent
may be given or withheld in such party's sole and absolute discretion, except
that PanAmSat shall have the right to assign any or all of its rights or
obligations hereunder to any affiliate of PanAmSat or its parent corporation,
Hughes Electronics Corporation; provided, however, that the affiliate to which
the PanAmSat's obligations are assigned shall have the technical capability to
perform such obligations. Nothing herein shall preclude PanAmSat or its
affiliates from engaging in a transaction with respect to the Satellite commonly
referred to as a "sale-leaseback" or from granting to other parties security
interests in the Lessee Transponders or the Satellite; provided that
commercially reasonable steps are taken to protect the interests of Lessee
hereunder as provided in Section 6.03. Lessee shall not be permitted to Transfer
any of its rights under this Agreement to the Lessee's Transponders to any third
party except as otherwise specified in this Agreement or with the written
consent of PanAmSat, which consent may be given or withheld in PanAmSat's sole
and absolute discretion; provided, however, that Lessee shall have the right to
assign its rights hereunder to GLA (or its successor in interest conducting the
direct-to-home business currently conducted by GLA) without PanAmSat's consent
provided that GLA agrees to be bound by this Agreement as if the original Lessee
hereunder. "Transfer" shall mean to grant, sell, assign, encumber, permit the
utilization of, license, lease, sublease or otherwise convey, directly or
indirectly, in whole or in part.

14.      Utilization of Transponders for Services

         PanAmSat acknowledges that Lessee may utilize the Lessee Transponders
solely for the provision of services to third parties, including, without
limitation, GLA. PanAmSat further acknowledges that as long as such utilization
does not conflict with any of the other provisions of this Agreement, such
utilization shall not constitute a Transfer.

15.      Monthly Satellite Reports

         15.01  Reports.  Lessee shall receive monthly reports on the overall
performance of Galaxy VIII(i) in the form of the Galaxy satellite status reports
similar to the Galaxy III-R satellite services monthly report, plus information
furnished to insurers.


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         15.02  Anomalous Operation Notification.  PanAmSat shall notify Lessee
as soon as possible by telephone, with prompt written confirmation thereafter,
of any significant anomalous condition which it detected in the Transponders or
associated Satellite supporting subsystems and which have a material effect or
potential material effect on the Satellite. PanAmSat shall also notify Lessee
promptly of any circumstances that make it clearly ascertainable or predictable
that any of the incidents described in this Section 15.02 will occur.

         15.03  Maneuver Notification.  To the extent operationally feasible,
PanAmSat shall notify Lessee of all Satellite maneuvers, except for routine
station-keeping and momentum dumping, at least three (3) days in advance of
their scheduled initiation and, if such maneuver will result in a change of the
Satellite's assigned orbital position, promptly following PanAmSat's receipt of
FCC authorization or direction of such maneuver.

16.      Confidentiality and Press Releases

         16.01  Confidential Information.  PanAmSat and Lessee shall hold in
confidence this Agreement and all its Exhibits, including the financial terms
and provisions hereof and all information received pursuant to this Agreement,
including, without limitation, Section 15, and all other information related to
this Agreement not otherwise known to the public (collectively, "Confidential
Information"), and PanAmSat and Lessee hereby acknowledge and agree that the
Confidential Information is confidential and proprietary and is not to be
disclosed to third persons without the prior written consent of both PanAmSat
and Lessee. Neither PanAmSat, nor Lessee, shall disclose such Confidential
Information to any third party (other than to officers, directors, employees and
agents of PanAmSat, Lessee or GLA, each of whom shall be bound by this Section
16.01) except:

                (a)   to the extent necessary to comply with applicable law or
         the valid order of a governmental agency or court of competent
         jurisdiction, or to satisfy its obligations to other Owners of
         Transponders; provided, however, that the party making such disclosure
         shall seek confidential treatment of said information;

                (b)   as part of its normal reporting or review procedure to
         regulatory agencies, its parent company, its auditors and its
         attorneys; provided, that the party making such disclosure to any such
         regulatory agency shall seek confidential treatment of such
         information; and, provided, further, that any other third party to whom
         disclosure is made agrees to the confidential treatment of such
         information;

                (c)   in order to enforce its rights and perform its obligations
         pursuant to this Agreement;

                (d)   to the extent necessary to obtain appropriate insurance,
         to its insurance agents; provided that such agents agree to the
         confidential treatment of such information; and


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                                      D-27


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                (e)   to the extent necessary to negotiate clauses that will be
         common to all transponder lease agreements.

         16.02  Notice Proceeding; Compelled Disclosure.  In the event that
either party is requested (the "Disclosing Party") pursuant to, or becomes
compelled by, applicable law, regulation or legal process to disclose any
Confidential Information, the Disclosing Party will provide the other party with
prompt written notice so that the other party may seek a protective order or
other appropriate remedy or, in the other party's sole discretion, waive
compliance with the terms of this Agreement. In the event that no such
protective order or other remedy is obtained, or that the other party waives
compliance with the terms of this Agreement, the Disclosing Party will furnish
only that portion of the Confidential Information which the Disclosing Party is
advised by counsel is legally required and cooperate, at the other party's sole
cost and expense, with the other party's efforts to obtain reliable assurance
that confidential treatment will be accorded the Confidential Information.

         16.03  Press Releases.  The parties agree that no press release
relating to the terms and conditions of this Agreement shall be issued without
the approval of both parties.

         16.04  Compliance with U.S. Export Laws.  The parties agree and
acknowledge that, notwithstanding anything herein to the contrary: (a)
PanAmSat's disclosure of information to Lessee, GLA and any other third party
required pursuant to this Agreement (including, without limitation, Sections
1.04, 4.02, 15.01, 15.02 and 15.03) shall be subject to compliance with the Laws
of the United States regarding export restrictions ("U.S. Export Laws"), and
that such U.S. Export Laws may prohibit, limit or delay PanAmSat's ability to
disclose information as otherwise required under this Agreement; and (b) to the
extent that any information disclosed by PanAmSat to Lessee under the Agreement
is subject to U.S. Export Laws (including, without limitation, the International
Traffic in Arms Regulations, 22 CFR Sections 120-130 ("ITAR")), Lessee shall
handle such information in compliance with the applicable U.S. Export Laws and
shall not disclose, transfer or otherwise export (as defined in ITAR ss. 120.17)
such information to any foreign individual (including employees of Lessee),
foreign corporation (including subsidiaries or affiliates of Lessee), foreign
government or other foreign person (as defined in ITAR ss. 120.16) without the
prior written authorization of the U.S. government. This Section 16.04 shall
survive the termination of this Agreement for any reason.

17.      Disposition of Satellite

         At the earlier of the time as (i) the remaining fuel on board Galaxy
VIII(i) is less than [***] of its initial mass prior to launch, including
uncertainty in estimate of fuel, as determined by PanAmSat in its sole
discretion; (ii) there are fewer than [***] Transponders capable of meeting
their respective Transponder Performance Specifications; or (iii) [***],
PanAmSat, in its sole discretion, may remove the Satellite from its assigned
orbital location. In such event, this Agreement shall terminate, PanAmSat shall
have no further obligations to Lessee under this Agreement, and the Lessee
Transponders shall be deemed, without any further action by any party, to be
redelivered to PanAmSat and PanAmSat shall be entitled to immediate possession
thereof and PanAmSat, in its sole discretion, may remove the Satellite from its
assigned orbital location.


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<PAGE>


PanAmSat shall thereafter have the right to utilize such redelivered
Transponders in any manner it determines. PanAmSat will, to the extent
practicable, provide Lessee with ninety (90) days notice prior to the
disposition of Galaxy VIII(i) pursuant to this Section 17. Notwithstanding the
foregoing, until PanAmSat so removes Galaxy VIII(i) or this Agreement is
terminated or expires in accordance with its provisions, PanAmSat shall continue
to make available to Lessee the Lessee Transponders and Transponder Spares
(subject to the priority provisions contained herein) the use of Transponders
and Transponder Spares on the Satellite on operational and payment terms no less
favorable than PanAmSat has offered to other lessees at such time. The
"Satellite Removal Date" shall mean the date on which PanAmSat removes the
Satellite from its assigned orbital location in accordance with this Section 17.

18.      Documents

         Each party hereto agrees to execute and, if necessary, to file with the
appropriate governmental entities, such documents as the other party hereto
shall reasonably request in order to carry out the purpose of this Agreement.

19.      Conflicts

         In the case of a conflict between the provisions of this Agreement and
any Exhibit, the provisions of this Agreement will prevail.

20.      Miscellaneous

         20.01  Interest.  The rate of interest referred to herein (the
"Interest Rate") shall be equal to the lower of (i) the rate per annum equal to
[***] or (ii) the highest legally permissible rate of interest. All interest or
discounting shall be compounded on a yearly basis. "Pro rata" shall mean an
allocation on a straight line basis based on number of days. All present value
analyses shall use an annual discount rate equal to the Interest Rate on the
applicable date.

         20.02  Applicable Law and Entire Agreement.  The existence, validity,
construction, operation and effect of this Agreement and the Exhibits hereto,
shall be determined in accordance with and be governed by the laws of the State
of California, without reference to the conflicts of laws principles thereof.
This Agreement and the Exhibits hereto, along with the Transponder Service
Agreement dated as of April 21, 1997, constitutes the entire agreement between
the parties, and supersedes all previous understandings, commitments or
representations concerning the subject matter hereof. The parties each
acknowledge that the other party has not made any representations other than
those which are contained herein.

         20.03  Notices.

                (a)   Telephone Notices. For the purpose of receiving notices
         from PanAmSat regarding preemption, interference or other technical
         problems, including with respect to Transponder failure and
         restoration, Lessee shall maintain at each earth station transmitting


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                                      D-29


<PAGE>


         signals to the Satellite a telephone that is continuously staffed at
         all times during which Lessee is transmitting signals to the Satellite
         and an automatic facsimile machine in operation and capable of
         receiving messages from PanAmSat at all times. THOSE PERSONS STAFFING
         THE EARTH STATION, FOR THE PURPOSES OF RECEIVING SUCH MESSAGES FROM
         PANAMSAT, MUST HAVE THE TECHNICAL CAPABILITY AND ABSOLUTE AUTHORITY
         IMMEDIATELY TO TERMINATE OR MODIFY THE TRANSMISSION IF NOTIFIED BY
         PANAMSAT. PanAmSat shall also maintain a telephone that is continuously
         staffed for the purposes of receiving notices regarding the matters
         identified above. All such notices shall be made in English and shall
         be effective upon the placement of a telephone call from one party to
         the other. Each party shall promptly confirm all telephone notices that
         may be given under this Agreement in writing in accordance with Section
         20.03(b) below.

                (b)   General Notices. All notices and other communications from
         either party to the other hereunder (or copies of any such notices or
         other communications to be delivered to GLA, the delivery of which (or
         failure to deliver) shall not affect, in any manner, notice by or to
         either of the parties hereto) shall be in writing and shall be deemed
         received upon actual receipt when personally delivered, upon
         acknowledgement of receipt (electronically or otherwise) if sent by
         facsimile or upon the expiration of the third business day after being
         deposited in the United States mails, postage prepaid, certified or
         registered mail, addressed to the other party as follows:

TO PanAmSat:

                If by mail:                PanAmSat Corporation
                                           One Pickwick Plaza
                                           Greenwich, Connecticut 06830
                                           Attention: General Counsel

                If by FAX:                 PanAmSat Corporation
                                           Attention: General Counsel
                                           (203) 861-8683

                If by personal
                delivery to its
                principal place
                of business at:            PanAmSat Corporation
                                           One Pickwick Plaza
                                           Greenwich, Connecticut 06830
                                           Attention: General Counsel


[***] Filed separately with the Commission pursuant to a request for
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                                      D-30



<PAGE>


TO LESSEE:

                If by mail:                California Broadcast Center, LLC
                                           c/o DIRECTV International, Inc.
                                           2230 E. Imperial Hwy.
                                           Bldg R8, M/S N340
                                           El Segundo, California 90245
                                           Attention:  General Counsel

                If by FAX:                 California Broadcast Center, LLC
                                           c/o DIRECTV International, Inc.
                                           Attention: General Counsel
                                           (310) 535-5220

                If by personal
                delivery to its
                principal place
                of business at:            California Broadcast Center, LLC
                                           c/o DIRECTV International, Inc.
                                           2230 E. Imperial Hwy.
                                           Bldg. R8, M/S N340
                                           El Segundo, California 90245
                                           Attention:  General Counsel

TO GLA:

                If by mail:                Galaxy Latin America, LLC
                                           2400 East Commercial Blvd.
                                           Ft. Lauderdale, Florida 33308
                                           Attn: James G. Naro, Esq.

                If by FAX:                 Galaxy Latin America, LLC
                                           Attn: James G. Naro, Esq.
                                           Fax:  (954) 958-3307

                If by personal
                delivery to:               Galaxy Latin America, LLC
                                           2400 East Commercial Blvd.
                                           Ft. Lauderdale, Florida 33308
                                           Attn: James G. Naro, Esq.

All payments to be made under this Agreement, if made by mail, shall be deemed
to have been made on the date of receipt thereof. The parties hereto may change
their addresses by giving notice thereof in conformity with this Section 20.03.


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                                      D-31


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         20.04  Severability.  Nothing contained in this Agreement shall be
construed so as to require the commission of any act contrary to law, and
wherever there is any conflict between any provision of this Agreement and any
statute, law, ordinance, order or regulation, such statute, law, ordinance,
order or regulation shall prevail; provided, however, that in such event the
provisions of this Agreement so affected shall be curtailed and limited only to
the extent necessary to permit compliance with the minimum legal requirement,
and no other provisions of this Agreement shall be affected thereby and all such
other provisions shall continue in full force and effect.

         20.05  Taxes.  If any property, sales or other taxes, charges
(including universal service fund contribution charges, if any), levies, duties,
withholding, usage or other fees (collectively, "Taxes") are asserted against
PanAmSat after, or as a result of, Delivery, by any local, state, national or
international, public or quasi-public governmental entity, in respect of the
Lessee Transponders or the lease thereof to Lessee, Lessee shall be solely
responsible for such Taxes. At Lessee's expense, PanAmSat shall cooperate with
Lessee in contesting in good faith any such Taxes. If any Taxes are asserted by
reason of the use of the point in space or the frequency spectrum at that point
in space in which the Satellite containing the Lessee Transponders are located,
or the use or ownership of such Satellite (excluding any FCC license fee imposed
on the Satellite itself, as compared to the Transponders, which license fee
shall be paid by PanAmSat), and such Taxes are not specifically allocated among
the various components of such Satellite, then PanAmSat, Lessee and any other
Owners of such transponders shall each pay a proportionate amount of such Taxes
based on the number of transponders each of them owns or leases.

         20.06  Successors.  Subject to Section 13, this Agreement shall be
binding on and shall inure to the benefit of any successors and assigns of the
parties; provided that no Transfer of this Agreement shall relieve either party
hereto of its obligations to the other party. Any purported Transfer by either
party not in compliance with the provisions of this Agreement shall be null and
void and of no force and effect.

         20.07  Rules of Construction.  Any ambiguities shall be resolved
without reference to which party may have drafted this Agreement. All Article or
Section titles or captions contained in this Agreement are for convenience only,
and they shall not be deemed part of this Agreement and in no way define, limit,
extend or describe the scope or limit of any provisions hereof. Unless the
context otherwise requires: (i) a term has the meaning assigned to it; (ii) "or"
is not exclusive; (iii) words in the singular include the plural, and words in
the plural include the singular; (iv) provisions apply to successive events and
transactions; (v) "herein," "hereof" and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section or other
subdivision; (vi) all references to "Sections" refer to Sections of this
Agreement unless otherwise specifically indicated; and (vii) any pronoun used in
this Agreement shall include the corresponding masculine, feminine and neuter
forms. References to "Contractors" of Lessee shall be deemed to include GLA as
well as local operators and other third parties under contract to GLA, CBC or
such local operators.

         20.08  Survival of Representations and Warranties.  All representations
and warranties


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                                      D-32


<PAGE>


contained herein or made by PanAmSat or Lessee in connection herewith shall
survive any independent investigation made by PanAmSat or Lessee.

         20.09  No Third-Party Beneficiaries.  The provisions of this Agreement
are for the benefit only of the parties hereto, and no third party may seek to
enforce, or benefit from, these provisions, except that both parties acknowledge
and agree that the provisions of Sections 7.02, 8, 9.01 and 9.02 are intended
for the benefit of both PanAmSat and all other Owners. Both parties agree that
any other such Owner shall have the right to enforce, as a third-party
beneficiary, the provisions of Sections 7.02, 8, 9.01 and 9.02, against Lessee
directly, in an action brought solely by such other Owner, or may join with
PanAmSat or any other Owner, in bringing an action against Lessee for violation
of such Sections. [***] In addition, if (i) PanAmSat ceases to provide to Lessee
use of the Lessee Transponders in breach of the terms of this Agreement, (ii)
Lessee is not in breach of its obligations under this Agreement and (iii) Lessee
has refused to take any action to attempt to restore its use of the Lessee
Transponders, then [***]

         20.10  Non-Waiver of Breach.  Either party hereto may specifically
waive any breach of this Agreement by the other party, provided that no such
waiver shall be binding or effective unless in writing and no such waiver shall
constitute a continuing waiver of similar or other breaches. A waiving party, at
any time, and upon notice given in writing to the breaching party, may direct
future compliance with the waived term or terms of this Agreement, in which
event the breaching party shall comply as directed from such time forward.

         20.11  Amendments.  This Agreement may not be amended or modified in
any way, and none of its provisions may be waived, except by a writing signed by
an authorized officer of the party against whom the amendment, modification or
waiver is sought to been enforced.

         20.12  Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all such
counterparts together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered
this Agreement as of the day and year first written above.

                                         PANAMSAT CORPORATION


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



                                         CALIFORNIA BROADCAST CENTER, LLC

                                         By: DTVI One, Inc., its Managing Member


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-33


<PAGE>


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


[***] Filed separately with the Commission pursuant to a request for
      confidential treatment.




                                      D-34