Exhibit 10.11  Kohlberg Kravis Roberts & Co.
L.P.
9 West 57th Street
New York, New York 10019  August 20, 2004  PanAmSat Corporation 
20 Westport Road
Wilton, Connecticut  06897  Ladies and Gentlemen:  This letter serves to confirm the retention
by PanAmSat Corporation (the Company) of Kohlberg Kravis Roberts & Co.
L.P. (KKR) to provide management, consulting and financial services to the
Company and its divisions, subsidiaries and affiliates (collectively,
PanAmSat), as follows:  1.The
Company has retained us, and we hereby agree to accept such retention, to
provide to PanAmSat, when and if called upon, certain management, consulting
and financial services of the type customarily performed by us.  The Company agrees to pay us an annual fee
equal to our Pro Rata Share (as defined below) of an amount equal to two
million dollars ($2,000,000)  (the
Annual Fee), such fee to be increased at a rate of 3% annually, effective as
of August 20th of each such year, payable in quarterly installments
in arrears at the end of each calendar quarter.  For purposes of this letter, the term Pro Rata Share shall mean
a fraction, the numerator of which is the aggregate number of shares of common
stock, par value $0.01 per share of the Company (Common Stock) held by affiliates
of KKR and the dominator of which is the total number of Investor Shares
outstanding at the time of payment of the Annual Fee.  In this Agreement, the term Investor Shares shall mean the
aggregate number of shares of Common Stock held by affiliates of KKR,
affiliates of TC Group, LLC and affiliates of Providence Equity Partners IV
Inc.  2.In
consideration for our structuring services rendered in connection with the
transactions contemplated by the Transaction Agreement, dated as of April 20, 2004,
by and among Constellation, LLC, a Delaware limited liability company, the
Company, The DIRECTV Group, Inc., a Delaware corporation, and PAS Merger Sub,
Inc., a Delaware corporation (the Transaction Agreement) which such services
included, but were not limited to, financial advisory services and capital
structure review, the Company agrees to also pay a one-time transaction fee to
us in a total amount equal to twenty-eight million dollars ($28,000,000.00),
payable immediately upon the Stock Purchase Closing (as defined in the
Transaction Agreement).  3.     We
may also invoice the Company for additional fees in connection with acquisition
or divestiture transactions or in the event that we, or any of our affiliates,
perform services for PanAmSat above and beyond those called for by this
agreement.


4.     In
addition to any fees that may be payable to us under this agreement, the
Company also agrees to reimburse us and our affiliates, from time to time upon
request, for all reasonable out-of-pocket expenses incurred, including
unreimbursed expenses incurred to the date hereof, in connection with this
retention and/or the transactions contemplated by the Transaction Agreement,
including travel expenses and expenses of our counsel.  5.     The
Company agrees to indemnify and hold us, our affiliates (including, without
limitation, affiliated investment entities) and their and our respective
partners, executives, officers, directors, employees, agents and controlling
persons (each such person, including us, being an Indemnified Party) harmless
from and against (i) any and all losses, claims, damages and liabilities
(including, without limitation, losses, claims, damages and liabilities arising
from or in connection with legal actions brought by or on behalf of the holders
or future holders of the outstanding securities of PanAmSat or creditors or
future creditors of PanAmSat), joint, several or otherwise, to which such
Indemnified Party may become subject under any applicable federal or state law,
or otherwise, related to or arising out of any activity contemplated by this
agreement or our retention pursuant to, and our or our affiliates performance
of the services contemplated by, this agreement and (ii) any and all losses,
claims, damages and liabilities, joint, several or otherwise, related to or
arising out of any action or omission or alleged action or omission related to
the Company or any of its direct or indirect subsidiaries or the securities or
obligations of any such entities.  The
Company will further reimburse any Indemnified Party for all expenses
(including counsel fees and disbursements) upon request as they are incurred in
connection with the investigation of, preparation for or defense of any pending
or threatened claim or any action or proceeding arising from any of the
foregoing, whether or not such Indemnified Party is a party and whether or not
such claim, action or proceeding is initiated or brought by the Company; provided,
however, that the Company will not be liable under the foregoing
indemnification provision (and amounts previously paid that are determined not
required to be paid by the Company pursuant to the terms of this paragraph
shall be repaid promptly) to the extent that any loss, claim, damage, liability
or expense is found in a final judgment by a court to have resulted from our
willful misconduct or gross negligence. 
The Company agrees that no Indemnified Party shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to PanAmSat
related to or arising out of our retention pursuant to, or our affiliates
performance of the services contemplated by, this agreement except to the
extent that any loss, claim, damage, liability or expense is found in a final,
non-appealable judgment by a court to have resulted from our willful
misconduct, bad faith or gross negligence.  The Company also agrees that, without our
prior written consent, it will not settle, compromise or consent to the entry
of any judgment in any pending or threatened claim, action or proceeding to
which an Indemnified Party is an actual or potential party and in respect of
which indemnification could be sought under the indemnification provision in
the immediately preceding paragraph, unless such settlement, compromise or
consent includes an unconditional release of each Indemnified Party from all
liability arising out of such claim, action or proceeding.  Promptly after receipt by an Indemnified
Party of notice of any suit, action, proceeding or investigation with respect
to which an Indemnified Party may be entitled to indemnification hereunder,
such Indemnified Party will notify the Company in writing of the assertion of
such claim or the commencement of such suit, action, proceeding or
investigation, but the failure to so notify the Company shall not relieve the
Company from any liability which  2


it may have
hereunder, except to the extent that such failure has materially prejudiced the
Company.  If the Company so elects
within a reasonable time after receipt of such notice, the Company may
participate at its own expense in the defense of such suit, action, proceeding
or investigation.  Each Indemnified
Party may employ separate counsel to represent it or defend it in any such
suit, action, proceeding or investigation in which it may become involved or is
named as a defendant and, in such event, the reasonable fees and disbursements
of such counsel shall be borne by the Company; provided, however,
that the Company will not be required in connection with any such suit, action,
proceeding or investigation, or separate but substantially similar actions
arising out of the same general allegations or circumstances, to pay the fees
and disbursements of more than one separate counsel (other than local counsel)
for all Indemnified Parties in any single action or proceeding.  Whether or not the Company participates in
the defense of any claim, the Company and we shall cooperate in the defense
thereof and shall furnish such records, information and testimony, and attend
such conferences, discovery proceedings, hearings, trials and appeals, as may
be reasonably requested in connection therewith.  If the indemnification provided for in clause
(i) of the first sentence of this Section 5 is finally judicially determined by
a court of competent jurisdiction to be unavailable to an Indemnified Party, or
insufficient to hold any Indemnified Party harmless, in respect of any losses,
claims, damages or liabilities (other than any losses, claims, damages or
liabilities found in a final judgment by a court to have resulted from our
willful misconduct or gross negligence), then the Company, on the one hand, in
lieu of indemnifying such Indemnified Party, and we, on the other hand, will
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received, or sought to be
received, by PanAmSat on the one hand and us, solely in our capacity as an
advisor under this agreement, on the other hand in connection with the
transactions to which such indemnification, contribution or reimbursement is
sought, or (ii) if (but only if) the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also the
relative fault of PanAmSat on the one hand and us on the other, as well as any
other relevant equitable considerations; provided, however, that
in no event shall our aggregate contribution hereunder exceed the amount of
fees actually received by us in respect of the transaction at issue pursuant to
this agreement.  The amount paid or
payable by a party as a result of the losses, claims, damages and liabilities
referred to above will be deemed to include any legal or other fees or expenses
reasonably incurred in defending any action or claim.  The Company and we agree that it would not be just and equitable
if contribution pursuant to this paragraph were determined by pro rata
allocation or by any other method which does not take into account the
equitable considerations referred to in this paragraph.  The indemnity, contribution and expense
reimbursement obligations that the Company has under this letter shall be in
addition to any the Company or PanAmSat may have, and notwithstanding any other
provision of this letter, shall survive the termination of this agreement.  6.     Any
advice or opinions provided by us may not be disclosed or referred to publicly
or to any third party (other than PanAmSats legal, tax, financial or other
advisors), except in accordance with our prior written consent.  7.     We
shall act as an independent contractor, with duties solely to PanAmSat.  The provisions hereof shall inure to the
benefit of and shall be binding upon the parties hereto  3


and their respective successors and assigns.  Nothing in this agreement, expressed or implied, is intended to
confer on any person other than the parties hereto or their respective
successors and assigns, and, to the extent expressly set forth herein, the
Indemnified Parties, any rights or remedies under or by reason of this
agreement.  Without limiting the
generality of the foregoing, the parties acknowledge that nothing in this
agreement, expressed or implied, is intended to confer on any present or future
holders of any securities of the Company or its subsidiaries or affiliates, or
any present or future creditor of the Company or its subsidiaries or
affiliates, any rights or remedies under or by reason of this agreement or any
performance hereunder.  8.     This
agreement shall be governed by and construed in accordance with the internal
laws of the State of New York.  9.     This
agreement shall continue in effect from year to year unless amended or
terminated by mutual consent.  10.   Each
party hereto represents and warrants that the execution and delivery of this
agreement by such party has been duly authorized by all necessary action of
such party.  11.   If
any term or provision of this agreement or the application thereof shall, in
any jurisdiction and to any extent, be invalid and unenforceable, such term or
provision shall be ineffective, as to such jurisdiction, solely to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable any remaining terms or provisions hereof or affecting the
validity or enforceability of such term or provision in any other jurisdiction.  To the extent permitted by applicable law,
the parties hereto waive any provision of law that renders any term or
provision of this agreement invalid or unenforceable in any respect.  12.   Each
party hereto waives all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) related to or
arising out of our retention pursuant to, or our performance of the services
contemplated by this agreement.  13.   It
is expressly understood that the foregoing paragraphs 2-6, 8, 11 and 12 in their
entirety, survive any termination of this agreement.  14.   This
agreement may be executed in counterparts, each of which shall be deemed an
original agreement, but all of which together shall constitute one and the same
instrument.  [Remainder of page intentionally left blank]  4


If the foregoing sets
forth the understanding between us, please so indicate on the enclosed signed
copy of this letter in the space provided therefor and return it to us, whereupon
this letter shall constitute a binding agreement among us.  Very truly yours,Kohlberg Kravis Roberts
  & Co. L.P.By:
  /s/ Alexander NavaBAuthorized SignatoryAGREED TO AND ACCEPTED
  BY:PanAmSat CorporationBy:
  /s/ James W. CuminAleName:
  James W. CuminaleTitle:
  Executive Vice
  President & General Counsel