Exhibit 10.1  Execution Copy  
 $2,710,000,000  CREDIT AGREEMENT  Dated as of August 20, 2004  among  PANAMSAT CORPORATION, 
as the Borrower  The Several Lenders
from Time to Time Parties Hereto  CITICORP USA, INC.,
as Administrative Agent  CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arranger and Joint Bookrunner  CREDIT SUISSE FIRST BOSTON, 
acting through its Cayman Islands Branch, 
as Joint Lead Arranger, Joint Bookrunner and Syndication Agent  BEAR, STEARNS & CO. INC., 
as Co-Documentation Agent  LEHMAN BROTHERS INC., as Co-Documentation Agent   and  BANK OF AMERICA, N.A., 
as Co-Documentation Agent   Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York  10005


TABLE OF CONTENTS  SECTION 1.
  
  DEFINITIONS1.1.
  
  Defined Terms1.2.
  
  Exchange
  RatesSECTION 2.
  
  AMOUNT AND TERMS OF CREDIT2.1.
  
  Commitments2.2.
  
  Minimum
  Amount of Each Borrowing; Maximum Number of Borrowings2.3.
  
  Notice of Borrowing2.4.
  
  Disbursement of Funds2.5.
  
  Repayment of
  Loans; Evidence of Debt2.6.
  
  Conversions and
  Continuations2.7.
  
  Pro RataBorrowings2.8.
  
  Interest2.9.
  
  Interest
  Periods2.10.
  
  Increased
  Costs, Illegality, etc2.11.
  
  Compensation2.12.
  
  Change of Lending Office2.13.
  
  Notice of Certain Costs2.14.
  
  Incremental FacilitiesSECTION 3.
  
  LETTERS OF CREDIT3.1.
  
  Letters
  of Credit3.2.
  
  Letter of Credit Requests3.3.
  
  Letter of Credit Participations3.4.
  
  Agreement
  to Repay Letter of Credit Drawings3.5.
  
  Increased
  Costs3.6.
  
  Successor Letter of
  Credit IssuerSECTION 4.
  
  FEES; COMMITMENTS4.1.
  
  Fees4.2.
  
  Voluntary
  Reduction of Revolving Credit Commitments4.3.
  
  Mandatory
  Termination of CommitmentsSECTION 5.
  
  PAYMENTS5.1.
  
  Voluntary Prepayments5.2.
  
  Mandatory Prepayments5.3.
  
  Method and Place of Payment5.4.
  
  Net
  Payments5.5.
  
  Computations of
  Interest and Fees5.6.
  
  Limit on Rate of Interest  i


SECTION 6.
  
  CONDITIONS PRECEDENT TO INITIAL BORROWING6.1.
  
  Credit
  Documents6.2.
  
  Collateral6.3.
  
  Legal
  Opinions6.4.
  
  No Default6.5.
  
  Senior
  Notes6.6.
  
  Equity
  Investments6.7.
  
  Closing Certificates6.8.
  
  Corporate
  Proceedings of Each Credit Party6.9.
  
  Corporate Documents6.10.
  
  Fees6.11.
  
  Representations and
  Warranties6.12.
  
  Related
  Agreements6.13.
  
  Solvency Certificate6.14.
  
  Governmental
  Authorizations and Consents6.15.
  
  Financial Statements6.16.
  
  Acquisition6.17.
  
  Insurance6.18.
  
  Pro Forma Financial
  Statements6.19.
  
  Existing IndebtednessSECTION 7.
  
  CONDITIONS PRECEDENT TO ALL CREDIT EVENTS7.1.
  
  No Default;
  Representations and Warranties7.2.
  
  Notice of
  Borrowing; Letter of Credit RequestSECTION 8.
  
  REPRESENTATIONS, WARRANTIES AND AGREEMENTS8.1.
  
  Corporate
  Status8.2.
  
  Corporate Power and
  Authority8.3.
  
  No
  Violation8.4.
  
  Litigation8.5.
  
  Margin
  Regulations8.6.
  
  Governmental Approvals8.7.
  
  Investment Company Act8.8.
  
  True and Complete
  Disclosure8.9.
  
  Financial
  Condition; Financial Statements8.10.
  
  Tax Returns and Payments8.11.
  
  Compliance with ERISA8.12.
  
  Subsidiaries8.13.
  
  Patents, etc8.14.
  
  Environmental
  Laws8.15.
  
  Properties8.16.
  
  Solvency8.17.
  
  Public Utility
  Holding Company Act8.18.
  
  FCC
  Licenses, Etc8.19.
  
  Satellites  ii


SECTION 9.
  
  AFFIRMATIVE COVENANTS9.1.
  
  Information Covenants9.2.
  
  Books, Records and Inspections9.3.
  
  Maintenance of Insurance9.4.
  
  Payment
  of Taxes9.5.
  
  Consolidated
  Corporate Franchises9.6.
  
  Compliance with Statutes,
  Regulations, etc9.7.
  
  ERISA9.8.
  
  Maintenance of Properties9.9.
  
  Transactions with
  Affiliates9.10.
  
  End of Fiscal
  Years; Fiscal Quarters9.11.
  
  Additional
  Guarantors and Grantors9.12.
  
  Pledges
  of Additional Stock and Evidence of Indebtedness9.13.
  
  Use
  of Proceeds9.14.
  
  Changes in Business9.15.
  
  Further
  Assurances9.16.
  
  Access and Command
  Codes9.17.
  
  TTC&M Providers9.18.
  
  Maintenance of
  Rating of Facilities9.19.
  
  Tender
  PaymentsSECTION 10.
  
  NEGATIVE COVENANTS10.1.
  
  Limitation on Indebtedness10.2.
  
  Limitation on Liens10.3.
  
  Limitation on
  Fundamental Changes10.4.
  
  Limitation on Sale of
  Assets10.5.
  
  Limitation on Investments10.6.
  
  Limitation on Dividends10.7.
  
  Limitations
  on Debt Payments and Amendments; Unpaid Refinancing Amount10.8.
  
  Limitations on Sale
  Leasebacks10.9.
  
  Consolidated
  Total Debt to Consolidated EBITDA Ratio10.10.
  
  Consolidated
  EBITDA to Consolidated Interest Expense Ratio10.11.
  
  Capital ExpendituresSECTION 11.
  
  EVENTS OF DEFAULT11.1.
  
  Payments11.2.
  
  Representations,
  etc11.3.
  
  Covenants11.4.
  
  Default Under Other
  Agreements11.5.
  
  Bankruptcy,
  etc11.6.
  
  ERISA11.7.
  
  Guarantee11.8.
  
  Pledge
  Agreements11.9.
  
  Security Agreements11.10.
  
  Mortgages  iii


11.11.
  
  Judgments11.12.
  
  Change
  of ControlSECTION 12.
  
  THE ADMINISTRATIVE AGENT12.1.
  
  Appointment12.2.
  
  Delegation of Duties12.3.
  
  Exculpatory Provisions12.4.
  
  Reliance by
  Administrative Agent12.5.
  
  Notice
  of Default12.6.
  
  Non-Reliance
  on Administrative Agent and Other Lenders12.7.
  
  Indemnification12.8.
  
  Administrative
  Agent in its Individual Capacity12.9.
  
  Successor
  Agent12.10.
  
  Withholding
  TaxSECTION 13.
  
  MISCELLANEOUS13.1.
  
  Amendments and Waivers13.2.
  
  Notices13.3.
  
  No Waiver; Cumulative
  Remedies13.4.
  
  Survival of
  Representations and Warranties13.5.
  
  Payment of Expenses and
  Taxes13.6.
  
  Successors
  and Assigns; Participations and Assignments13.7.
  
  Replacements
  of Lenders under Certain Circumstances13.8.
  
  Adjustments; Set-off13.9.
  
  Counterparts13.10.
  
  Severability13.11.
  
  Integration13.12.
  
  GOVERNING
  LAW13.13.
  
  Submission to
  Jurisdiction; Waivers13.14.
  
  Acknowledgments13.15.
  
  WAIVERS OF JURY TRIAL13.16.
  
  Confidentiality13.17.
  
  Citigroup
  Direct Website Communications13.18.
  
  USA
  PATRIOT Act  iv


SCHEDULESSchedule
  A
  Satellite
  Risk Management ProgramSchedule
  1.1(a)
  Existing
  Letters of CreditSchedule
  1.1 (b)
  Mortgaged
  PropertiesSchedule 1.1
  (c)
  Commitments
  and Addresses of LendersSchedule
  1.1 (d)
  Excluded
  SubsidiariesSchedule
  1.1 (e)
  Historical
  AdjustmentsSchedule 8.12
  SubsidiariesSchedule 8.18
  FCC
  LicensesSchedule 8.19
  SatellitesSchedule 10.1
  Closing
  Date IndebtednessSchedule 10.2
  Closing
  Date LiensSchedule 10.5
  Closing
  Date InvestmentsEXHIBITSExhibit
  C
  Form
  of GuaranteeExhibit
  D
  Form
  of Mortgage (Real Property)Exhibit
  E
  Form
  of Perfection CertificateExhibit
  F
  Form
  of Lender Pledge AgreementExhibit
  F-1
  Form
  of Shared Pledge AgreementExhibit
  G
  Form
  of Lender Security AgreementExhibit
  G-1
  Form
  of Shared Security AgreementExhibit
  H
  Form
  of Letter of Credit RequestExhibit I-1
  Form
  of Legal Opinion of Simpson Thacher & Bartlett LLPExhibit I-2
  Form
  of Legal Opinion of General CounselExhibit
  I-3
  Form
  of Legal Opinion of Goldberg, Godles, Weiner & WrightExhibit
  I-4
  Form
  of Legal Opinions of Local CounselExhibit
  I-5
  Form
  of Legal Opinion of Milbank, Tweed, Hadley & McCloy LLPExhibit J
  Form
  of Closing CertificateExhibit K
  Form
  of Assignment and AcceptanceExhibit L-1
  Form
  of Promissory Note (Tranche A Term Loans)Exhibit
  L-2
  Form
  of Promissory Note (Tranche B Term Loans and New Tranche B Term Loans)Exhibit L-3
  Form
  of Promissory Note (Revolving Credit and Swingline Loans)Exhibit
  M
  Form
  of Joinder AgreementExhibit
  N
  Form
  of Intercreditor and Collateral Trust Agreement  v


CREDIT AGREEMENT dated as of
August 20, 2004, among PANAMSAT CORPORATION (the Borrower),
the lending institutions from time to time parties hereto (each a Lender
and, collectively, the Lenders), CITICORP USA, INC., as Administrative
Agent, CITIGROUP GLOBAL MARKETS
INC., as Joint Lead Arranger and Joint Bookrunner, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch,
as Joint Lead Arranger, Joint Bookrunner and Syndication Agent (such
term and each other capitalized term used but not defined in this introductory
statement having the meaning provided in Section 1), and BEAR, STEARNS
& CO. INC., LEHMAN BROTHERS INC. and BANK OF AMERICA, N.A., as
Co-Documentation Agents.  In connection with the Acquisition, (a)(i)
acquisition vehicles (collectively, Holdco) controlled by the
Sponsors will receive an amount in cash as common equity from the Sponsors,
which together with equity (including rollover equity) issued to the Management
Investors (as defined below), equals $550,000,000 (the Equity Investments),
(ii) PAS Merger Sub, Inc. (PAS Merger Sub), a wholly-owned subsidiary
of The DIRECTV Group, Inc. (DirecTV) will merge with and into the
Borrower, with the Borrower continuing as the surviving corporation and each
share of common stock of the Borrower converting into the right to receive
$23.50 in cash (collectively, the Merger) and (iii) Holdco and
the Borrower will purchase the remaining outstanding shares of the Borrower
owned by DirecTV (together with the Merger, the Acquisition); and  (b)the Borrower will issue senior notes (the Senior
Notes) in a Rule 144A or other private placement (the Senior
Notes Offering) generating , collectively, aggregate gross proceeds of up
to $1,010,000,000 (or such lesser amount sufficient, together with the Equity
Investments and the proceeds generated from the Credit Facilities hereunder, to
consummate the transactions contemplated by the Acquisition);  In connection with the foregoing, the Borrower has
requested the Lenders to extend credit in the form of (a) Term Loans, in an
aggregate principal amount of $2,460,000,000 and (b) Revolving Credit Loans
made available to the Borrower at any time and from time to time prior to the
Revolving Credit Maturity Date, in an aggregate principal amount at any time
outstanding not in excess of $250,000,000 less the sum of (i) the aggregate
Letters of Credit Outstanding at such time and (ii) the aggregate
principal amount of all Swingline Loans outstanding at such time.  The Borrower has requested (a) the Letter of
Credit Issuer to issue Letters of Credit at any time and from time to time prior
to the L/C Maturity Date, in an aggregate face amount at any time outstanding
not in excess of $100,000,000 and (b) to deem the letters of credit issued by
the Letter of Credit Issuer pursuant to the 364-day Facility (the Existing
Letters of Credit) and identified on Schedule 1.1(a) hereto to be
Letters of Credit for all purposes under this Agreement.  The Borrower has requested the Swingline
Lender to extend credit in the form of Swingline Loans at any time and from
time to time prior to the Swingline Maturity Date, in an aggregate principal
amount at any time outstanding not in excess of $25,000,000.  The proceeds of the Term Loans and any Revolving
Credit Loans will be used by the Borrower, together with (a) the net
proceeds of the Senior Notes Offering and (b) the net proceeds of the
Equity Investments, on the Closing Date solely to effect the Acquisition and to
pay Transaction Expenses, provided, that the proceeds of the Tranche A-2
Term Loan may be used


after the Closing Date for
any subsequent payments necessary pursuant to the Acquisition Agreement.  Proceeds of Revolving Credit Loans and
Swingline Loans will be used by the Borrower on or after the Closing Date for
general corporate purposes (including Permitted Acquisitions).  Letters of Credit will be used by the
Borrower for general corporate purposes.  The parties hereto hereby agree as follows:  SECTION
1.Definitions  1.1.Defined Terms. 
(a)  As used herein, the following
terms shall have the meanings specified in this Section 1.1 unless the
context otherwise requires (it being understood that defined terms in this Agreement
shall include in the singular number the plural and in the plural the
singular):  ABR shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16
of 1%) equal to the greater of (a) the Prime Rate in effect on such day or
(b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of
1%.  Any change in the ABR due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
as of the opening of business on the effective day of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.  ABR Loan shall mean each Loan bearing
interest at the rate provided in Section 2.8(a) and, in any event, shall include
all Swingline Loans.  Acceptable Exclusions shall mean, in the
case of any insurance procured in accordance with Section 9.3(b), (i) war, invasion,
hostile or warlike action in time of peace or war, including action in
hindering, combating or defending against an actual, impending or expected
attack by: (a) any government or sovereign power (de jure or de facto); or (b)
any authority maintaining or using a military, navy or air force; or (c) a
military, navy, or air force; or (d) any agent of any such government, power,
authority or force, (ii) any anti-satellite device, or device employing atomic
or nuclear fission and/or fusion, or device employing laser or directed energy
beams, (iii) insurrection, strikes, labor disturbances, riots, civil commotion,
rebellion, revolution, civil war, usurpation, or action taken by a government
authority in hindering, combating or defending against such an occurrence,
whether there be declaration of war or not, (iv) confiscation, nationalization,
seizure, restraint, detention, appropriation, requisition for title or use by
or under the order of any government or governmental authority or agent
(whether secret or otherwise and/or whether civil, military or de facto) or
public or local authority or agency, (v) nuclear reaction, nuclear radiation,
or radioactive contamination of any nature, whether such loss or damage be
direct or indirect, except for radiation naturally occurring in the space
environment, (vi) electromagnetic or radio frequency interference, except for
physical damage to a Satellite directly resulting from such interference, (vii)
willful or intentional acts of the directors or officers of the named insured,
acting within the scope of their duties, designed to cause loss or failure of a
Satellite, (viii) an act of one or more persons, whether or not agents of a
sovereign power, for political or terrorist purposes and whether the loss,
damage or failure resulting therefrom is accidental or intentional, (ix) any
unlawful seizure or wrongful exercise of control of a Satellite made by any
person or persons acting for political or terrorist purposes, (x) loss of
revenue, incidental damages and/or consequential loss, (xi) extra expenses,
other than the expenses insured under a  2


policy, (xii) third party
liability, (xiii) loss of a redundant component(s) that does not cause a
transponder failure, and (xiv) such other similar exclusions as may be
customary for policies of such type as of the date of issuance or renewal of
such coverage.  Acquired EBITDA shall mean, with respect to
any Acquired Entity or Business, any Converted Restricted Subsidiary, any Sold
Entity or Business or any Converted Unrestricted Subsidiary (any of the
foregoing, a Pro Forma Entity) for any period, the amount for such
period of Consolidated EBITDA of such Pro Forma Entity (determined using such
definitions as if references to the Borrower and its Subsidiaries therein were
to such Pro Forma Entity and its Subsidiaries), all as determined on a consolidated
basis for such Pro Forma Entity in accordance with GAAP.  Acquired Entity or Business shall have the
meaning provided in the definition of the term Consolidated EBITDA.  Acquisition shall have the meaning provided
in the preamble hereto.  Acquisition Agreement shall mean the
Transaction Agreement, dated as of April 20, 2004, among Constellation, LLC,
the Borrower, DirecTV and PAS Merger Sub, as amended from time to time in accordance
therewith.  Adjusted Total Revolving Credit Commitment
shall mean at any time the Total Revolving Credit Commitment less the aggregate
Revolving Credit Commitments of all Defaulting Lenders.  Adjusted Total Term Loan Commitment shall
mean at any time the Total Term Loan Commitment less the Term Loan Commitments
of all Defaulting Lenders.  Administrative Agent shall mean Citicorp
North America, Inc., as the administrative agent for the Lenders under this
Agreement and the other Credit Documents.  Administrative Agents Office shall mean in
respect of all Credit Events for the account of the Borrower, the office of the
Administrative Agent located at 390 Greenwich Street, New York, New York 10013,
or such other office as the Administrative Agent may hereafter designate in
writing as such to the other parties hereto.  Administrative Questionnaire shall have the
meaning provided in Section 13.6(b).  Affiliate shall mean, with respect to any
Person, any other Person directly or indirectly controlling, controlled by, or
under direct or indirect common control with such Person.  A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power
(a) to vote 10% or more of the securities having ordinary voting power for
the election of directors of such corporation or (b) to direct or cause
the direction of the management and policies of such corporation, whether
through the ownership of voting securities, by contract or otherwise.  3


Agents shall mean each Joint Lead Arranger,
the Administrative Agent, the Syndication Agent and the Documentation Agents.  Agent Parties shall have the meaning
provided in Section 13.17(c).  Aggregate Revolving Credit Outstandings
shall have the meaning provided in Section 5.2(b).  Agreement shall mean this Credit Agreement,
as the same may be amended, supplemented or otherwise modified from time to
time.  All Risks Insurance shall mean, with
respect to any Satellite, insurance for risks of loss of and damage to such
Satellite and the related Associated Equipment, including all components
thereof, at all times during the manufacture, testing, storage, payload processing
and transport of such Satellite and such Associated Equipment, if any, up to
the time of Launch, in the case of such Satellite, and until delivery to the
applicable Satellite Purchaser, in the case of such Associated Equipment.  Amortization Amount shall have the meaning
provided in Section 5.2(c).  Applicable ABR Margin shall mean at any date,
(a) with respect to each ABR Loan that is a Tranche B Term Loan, 1.75% per annum, and (b) with respect to each ABR Loan that is a
Tranche A Term Loan, Revolving Credit Loan or a Swingline Loan, the applicable
percentage per annum set forth below based upon the
Status in effect on such date:  Status
  
  Applicable ABR Margin for
  Tranche A Term Loans,
  Revolving Credit and Swingline LoansLevel I Status
  
  1.50
  %Level II Status
  
  1.25
  %Level III Status
  
  1.00
  %Level IV Status
  
  0.75
  %  Notwithstanding the foregoing, the term Applicable
ABR Margin shall mean, with respect to each ABR Loan that is a Tranche A Term
Loan, Revolving Credit Loan or a Swingline Loan, 1.50% per annum,
during the period from and including the Closing Date to but excluding the
Initial Financial Statement Delivery Date.  Applicable Amount shall mean on any date
(the Reference Date) (A) the sum of, without duplication,
(i) (x) for purposes of Section 10.5(g) and 10.5(i), $125,000,000 and (y)
for purposes of Section 10.6(c) and Section 10.7(a), $75,000,000 and
(ii) 50% of Cumulative Consolidated Net Income Available to Stockholders
(calculated after giving pro forma effect to any Investment or dividend or prepayment,
repurchase or redemption actually made pursuant to Section 10.5(g), 10.5(i),
10.6(c) or 10.7(a)), provided that, in the case of Section 10.6(c) and
10.7(a) only, the amount in clause (ii) shall only be available if the Consolidated
Total Debt to Consolidated EBITDA Ratio of Borrower for the Test Period last
ended is less than 5.50:1.00,  4


determined on a pro forma
basis after giving effect to any dividend or prepayment, repurchase or
redemption actually made pursuant to Sections 10.6(c) or 10.7(a), plus
(B) the amount of any capital contributions (other than the Equity Investments)
made in cash to the Borrower from and including the Business Day immediately following
the Closing Date through and including the Reference Date, including contributions
with proceeds from the issuance of equity securities of the Borrower, minus
(C) the sum at the time of determination of (i) the aggregate amount
of Investments made since the Closing Date pursuant to Section 10.5(g) or
10.5(i), (ii) the aggregate amount of dividends made since the Closing
Date pursuant to Section 10.6(c) and (iii) the aggregate amount of
prepayments, repurchases and redemptions made since the Closing Date pursuant
to Section 10.7(a).  Applicable LIBOR Margin shall mean at any
date, (a) with respect to each LIBOR Loan that is a Tranche B Term Loan, 2.75% per annum, and (b) with respect to each LIBOR Loan that is a
Tranche A Term Loan, Revolving Credit Loan or a Swingline Loan, the applicable
percentage per annum set forth below based upon the
Status in effect on such date:  Status
  
  Applicable LIBOR Margin for
  Tranche A Term Loans,
  Revolving Credit and Swingline LoansLevel I Status
  
  2.50
  %Level II Status
  
  2.25
  %Level III Status
  
  2.00
  %Level IV Status
  
  1.75
  %  Notwithstanding the foregoing, the term Applicable
LIBOR Margin shall mean, with respect to each LIBOR Loan that is a Tranche A
Term Loan, Revolving Credit Loan or a Swingline Loan, 2.50% per annum, during the period from and including the Closing
Date to but excluding the Initial Financial Statement Delivery Date.  Approved Fund shall have the meaning
provided in Section 13.6.  Asset Sale Prepayment Event shall mean any
sale, transfer or other disposition of any business units, assets or other
property of the Borrower or any of the Restricted Subsidiaries not in the
ordinary course of business (including any sale, transfer or other disposition
of any capital stock of any Subsidiary of the Borrower owned by the Borrower or
a Restricted Subsidiary, including any sale or issuance of any capital stock of
any Restricted Subsidiary). 
Notwithstanding the foregoing, the term Asset Sale Prepayment Event
shall not include any transaction permitted by Section 10.4, other than
transactions permitted by Sections 10.4(b) and (e).  Assignment and Acceptance shall mean an
assignment and acceptance substantially in the form of Exhibit K.  Associated Equipment shall mean, with
respect to any Satellite, the equipment to be delivered by the Satellite Manufacturer
with respect thereto pursuant to the terms of the applicable Satellite Purchase
Agreement.  5


Authorized Officer shall mean the
President, the Chief Financial Officer, the Treasurer or any other senior
officer of the Borrower designated as such in writing to the Administrative
Agent by the Borrower.  Available Commitment shall mean an amount
equal to the excess, if any, of (a)  the amount of the Total Revolving
Credit Commitment over (b) the sum of (i) the aggregate principal
amount of all Revolving Credit Loans (but not Swingline Loans) then outstanding
and (ii) the aggregate Letters of Credit Outstanding at such time.  Bankruptcy Code shall have the meaning
provided in Section 11.5.  Board shall mean the Board of Governors of
the Federal Reserve System of the United States (or any successor).  Borrower shall have the meaning provided in
the preamble to this Agreement.  Borrowing shall mean and include (a) the
incurrence of Swingline Loans from the Swingline Lender on a given date,
(b) the incurrence of one Type of Term Loan on the Closing Date (or
resulting from conversions on a given date after the Closing Date) having, in
the case of LIBOR Term Loans, the same Interest Period (provided that
ABR Loans incurred pursuant to Section 2.10(b) shall be considered part of
any related Borrowing of LIBOR Term Loans) and (c) the incurrence of one
Type of Revolving Credit Loan on a given date (or resulting from conversions on
a given date) having, in the case of LIBOR Revolving Credit Loans, the same
Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b)
shall be considered part of any related Borrowing of LIBOR Revolving Credit
Loans).  Business Day shall mean any day excluding
Saturday, Sunday and any day that shall be in The City of New York a legal
holiday or a day on which banking institutions are authorized by law or other
governmental actions to close.  Capital Expenditures shall mean, for any
period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities
and including in all events all amounts expended or capitalized under Capital
Leases, but excluding any amount representing capitalized interest) by the
Borrower and the Restricted Subsidiaries during such period that, in conformity
with GAAP, are or are required to be included as additions during such period
to property, plant or equipment reflected in the consolidated balance sheet of
the Borrower and its Subsidiaries, provided that the term Capital
Expenditures shall not include (a) expenditures made in connection with
the replacement, substitution, restoration or repair of assets (i) to the
extent financed from insurance proceeds paid on account of the loss of or
damage to the assets being replaced, restored or repaired or (ii) with awards
of compensation arising from the taking by eminent domain or condemnation of
the assets being replaced, (b) the purchase price of equipment that is
purchased simultaneously with the trade-in of existing equipment to the extent
that the gross amount of such purchase price is reduced by the credit granted
by the seller of such equipment for the equipment being traded in at such time,
(c) the purchase of plant, property or equipment made within two years of
the sale of any asset to the extent purchased with the proceeds of such sale,
(d) expenditures that constitute any part of Consolidated Lease Expense or
(e) capitalized interest in connection with the purchase of Satellites.  6


Capital Lease shall mean, as applied to any
Person, any lease of any property (whether real, personal or mixed) by that
Person as lessee that, in conformity with GAAP, is, or is required to be,
accounted for as a capital lease on the balance sheet of that Person.  Capitalized Lease Obligations shall mean,
as applied to any Person, all obligations under Capital Leases of such Person
or any of its Subsidiaries, in each case taken at the amount thereof accounted
for as liabilities in accordance with GAAP.  Carlyle shall mean TC Group, L.L.C. (which
operates under the trade name The Carlyle Group).  Casualty Event shall mean, with respect to
any property (including any Satellite) of any Person, any loss of or damage to,
or any condemnation or other taking by a Governmental Authority of, such
property for which such Person or any of its Restricted Subsidiaries receives
insurance proceeds, or proceeds of a condemnation award or other compensation.  Change in Law shall mean (a) the
adoption of any law, treaty, order, policy, rule or regulation after the date
of this Agreement, (b) any change in any law, treaty, order, policy, rule
or regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by the Lender with
any guideline, request or directive issued or made after the date hereof by any
central bank or other governmental or quasi-governmental authority (whether or
not having the force of law).  Change of Control shall mean and be deemed
to have occurred if (a) (i) the Sponsor and the Management Investors
shall at any time not own, in the aggregate, directly or indirectly,
beneficially and of record, at least 35% of the voting power of the outstanding
Voting Stock of the Borrower (other than as the result of one or more widely
distributed offerings of the Borrowers common stock, in each case whether by
the Borrower, Sponsor or Management Investors) and/or (ii) any person,
entity or group (within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended) shall at any time have acquired
direct or indirect beneficial ownership of a percentage of the voting power of
the outstanding Voting Stock of the Borrower that exceeds the percentage of the
voting power of such Voting Stock then beneficially owned, in the aggregate, by
the Sponsor and the Management Investors, unless, in the case of either
clause (i) or (ii) above, the Sponsor and the Management Investors have,
at such time, the right or the ability by voting power, contract or otherwise
to elect or designate for election at least a majority of the board of
directors of the Borrower; and/or (b) at any time Continuing Directors
shall not constitute at least a majority of the board of directors of the
Borrower; and/or (c) a Change of Control (as defined in the Senior Note
Indenture) shall have occurred.  Class, when used in reference to any Loan
or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Revolving Credit Loans, New Revolving Loans, Tranche A Term
Loans, Tranche B Term Loans, New Tranche B Term Loans (of each Series) or
Swingline Loans and, when used in reference to any Commitment, refers to
whether such Commitment is a Revolving Credit Commitment, a New Revolving
Credit Commitment, Tranche A Term Loan Commitment, Tranche B Term Loan
Commitment or a New Tranche B Term Loan Commitment.  7


Closing Date shall mean the date of the
initial Borrowing hereunder.  Code shall mean the Internal Revenue Code
of 1986, as amended from time to time, and the regulations promulgated and
rulings issued thereunder.  Section references
to the Code are to the Code, as in effect at the date of this Agreement, and
any subsequent provisions of the Code, amendatory thereof, supplemental thereto
or substituted therefor.  Collateral shall have the meaning provided
in the Lender Pledge Agreement, the Shared Pledge Agreement, the Lender Security
Agreement, the Shared Security Agreement, the Intercreditor and Collateral
Trust Agreement or any Mortgage, as applicable.  Collateral Trustee shall have the meaning
provided in the Shared Pledge Agreement and the Shared Security Agreement, as
applicable.  Commitment Fee Rate shall mean, with
respect to the Available Commitment on any day, the rate per annum
set forth below opposite the Status in effect on such day:  Status
  
  Commitment Fee RateLevel I Status
  
  0.50
  %Level II Status
  
  0.50
  %Level III Status
  
  0.375
  %Level IV Status
  
  0.25
  %  Notwithstanding the
foregoing, the term Commitment Fee Rate shall mean 0.50%, during the period
from and including the Closing Date to but excluding the Initial Financial
Statement Delivery Date.  Commitments shall mean, with respect to
each Lender, such Lenders Term Loan Commitment, Revolving Credit Commitment,
New Revolving Credit Commitment or New Tranche B Term Loan Commitment.  Communications shall have the meaning
provided in Section 13.17(a).  Confidential Information shall have the
meaning provided in Section 13.16.  Confidential Information Memorandum shall
mean the Confidential Information Memorandum of the Borrower dated July 2004,
delivered to the Lenders in connection with this Agreement.  Consolidated Earnings shall mean, for any
period, income (loss) before the deduction of income taxes of the Borrower
and the Restricted Subsidiaries, excluding (a) extraordinary items, for such
period, determined in a manner consistent with the manner in which such amount
was determined in accordance with the audited financial statements referred to
in Section 9.1(a) and (b) the cumulative effect of a change in accounting
principles during such period.  8


Consolidated EBITDA shall mean, for any
period, the sum, without duplication, of the amounts for such period of:  (a)Consolidated Earnings plus  (b)to the extent (and in the same proportion
after giving effect to the exclusion in clause (ii) in the proviso to this
definition) already deducted in arriving at Consolidated Earnings, the
following:  (i)interest expense as used in determining such
Consolidated Earnings,  (ii)depreciation expense,  (iii)amortization expense,  (iv)extraordinary losses and unusual or
non-recurring charges (including severance, relocation costs and one-time
compensation charges),  (v)non-cash charges (provided that if any
such non-cash charges represent an accrual or reserve for potential cash items
in any future period, the cash payment in respect thereof in such future period
shall be subtracted from Consolidated EBITDA to such extent, and excluding
amortization of a prepaid cash item that was paid in a prior period),  (vi)losses on asset sales,  (vii)restructuring charges or reserves (including
costs related to closure of facilities),  (viii)in the case of any period that includes a
period ending prior to or during the fiscal year ending December 31, 2005,
Transaction Expenses,  (ix)any expenses or charges incurred in
connection with any issuance of debt, equity securities or any refinancing
transaction or any amendment or other modification of any debt instrument,  (x)any fees and expenses related to Permitted
Acquisitions,  (xi)any deductions attributable to minority
interests,  (xii)the amount of management, monitoring, consulting
and advisory fees and related expenses paid to the Sponsors,  (xiii)any impairment charge or asset write-off
pursuant to Financial Accounting Standards Board Statement No. 142 or No. 144
and the amortization of intangibles arising pursuant to No. 141,  (xiv)the Historical Adjustments,  9


(xv)foreign withholding taxes paid or accrued in
such period,  (xvi)any amounts receivable for such period in
connection with contracts that are attributable to Globo Comunicacõs e
Participacöes, Ltda involvement in arrangements with Sky Multi-Country Partners
(the Globo Receivables),  (xvii)non-cash charges related to stock
compensation expense and  (xviii)loss from the early extinguishment of
Indebtedness or hedging obligations or other derivative instruments; plus  (c)to the extent not otherwise included in
arriving at Consolidated Earnings, collections on investments in sale-type
leases during such period;  less to the extent included in arriving at Consolidated
Earnings, the sum of the following amounts for such period of:  (a)extraordinary gains and non-recurring gains,  (b)non-cash gains (excluding any such non-cash
gain to the extent it represents the reversal of an accrual or reserve for potential
cash item in any prior period),  (c)gains on asset sales,  (d)any gross profit on sales-type leases
included in Consolidated Earnings for such period, except for collection on
investments in sales-type leases during such period, to the extent included in
Consolidated Earnings for such period, and  (e)any income from the early extinguishment of
Indebtedness or hedging obligations on other derivative instruments,  in each case, as determined
on a consolidated basis for the Borrower and the Restricted Subsidiaries in
accordance with GAAP, provided that  (i)except as provided in clause (iv) below,
there shall be excluded from Consolidated Earnings for any period the income
from continuing operations before income taxes and extraordinary items of all
Unrestricted Subsidiaries for such period to the extent otherwise included in
Consolidated Earnings, except to the extent actually received in cash by the
Borrower or its Restricted Subsidiaries during such period through dividends or
other distributions,  (ii)there shall be excluded from Consolidated
Earnings for any period the non-cash loss from continuing operations before
income taxes and extraordinary items of each Joint Venture for such period
corresponding to the percentage of capital stock or other equity interests in
such Joint Venture owned by the Borrower or its Restricted Subsidiaries,  10


(iii)there shall be excluded in determining
Consolidated EBITDA non-operating currency transaction gains and losses (including
the net loss or gain resulting from Hedge Agreements for currency exchange
risk),  (iv)(x) there shall be included in
determining Consolidated EBITDA for any period (A) the Acquired EBITDA of
any Person, property, business or asset (other than an Unrestricted Subsidiary)
acquired to the extent not subsequently sold, transferred or otherwise disposed
of (but not including the Acquired EBITDA of any related Person, property,
business or assets to the extent not so acquired) by the Borrower or any Restricted
Subsidiary during such period (each such Person, property, business or asset
acquired and not subsequently so disposed of, an Acquired Entity or
Business), and the Acquired EBITDA of any Unrestricted Subsidiary that is
converted into a Restricted Subsidiary during such period (each, a Converted
Restricted Subsidiary), in each case based on the actual Acquired EBITDA
of such Acquired Entity or Business or Converted Restricted Subsidiary for such
period (including the portion thereof occurring prior to such acquisition or conversion)
and (B) for the purposes of the definition of the term Permitted
Acquisition and Sections 10.3, 10.9 and 10.10, an adjustment in respect
of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment
with respect to such Acquired Entity or Business for such period (including the
portion thereof occurring prior to such acquisition or conversion) as specified
in the Pro Forma Adjustment Certificate delivered to the Lenders and the
Administrative Agent and (y) for purposes of determining the Consolidated
Total Debt to Consolidated EBITDA Ratio only, there shall be excluded in
determining Consolidated EBITDA for any period the Acquired EBITDA of any Person,
property, business or asset (other than an Unrestricted Subsidiary) sold,
transferred or otherwise disposed of, closed or classified as discontinued
operations by the Borrower or any Restricted Subsidiary during such period
(each such Person, property, business or asset so sold or disposed of, a Sold
Entity or Business), and the Acquired EBITDA of any Restricted Subsidiary
that is converted into an Unrestricted Subsidiary during such period (each, a Converted
Unrestricted Subsidiary), in each case based on the actual Acquired EBITDA
of such Sold Entity or Business or Converted Unrestricted Subsidiary for such
period (including the portion thereof occurring prior to such sale, transfer,
disposition or conversion) and  (v)there shall be excluded from Consolidated
Earnings and the determination of Consolidated EBITDA for any period the
effects of adjustments in component amounts required or permitted by the
Financial Accounting Standards Board Statements of Financial Accounting
Standards Nos. 141 and 142 and related authoritative pronouncements, as a
result of the Transactions or Permitted Acquisitions or the amortization or
write-off of any amounts in connection therewith and related financings
thereof.  Notwithstanding anything to
the contrary contained herein, Consolidated EBITDA shall be deemed to be
$155,266,000 and $155,224,000, respectively, for the fiscal quarters ended
March 31, 2004 and June 30, 2004.  11


Consolidated EBITDA to Consolidated Interest
Expense Ratio shall mean, as of any date of determination, the ratio of
(a) Consolidated EBITDA for the relevant Test Period to
(b) Consolidated Interest Expense for such Test Period.  Consolidated Interest Expense shall mean,
for any period, the cash interest expense (including that attributable to Capital
Leases in accordance with GAAP), net of cash interest income, of the Borrower
and the Restricted Subsidiaries on a consolidated basis with respect to all
outstanding Indebtedness of the Borrower and the Restricted Subsidiaries,
including all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers acceptance financing and net costs
under Hedge Agreements (other than currency swap agreements, currency future or
option contracts and other similar agreements) and including, without
duplication, capitalized interest in connection with the purchase of Satellites
to the extent paid in cash, but excluding, however, amortization of deferred financing
costs and any other amounts of non-cash interest, all as calculated on a consolidated
basis in accordance with GAAP and excluding, for avoidance of any doubt, any
interest in respect of items excluded from Indebtedness in the proviso to the
definition thereof, provided that (a) except as provided in
clause (b) below, there shall be excluded from Consolidated Interest
Expense for any period the cash interest expense (or cash interest income) of
all Unrestricted Subsidiaries for such period to the extent otherwise included
in Consolidated Interest Expense and (b) for purposes of the definition of
the term Permitted Acquisition and Sections 10.3, 10.9 and 10.10, there
shall be included in determining Consolidated Interest Expense for any period
the cash interest expense (or income) of any Acquired Entity or Business
acquired during such period and of any Converted Restricted Subsidiary
converted during such period, in each case based on the cash interest expense
(or income) of such Acquired Entity or Business or Converted Restricted
Subsidiary for such period (including the portion thereof occurring prior to
such acquisition or conversion) assuming any Indebtedness incurred or repaid in
connection with any such acquisition or conversion had been incurred or prepaid
on the first day of such period. Notwithstanding anything to the contrary
contained herein, for purposes of determining Consolidated Interest Expense for
any period ending prior to the first anniversary of the Closing Date,
Consolidated Interest Expense shall be an amount equal to actual Consolidated
Interest Expense from the Closing Date through the date of determination
multiplied by a fraction the numerator of which is 365 and the denominator of
which is the number of days from the Closing Date through the date of determination.  Consolidated Lease Expense shall mean, for
any period, all rental expenses of the Borrower and the Restricted Subsidiaries
during such period under operating leases for real or personal property
(including in connection with Permitted Sale Leasebacks), excluding real estate
taxes, insurance costs and common area maintenance charges and net of sublease
income, other than (a) obligations under vehicle leases entered into in
the ordinary course of business, (b) all such rental expenses associated
with assets acquired pursuant to a Permitted Acquisition to the extent that
such rental expenses relate to operating leases in effect at the time of (and
immediately prior to) such acquisition and (c) Capitalized Lease
Obligations, all as determined on a consolidated basis in accordance with GAAP,
provided that there shall be excluded from Consolidated Lease Expense
for any period the rental expenses of all Unrestricted Subsidiaries for such
period to the extent otherwise included in Consolidated Lease Expense.  12


Consolidated Net Income shall mean, for any
period, the consolidated net income (or loss) after the deduction of income
taxes of the Borrower and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.  Consolidated Total Debt shall mean, as of
any date of determination, (a) the sum of (i) all Indebtedness of the
Borrower and the Restricted Subsidiaries for borrowed money outstanding on such
date and (ii) all Capitalized Lease Obligations of the Borrower and the
Restricted Subsidiaries outstanding on such date, all calculated on a
consolidated basis in accordance with GAAP minus (b) the aggregate
amount of cash included in the cash accounts listed on the consolidated balance
sheet of the Borrower and the Restricted Subsidiaries as at such date to the
extent the use thereof for application to payment of Indebtedness is not
prohibited by law or any contract to which the Borrower or any of the Restricted
Subsidiaries is a party.  Consolidated Total Debt to Consolidated EBITDA
Ratio shall mean, as of any date of determination, the ratio of
(a) Consolidated Total Debt as of the last day of the relevant Test Period
to (b) Consolidated EBITDA for such Test Period.  Consolidated Working Capital shall mean, at
any date, the excess of (a) the sum of all amounts (other than cash, cash
equivalents and bank overdrafts) that would, in conformity with GAAP, be set
forth opposite the caption total current assets (or any like caption) on a
consolidated balance sheet of the Borrower and the Restricted Subsidiaries at
such date over (b) the sum of all amounts that would, in conformity with
GAAP, be set forth opposite the caption total current liabilities (or any
like caption) on a consolidated balance sheet of the Borrower and the
Restricted Subsidiaries on such date, but excluding (i) the current portion of
any Funded Debt, (ii) without duplication of clause (i) above, all Indebtedness
consisting of Loans and Letter of Credit Exposure to the extent otherwise
included therein and (iii) the current portion of deferred income taxes.  Continuing Director shall mean, at any
date, an individual (a) who is a member of the board of directors of the
Borrower on the date hereof, (b) who, as at such date, has been a member
of such board of directors for at least the 12 preceding months, (c) who
has been nominated to be a member of such board of directors, directly or
indirectly, by a Sponsor or Persons nominated by a Sponsor or (d) who has
been nominated to be a member of such board of directors by a majority of the
other Continuing Directors then in office.  Converted Restricted Subsidiary shall have
the meaning provided in the definition of the term Consolidated EBITDA.  Converted Unrestricted Subsidiary shall
have the meaning provided in the definition of the term Consolidated EBITDA.  Covered Satellite means any Satellite that
is owned by the Borrower or any of its Restricted Subsidiaries or for which the
Borrower or any of its Restricted Subsidiaries otherwise retains the risk of
loss.  13


Credit Documents shall mean this Agreement,
the Security Documents, the Intercreditor and Collateral Trust Agreement, each
Letter of Credit and any promissory notes issued by the Borrower hereunder.  Credit Event shall mean and include the
making (but not the conversion or continuation) of a Loan and the issuance of a
Letter of Credit.  Credit Facility shall mean a category of
Commitments and extensions of credit thereunder.  Credit Party shall mean each of the
Borrower, the Guarantors and each other Subsidiary of the Borrower that is a
party to a Credit Document.  Cumulative Consolidated Net Income Available to
Stockholders shall mean, as of any date of determination, Consolidated Net
Income less cash dividends paid by the Borrower with respect to its capital
stock for the period (taken as one accounting period) commencing on the Closing
Date and ending on the last day of the most recent fiscal quarter for which Section 9.1
Financials have been delivered to the Lenders under Section 9.1.  Debt Incurrence Prepayment Event shall mean
any issuance or incurrence by the Borrower or any of the Restricted Subsidiaries
of any Indebtedness (including any issuance by the Borrower of Permitted Additional
Notes to the extent the Net Cash Proceeds are not used for a Permitted
Acquisition but excluding any other Indebtedness permitted to be issued or
incurred under Section 10.1 other than Section 10.1(A)(o)).  Default shall mean any event, act or
condition that with notice or lapse of time, or both, would constitute an Event
of Default.  Defaulting Lender shall mean any Lender
with respect to which a Lender Default is in effect.  dividends shall have the meaning provided
in Section 10.6.  Documentation Agents shall mean Bear,
Stearns & Co. Inc, together with its affiliates, Lehman Brothers Inc.,
together with its affiliates and Banc of America Securities LLC, together with
its affiliates, as the co-documentation agents for the Lenders under this
Agreement and the other Credit Documents.  Dollars and $ shall mean dollars
in lawful currency of the United States of America.  Dollar Equivalent shall mean, on any date
of determination, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in any Foreign Currency,
the equivalent in Dollars of such amount, determined by the Administrative
Agent pursuant using the applicable Exchange Rate.  14


Domestic Subsidiary shall mean each
Subsidiary of the Borrower that is organized under the laws of the
United States, any state or territory thereof, or the District of Columbia.  Drawing shall have the meaning provided in
Section 3.4(b).  Environmental Claims shall mean any and all
actions, suits, orders, decrees, demands, demand letters, claims, liens, notices
of noncompliance, violation or potential responsibility or investigation (other
than internal reports prepared by the Borrower or any of the Subsidiaries (a)
in the ordinary course of such Persons business or (b) as required in
connection with a financing transaction or an acquisition or disposition of
real estate) or proceedings relating in any way to any Environmental Law or any
permit issued, or any approval given, under any such Environmental Law
(hereinafter, Claims), including, without limitation, (i) any and
all Claims by governmental or regulatory authorities for enforcement, cleanup,
removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law and (ii) any and all Claims by any third
party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief relating to the presence, release or threatened
release of Hazardous Materials or arising from alleged injury or threat of
injury to health or safety (to the extent relating to human exposure to
Hazardous Materials), or the environment including, without limitation, ambient
air, surface water, groundwater, land surface and subsurface strata and natural
resources such as wetlands.  Environmental Law shall mean any applicable
Federal, state, foreign or local statute, law, rule, regulation, ordinance,
code and rule of common law now or hereafter in effect and in each case as
amended, and any binding judicial or administrative interpretation thereof,
including any binding judicial or administrative order, consent decree or
judgment, relating to the protection of environment, including, without
limitation, ambient air, surface water, groundwater, land surface and
subsurface strata and natural resources such as wetlands, or human health or
safety (to the extent relating to human exposure to Hazardous Materials), or
Hazardous Materials.  Equity Investments shall have the meaning
provided in the preamble to this Agreement.  ERISA shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time.  Section references to ERISA are to ERISA as
in effect at the date of this Agreement and any subsequent provisions of ERISA
amendatory thereof, supplemental thereto or substituted therefor.  ERISA Affiliate shall mean each person (as
defined in Section 3(9) of ERISA) that together with the Borrower or a Subsidiary
would be deemed to be a single employer within the meaning of Section 414(b)
or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section
412 of the Code, is treated as a single employer under Section 414 of the Code.  Event of Default shall have the meaning
provided in Section 11.  15


Excess Cash Flow shall mean, for any
period, an amount equal to the excess of  (a) the sum, without duplication, of  (i)
Consolidated Net Income for such period,  (ii)
an amount equal to the amount of all non-cash charges to the extent deducted in
arriving at such Consolidated Net Income,  (iii)
decreases in Consolidated Working Capital for such period and  (iv)
an amount equal to the aggregate net non-cash loss on the sale, lease, transfer
or other disposition of assets by the Borrower and the Restricted Subsidiaries
during such period (other than sales in the ordinary course of business) to the
extent deducted in arriving at such Consolidated Net Income over  (b) the sum, without duplication, of  (i)
an amount equal to the amount of all non-cash credits included in arriving at
such Consolidated Net Income,  (ii)
$300,000,000 (provided, however, that with respect to the year
ended December 31, 2004, such amount shall be $400,000,000) less
the principal amount of Indebtedness incurred in connection with Capital
Expenditures, in such period,  (iii)
the aggregate amount of all prepayments of Revolving Credit Loans and Swingline
Loans made during such period to the extent accompanying reductions of the
Total Revolving Credit Commitments, except to the extent financed with the
proceeds of other Indebtedness of the Borrower or its Restricted Subsidiaries,  (iv) the
aggregate amount of all principal payments of Indebtedness of the Borrower or
the Restricted Subsidiaries (including any Term Loans and the principal
component of payments in respect of Capitalized Lease Obligations but excluding
Revolving Credit Loans, Swingline Loans and voluntary prepayments of Term Loans
pursuant to Section 5.1) made during such period (other than in respect of
any revolving credit facility to the extent there is not an equivalent permanent
reduction in commitments thereunder), except to the extent financed with the
proceeds of other Indebtedness of the Borrower or its Restricted Subsidiaries,  (v)
an amount equal to the aggregate net non-cash gain on the sale, lease, transfer
or other disposition of assets by the Borrower and the Restricted Subsidiaries
during such period (other than sales in the ordinary course of business) to the
extent included in arriving at such Consolidated Net Income,  16


(vi) increases
in Consolidated Working Capital for such period,  (vii)
payments by the Borrower and the Restricted Subsidiaries during such period in
respect of long-term liabilities of the Borrower and the Restricted Subsidiaries
other than Indebtedness,  (viii) the
amount of Investments made during such period pursuant to Section 10.5 to
the extent that such Investments were financed with internally generated cash
flow of the Borrower and the Restricted Subsidiaries,  (ix) the
amount of dividends paid during such period pursuant to clause (b) or (d)
of the proviso to Section 10.6 to the extent such dividends were paid with
the proceeds of any amount referred to in paragraph (a) of this definition,  (x) the
aggregate amount of expenditures actually made by the Borrower and the
Restricted Subsidiaries in cash during such period (including expenditures for
the payment of financing fees) to the extent that such expenditures are not expensed
during such period and  (xi) the
aggregate amount of any premium, make-whole or penalty payments actually paid
in cash by the Borrower and the Restricted Subsidiaries during such period that
are required to be made in connection with any prepayment of Indebtedness and
that are accounted for as extraordinary items.  Exchange Rate shall mean on any day with
respect to any Foreign Currency, the rate at which such Foreign Currency may be
exchanged into Dollars, as set forth at approximately 11:00 a.m. (London
time) on such day on the Reuters World Currency Page for such Foreign Currency;
in the event that such rate does not appear on any Reuters World Currency Page,
the Exchange Rate shall be determined by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Borrower, or, in the absence of such agreement,
such Exchange Rate shall instead be the arithmetic average of the spot rates of
exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of such Foreign Currency are then being
conducted, at or about 10:00 a.m. (New York City time) on such date for
the purchase of Dollars for delivery two Business Days later.  Excluded Satellites shall mean (a) the
Satellites of the Borrower and its Restricted Subsidiaries commonly referred to
as PAS-4, PAS-5, PAS-7, PAS-1R, PAS-6B, SBS-6, Galaxy IIIR, Galaxy
IVR, Galaxy 10R and Galaxy 11 and (b) any other Satellite that (i) is
not expected or intended, in the good faith determination of the board of
directors and evidenced by a board resolution delivered to the Administrative
Agent, to earn future revenues from the operation of such Satellite in excess
of $25,000,000 in any fiscal year, and (ii) has suffered loss or damage such
that (1) the procurement of In-Orbit Insurance therefor in the amount and on
the terms required by Section 9.3(b)(iii) would not be available for a price
that is, and on other terms and conditions that are, commercially reasonable or
(2) such In-Orbit Insurance would be subject to exclusions or limitations of
coverage that would make the terms of the  17


insurance commercially unreasonable, in either case,
as determined in good faith by the board of directors and evidenced by a board
resolution delivered to the Administrative Agent.  Excluded Taxes shall mean, with respect to
the Administrative Agent or any Lender, (a) (i) net income taxes and
franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed
on the Administrative Agent or any Lender and (ii) any taxes imposed on
the Administrative Agent or any Lender as a result of any current of former
connection between the Administrative Agent or such Lender and the jurisdiction
of the Governmental Authority imposing such tax or any political subdivision or
taxing authority thereof or therein (other than any such connection arising
solely from the Administrative Agent or such Lender having executed, delivered
or performed its obligations or received a payment under, or having been a
party to or having enforced this Agreement) and (b) in the case of a
Non-U.S. Lender, (i) any U.S. federal withholding tax that is imposed on
amounts payable to such Non-U.S. Lender under the law in effect at the time
such Non-U.S. Lender becomes a party to this Agreement (or, in the case of a
Non-U.S. Participant, on the date such Non-U.S. Participant became a
Participant hereunder); provided that this clause (b)(i) shall not
apply to the extent that (x) the indemnity payments or additional amounts any
Lender (or Participant) would be entitled to receive (without regard to this
clause (b)(i)) do not exceed the indemnity payment or additional amounts that
the person making the assignment, participation or transfer to such Lender (or
Participant) would have been entitled to receive in the absence of such
assignment, participation or transfer or (y) any Tax is imposed on a
Lender in connection with an interest or participation in any Loan or other
obligation that such Lender was required to acquire pursuant to Section 13.8(a)
of this Agreement or that such Lender acquired pursuant to Section 13.7 of this
Agreement (it being understood and agreed, for the avoidance of doubt, that any
withholding tax imposed on a Non-U.S. Lender as a result of a Change in Law
occurring after the time such Non-U.S. 
Lender became a party to this Agreement (or designates a new lending
office) shall not be an Excluded Tax) or (ii) any Tax to the extent attributable
to such Non-U.S. Lenders failure to comply with Section 5.4(d).  Existing Credit Agreement shall mean the
Credit Agreement, dated as of February 25, 2002, between the Borrower, the
Lenders party thereto and Credit Suisse First Boston, as Sole Bookrunner and
Sole Lead Arranger, Credit Suisse First Boston and Deutsche Bank Alex. Brown
Inc., as Joint Arrangers, Deutsche Bank Alex. Brown Inc., as Syndication Agent
and Societe Generale, New York Branch, as Documentation Agent, as the same may
be amended, supplemented or otherwise modified from time to time.  Existing Letters of Credit shall have the
meaning provided in the preamble to this Agreement.  Existing Senior Notes shall mean the
Borrowers 81⁄2% Senior Notes due 2012.  Existing Senior Notes Indenture shall mean
the Indenture, dated as of February 1, 2002, between the Borrower, as
Issuer, the Guarantors named therein and The Bank of New York, as Trustee,
relating to the Borrowers Existing Senior Notes.  FCC shall mean the Federal Communications
Commission or any governmental authority substituted therefor.  18


FCC Licenses shall mean all authorizations,
orders, licenses and permits issued by the FCC to the Borrower or any of its
Restricted Subsidiaries, under which the Borrower or any of its Restricted
Subsidiaries is authorized to launch and operate any of its Satellites or to
operate any of its transmit only, receive only or transmit and receive earth stations.  Federal Funds Effective Rate shall mean,
for any day, the weighted average of the per annum rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average of the quotations
for the day of such transactions received by the Administrative Agent from
three federal funds brokers of recognized standing selected by it.  Fees shall mean all amounts payable
pursuant to, or referred to in, Section 4.1.  Final Date shall mean the date on which the
Revolving Credit Commitments shall have terminated, no Revolving Credit Loans
shall be outstanding and the Letters of Credit Outstanding shall have been
reduced to zero.  Foreign Asset Sale shall have the meaning
provided in Section 5.2(h).  Foreign Currencies shall mean Euro and
Sterling.  Foreign Plan shall mean any employee
benefit plan, program, policy, arrangement or agreement maintained or contributed
to by the Borrower or any of its Subsidiaries with respect to employees
employed outside the United States.  Foreign Subsidiary shall mean each
Subsidiary of the Borrower that is not a Domestic Subsidiary.  Fronting Fee shall have the meaning
provided in Section 4.1(c).  Funded Debt shall mean all indebtedness of
the Borrower and the Restricted Subsidiaries for borrowed money that matures
more than one year from the date of its creation or matures within one year
from such date that is renewable or extendable, at the option of the Borrower
or any Restricted Subsidiary, to a date more than one year from such date or
arises under a revolving credit or similar agreement that obligates the lender
or lenders to extend credit during a period of more than one year from such
date, including all amounts of Funded Debt required to be paid or prepaid
within one year from the date of its creation and, in the case of the Borrower,
Indebtedness in respect of the Loans.  GAAP shall mean generally accepted
accounting principles in the United States of America, as in effect from time
to time; provided, however, that if there occurs after the date
hereof any change in GAAP that affects in any respect the calculation of any
covenant contained in Section 10, the Lenders and the Borrower shall
negotiate in good faith amendments to the provisions of this Agreement that
relate to the calculation of such covenant with the intent of having the
respective positions of the Lenders and the Borrower after such change in GAAP
conform as nearly as possible to their respective positions as of the date of
this Agreement and, until  19


any such amendments have
been agreed upon, the covenants in Section 10 shall be calculated as if no
such change in GAAP has occurred.  Globo Receivables
shall have the meaning given such term in the definition of Consolidated
EBITDA.  Governmental Authority
shall mean any nation or government, any state, province, territory or other
political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.  Guarantee shall
mean the Guarantee, made by each Guarantor in favor of the Administrative Agent
for the benefit of the Secured Parties, substantially in the form of Exhibit
C, as the same may be amended, supplemented or otherwise modified from time
to time.  Guarantee and Collateral
Exception Amount shall mean, at any time: 
(a) $250,000,000 minus (b) the sum of (i) the
aggregate amount of Indebtedness incurred or assumed prior to such time
pursuant to Section 10.1(A)(j) or (A)(k) that is outstanding at such time
and that was used to acquire, or was assumed in connection with the acquisition
of, capital stock and/or assets in respect of which guarantees, pledges and
security have not been given pursuant to Sections 9.11 and 9.12,
(ii) the aggregate New Loan Commitments at such time and (iii) any
Indebtedness incurred by any Restricted Subsidiary that is not a Guarantor, provided
that if such amount is a negative number, the Guarantee and Collateral Exception
Amount shall be zero.  Guarantee Obligations
shall mean, as to any Person, any obligation of such Person guaranteeing or
intended to guarantee any Indebtedness of any other Person (the primary
obligor) in any manner, whether directly or indirectly, including any
obligation of such Person, whether or not contingent, (a) to purchase any such
Indebtedness or any property constituting direct or indirect security therefor,
(b) to advance or supply funds (i) for the purchase or payment of any such
Indebtedness or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such Indebtedness of the ability of
the primary obligor to make payment of such Indebtedness or (d) otherwise to
assure or hold harmless the owner of such Indebtedness against loss in respect
thereof; provided, however, that the term Guarantee Obligations
shall not include endorsements of instruments for deposit or collection in the
ordinary course of business.  The amount
of any Guarantee Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the Indebtedness in respect of which such Guarantee
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by such Person in good faith.  Guarantors shall
mean the Subsidiary Guarantors, other than the immaterial Subsidiaries listed
on Schedule 1.1(d).  Hazardous Materials
shall mean (a) any petroleum or petroleum products, radioactive materials,
friable asbestos, urea formaldehyde foam insulation, transformers or other
equipment that contain dielectric fluid containing regulated levels of
polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or
substances defined as or included in the definition  20


of hazardous substances, hazardous
waste, hazardous materials, extremely hazardous waste, restricted
hazardous waste, toxic substances, toxic pollutants, contaminants, or pollutants,
or words of similar import, under any applicable Environmental Law; and (c) any
other chemical, material or substance, which is prohibited, limited or
regulated by any Environmental Law.  Hedge Agreements
shall mean interest rate swap, cap or collar agreements, interest rate future
or option contracts, currency swap agreements, currency future or option
contracts, commodity price protection agreements or other commodity price
hedging agreements, and other similar agreements entered into by the Borrower
in the ordinary course of business (and not for speculative purposes) in order
to protect the Borrower or any of the Restricted Subsidiaries against
fluctuations in interest rates, currency exchange rates or commodity prices.  Historical Adjustments
shall mean, with respect to the Borrower and its Restricted Subsidiaries,
without duplication, the items set forth on Schedule 1.1(e) to the
extent incurred prior to the Closing Date.  Historical Financial
Statements shall mean as of the Closing Date, the audited financial
statements of the Borrower and its Subsidiaries, for the immediately preceding
three fiscal years, consisting of balance sheets and the related consolidated
statements of income, stockholders equity and cash flows for such fiscal
years.  In-Orbit Insurance
shall mean, with respect to any Satellite, insurance for risks of loss of and
damage to such Satellite attaching upon the expiration of the Launch Insurance
therefor and renewing, during the commercial in-orbit service of such
Satellite, prior to the expiration of the immediately preceding corresponding
In-Orbit Insurance policy, subject to the terms and conditions set forth
herein.  In-Orbit Spare Satellite
shall mean a Satellite that meets the qualifying requirements for in-orbit
spare satellites set out in Schedule A.  Increased Amount Date
shall have the meaning provided in Section 2.14.  Indebtedness of any
Person shall mean (a) all indebtedness of such Person for borrowed money, (b)
the deferred purchase price of assets or services that in accordance with GAAP
would be included as liabilities in the balance sheet of such Person,
(c) the face amount of all letters of credit issued for the account of
such Person and, without duplication, all drafts drawn thereunder, (d) all
Indebtedness of a second Person secured by any Lien on any property owned by
such first Person, whether or not such Indebtedness has been assumed, (e) all
Capitalized Lease Obligations of such Person, (f) all obligations of such
Person under interest rate swap, cap or collar agreements, interest rate future
or option contracts, currency swap agreements, currency future or option
contracts, commodity price protection agreements or other commodity price
hedging agreements and other similar agreements and (g) without duplication,
all Guarantee Obligations of such Person, provided that Indebtedness
shall not include (i) trade payables and accrued expenses, in each case
payable directly or through a bank clearing arrangement and arising in the
ordinary course of business, (ii) obligations under Satellite Purchase
Agreements, Launch Service Agreements, in each case, not overdue by more than
90 days, (iii) deferred or  21


prepaid revenue, and
(iv) purchase price holdbacks in respect of a portion of the purchase
price of an asset to satisfy warranty or other unperformed obligations of the
respective seller and (v) obligations to make payments to one or more
insurers under satellite insurance policies in respect of premiums or the
requirement to remit to such insurer(s) a portion of the future revenues
generated by a Satellite which has been declared a constructive total loss, in
each case in accordance with the terms of the insurance policies relating
thereto.  Indemnified Taxes
shall mean all Taxes (other than Excluded Taxes) and Other Taxes.  India Tax Obligations
shall mean tax claims of the government of India related to withholding taxes
assessed on revenues for the India tax years ended March 31, 1996 through
2005 in an aggregate amount not to exceed $60,000,000.  Initial Financial
Statement Delivery Date shall mean the date on which Section 9.1
Financials are delivered to the Lenders under Section 9.1 for the first
full fiscal quarter ending at least six months after the Closing Date.  Intercreditor and
Collateral Trust Agreement means the intercreditor and collateral trust
agreement substantially in the form of Exhibit N.  Interest Period
shall mean, with respect to any Term Loan or Revolving Credit Loan, the
interest period applicable thereto, as determined pursuant to Section 2.9.  Investment shall
mean, for any Person:  (a) the
acquisition (whether for cash, property, services or securities or otherwise)
of capital stock, bonds, notes, debentures, partnership or other ownership
interests or other securities of any other Person (including any short sale
or any sale of any securities at a time when such securities are not owned by
the Person entering into such sale); (b) the making of any deposit with,
or advance, loan or other extension of credit to, any other Person (including
the purchase of property from another Person subject to an understanding or
agreement, contingent or otherwise, to resell such property to such Person),
but excluding any such advance, loan or extension of credit having a term not
exceeding 364 days arising in the ordinary course of business and excluding
also any Investment in leases entered into in the ordinary course of business;
or (c) the entering into of any guarantee of, or other contingent obligation
with respect to, Indebtedness or other monetary liability of any other Person.  Joinder Agreement
shall mean an agreement substantially in the form of Exhibit M.  Joint Lead Arrangers
shall mean Citigroup Global Markets Inc. and Credit Suisse First Boston.  Joint Ventures
shall mean any Person in which the Borrower or a Restricted Subsidiary
maintains an equity investment (including those formed for the purpose of
selling or leasing transponders or transponder capacity to third party
customers in the ordinary course of business of the Borrower and its Restricted
Subsidiaries), but which is not a Subsidiary of the Borrower.  22


KKR shall mean each
of Kohlberg Kravis Roberts & Co., L.P. and KKR Associates, L.P.  L/C Maturity Date
shall mean the date that is five Business Days prior to the Revolving Credit
Maturity Date.  L/C Participant
shall have the meaning provided in Section 3.3(a).  L/C Participation
shall have the meaning provided in Section 3.3(a).  Launch shall mean,
with respect to any Satellite, the point in time before lift-off of such
Satellite at which risk of loss of such Satellite passes to the applicable
Satellite Purchaser under the terms of the applicable Satellite Purchase
Agreement, unless risk of loss thereunder is to pass to such Satellite Purchaser
after lift-off, in which case Launch shall mean the intentional ignition of
the first stage engines of the launch vehicle that has been integrated with
such Satellite.  Launch Insurance
shall mean, with respect to any Satellite, insurance for risks of loss of and
damage to such Satellite attaching not later than the time of Launch and
continuing until the successful or unsuccessful attempt to achieve physical
separation of such Satellite from the launch vehicle that had been integrated
with such Satellite except that with respect to any Satellite that is intended
for use as an In-Orbit Spare Satellite such insurance shall continue until the
completion of initial in-orbit testing, subject to the terms and conditions set
forth herein.  Launch Services
Agreement shall mean, with respect to any Satellite, the agreement between
the applicable Satellite Purchaser and the applicable Launch Services Provider
relating to the launch of such Satellite.  Launch Services Provider
shall mean, with respect to any Satellite, the provider of launch services for
such Satellite pursuant to the terms of the Launch Services Agreement related
thereto.  Lender shall have
the meaning provided in the preamble to this Agreement.  Lender Default
shall mean (a) the failure (which has not been cured) of a Lender to make
available its portion of any Borrowing or to fund its portion of any
unreimbursed payment under Section 3.3 or (b) a Lender having notified the
Administrative Agent and/or the Borrower that it does not intend to comply with
the obligations under Section 2.1(a), 2.1(b), 2.1(d) or 3.3, in the case
of either clause (a) or clause (b) above, as a result of the
appointment of a receiver or conservator with respect to such Lender at the
direction or request of any regulatory agency or authority.  Lender Pledge Agreement
shall mean the Lender Pledge Agreement, entered into by the Borrower, the other
pledgors party thereto and the Administrative Agent for the benefit of the
Lenders, substantially in the form of Exhibit F, as the same may be
amended, supplemented or otherwise modified from time to time.  23


Lender Security
Agreement shall mean the Lender Security Agreement entered into by the
Borrower, the other grantors party thereto and the Administrative Agent for the
benefit of the Lenders, substantially in the form of Exhibit G, as the
same may be amended, supplemented or otherwise modified from time to time.  Letter of Credit
shall mean each standby letter of credit issued pursuant to Section 3.1.  Letter of Credit
Commitment shall mean $100,000,000, as the same may be reduced from time
to time pursuant to Section 3.1.  Letter of Credit
Exposure shall mean, with respect to any Lender, at any time, the sum of
(a) the amount of any Unpaid Drawings in respect of which such Lender has made
(or is required to have made) payments to the Letter of Credit Issuer pursuant
to Section 3.4(a) at such time and (b) such Lenders Revolving Credit
Commitment Percentage of the Letters of Credit Outstanding at such time
(excluding the portion thereof consisting of Unpaid Drawings in respect of
which the Lenders have made (or are required to have made) payments to the
Letter of Credit Issuer pursuant to Section 3.4(a)).  Letter of Credit Fee
shall have the meaning provided in Section 4.1(b).  Letter of Credit Issuer
shall mean Credit Suisse First Boston, any of its Affiliates or any successor
pursuant to Section 3.6.  The Letter
of Credit Issuer may, in its discretion, arrange for one or more Letters of
Credit to be issued by Affiliates of the Letter of Credit Issuer, and in each
such case the term Letter of Credit Issuer shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.  In the event that there is more than one
Letter of Credit Issuer at any time, references herein and in the other Credit
Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter
of Credit Issuer in respect of the applicable Letter of Credit or to all Letter
of Credit Issuers, as the context requires.  Letters of Credit
Outstanding shall mean, at any time, the sum of, without duplication,
(a) the aggregate Stated Amount of all outstanding Letters of Credit and
(b) the aggregate amount of all Unpaid Drawings in respect of all Letters
of Credit.  Letter of Credit Request
shall have the meaning provided in Section 3.2.  Level I Status
shall mean, on any date, the Consolidated Total Debt to Consolidated EBITDA
Ratio is greater than or equal to 6.00 to 1.00 as of such date.  Level II Status
shall mean, on any date, the circumstance that Level I Status does not
exist and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater
than or equal to 5.50 to 1.00 as of such date.  Level III Status
shall mean, on any date, the circumstance that neither Level I Status nor
Level II Status exists and the Consolidated Total Debt to Consolidated
EBITDA Ratio (x) with respect to the Applicable ABR Margin and Applicable LIBOR
Margin, is greater than or  24


equal to 5.00 to 1.00 as of
such date and (y) with respect to the Commitment Fee Rate, is greater than or
equal to 4.50 to 1.00 as of such date.  Level IV Status
shall mean, on any date, the circumstance that the Consolidated Total Debt to
Consolidated EBITDA Ratio is less than (x) with respect to the Applicable ABR
Margin and Applicable LIBOR Margin, 5.00 to 1.00 as of such date and (y) with
respect to the Commitment Fee Rate, 4.50 to 1.00 as of such date.  LIBOR Loan shall
mean any LIBOR Term Loan or LIBOR Revolving Credit Loan.  LIBOR Rate shall
mean, in the case of any LIBOR Term Loan or LIBOR Revolving Credit Loan, with
respect to each day during each Interest Period pertaining to such LIBOR Loan,
(a) the rate of interest determined on the basis of the rate for deposits
in Dollars for a period equal to such Interest Period commencing on the first
day of such Interest Period appearing on Page 3750 of the Telerate screen
as of 11:00 a.m. (London time) two Business Days prior to the beginning of
such Interest Period multiplied by (b) the Statutory Reserve Rate.  In the event that any such rate does not
appear on the applicable Page of the Telerate Service (or otherwise on such
service), the LIBOR Rate for the purposes of this paragraph shall be
determined by reference to such other publicly available service for displaying
LIBOR rates as may be agreed upon by the Administrative Agent and the Borrower
or, in the absence of such agreement, the LIBOR Rate for the purposes
of this paragraph shall instead be the rate per annum
notified to the Administrative Agent by the Reference Lender as the rate at
which the Reference Lender is offered Dollar deposits at or about 11:00 a.m.
(London time) two Business Days prior to the beginning of such Interest Period
in the interbank LIBOR market where the LIBOR and foreign currency and exchange
operations in respect of its LIBOR Loans are then being conducted for delivery
on the first day of such Interest Period for the number of days comprised
therein and in an amount comparable to the amount of its LIBOR Term Loan or
LIBOR Revolving Credit Loan, as the case may be, to be outstanding during such
Interest Period.  LIBOR Revolving Credit
Loan shall mean any Revolving Credit Loan bearing interest at a rate
determined by reference to the LIBOR Rate.  LIBOR Term Loan
shall mean any Term Loan bearing interest at a rate determined by reference to
the LIBOR Rate.  Lien shall mean any
mortgage, pledge, security interest, hypothecation, assignment, lien (statutory
or other) or similar encumbrance (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement or any lease
in the nature thereof).  License Subsidiary
shall mean PanAmSat Licensee Corp., a Delaware corporation, and any other
wholly owned Subsidiary formed for the purpose of holding Subject Licenses to
be used by the Borrower or any of its Restricted Subsidiaries in the operation
of their respective businesses and all of the shares of capital stock and other
ownership interests of which are held by a Guarantor.  25


Loan
shall mean any Revolving Credit Loan, Swingline Loan, Term Loan, New Revolving
Loan or New Tranche B Term Loan made by any Lender hereunder.  Management
Investors shall mean the directors, management officers and employees of
the Borrower and its Subsidiaries who are investors in the Borrower on the
Closing Date.  Mandatory
Borrowing shall have the meaning provided in Section 2.1(d).  Material
Adverse Change shall mean any event or circumstance which has resulted or
is reasonably likely to result in a material adverse change in the business,
assets, operations, properties or financial condition of the Borrower and its
Subsidiaries, taken as a whole or that would materially adversely affect the
ability of the Borrower and the other Credit Parties, taken as a whole, to
perform their obligations under this Agreement or any of the other Credit
Documents.  Material
Adverse Effect shall mean a circumstance or condition affecting the
business, assets, operations, properties or financial condition of the Borrower
and the Subsidiaries, taken as a whole, that would materially adversely affect
(a) the ability of the Borrower and the other Credit Parties, taken as a
whole, to perform their obligations under this Agreement or any of the other
Credit Documents or (b) the rights and remedies of the Administrative
Agent and the Lenders under this Agreement or any of the other Credit
Documents.  Material
Subsidiary shall mean, at any date of determination, (1) each License
Subsidiary and (2) each Restricted Subsidiary of the Borrower
(a) whose total assets at the last day of the Test Period ending on the
last day of the most recent fiscal period for which Section 9.1 Financials
have been delivered were equal to or greater than 5% of the consolidated total
assets of the Borrower and the Restricted Subsidiaries at such date or
(b) whose gross revenues for such Test Period were equal to or greater
than 5% of the consolidated gross revenues of the Borrower and the Restricted
Subsidiaries for such period, in each case determined in accordance with GAAP.  Maturity Date shall
mean the Tranche A Term Loan Maturity Date, the Tranche B Term Loan Maturity
Date or the Revolving Credit Maturity Date.  Merger shall have
the meaning provided in the recitals hereto.  Minimum Borrowing Amount
shall mean (a) with respect to a Borrowing of Term Loans or Revolving Credit
Loans, $1,000,000 and (b) with respect to a Borrowing of Swingline Loans,
$100,000.  Minority Investment
shall mean any Person (other than a Subsidiary) in which the Borrower or any
Restricted Subsidiary owns capital stock or other equity interests.  Moodys shall mean
Moodys Investors Service, Inc. or any successor by merger or consolidation to
its business.  26


Mortgage shall mean
a Mortgage, Assignment of Leases and Rents, Security Agreement and Financing
Statement or other security document entered into by the owner of a Mortgaged
Property and the Collateral Trustee for the benefit of the Secured Parties in
respect of that Mortgaged Property, substantially in the form of Exhibit D,
as the same may be amended, supplemented or otherwise modified from time to
time.  Mortgaged Property
shall mean, initially, each parcel of real estate and the improvements thereto
owned by a Credit Party and identified on Schedule 1.1(b), and includes
each other parcel of real property and improvements thereto with respect to
which a Mortgage is granted pursuant to Section 9.15.  Net Cash Proceeds
shall mean, with respect to any Prepayment Event or the issuance after the
Closing Date by the Borrower of any capital stock, (a) the gross cash
proceeds (including payments from time to time in respect of installment
obligations, if applicable) received by or on behalf of the Borrower or any of
the Restricted Subsidiaries in respect of such Prepayment Event or issuance, as
the case may be, less (b) the sum of:  (i)in the case of any Prepayment Event, the
amount, if any, of all taxes paid or estimated to be payable by the Borrower or
any of the Restricted Subsidiaries in connection with such Prepayment Event,  (ii)in the case of any Prepayment Event, the
amount of any reasonable reserve established in accordance with GAAP against
any liabilities (other than any taxes deducted pursuant to clause
(i) above) (x) associated with the assets that are the subject of
such Prepayment Event and (y) retained by the Borrower or any of the
Restricted Subsidiaries, provided that the amount of any subsequent
reduction of such reserve (other than in connection with a payment in respect
of any such liability) shall be deemed to be Net Cash Proceeds of such a
Prepayment Event occurring on the date of such reduction,  (iii)in the case of any Prepayment Event, the
amount of any Indebtedness secured by a Lien on the assets that are the subject
of such Prepayment Event to the extent that the instrument creating or
evidencing such Indebtedness requires that such Indebtedness be repaid upon
consummation of such Prepayment Event,  (iv)in the case of any Asset Sale Prepayment
Event (other than a transaction permitted by Section 10.4(e)(ii)),
Casualty Event or Permitted Sale Leaseback, the amount of any proceeds of such
Asset Sale Prepayment Event that the Borrower or any Subsidiary has reinvested
(or intends to reinvest within the Reinvestment Period or has entered into a
binding commitment prior to the last day of the Reinvestment Period to
reinvest) in the business of the Borrower or any of the Restricted Subsidiaries
(subject to Section 9.14), provided that any portion of such proceeds
that has not been so reinvested within such Reinvestment Period shall, unless
the Borrower or a Subsidiary has entered into a binding commitment prior to the
last day of such Reinvestment Period to reinvest such proceeds, (x) be
deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty
Event or Permitted Sale Leaseback occurring on the last day of such
Reinvestment Period and (y) be applied to the repayment of Term Loans in
accordance with Section 5.2(a)(i); and  27


(v)in the case of any Prepayment Event or the
issuance by the Borrower of any capital stock, reasonable and customary fees,
commissions, expenses, issuance costs, discounts and other costs paid by the
Borrower or any of the Restricted Subsidiaries, as applicable, in connection
with such Prepayment Event or issuance, as the case may be (other than those
payable to the Borrower or any Subsidiary of the Borrower), in each case only
to the extent not already deducted in arriving at the amount referred to in
clause (a) above.  New
Loan Commitments shall have the meaning provided in Section 2.14.  New
Revolving Credit Commitments shall have the meaning provided in Section 2.14.  New
Revolving Loan Lender shall have the meaning provided in Section 2.14.  New
Revolving Loans shall have the meaning provided in Section 2.14.  New Tranche B Term Loan
Commitments shall have the meaning provided in Section 2.14.  New Tranche B Term Loan
Lender shall have the meaning provided in Section 2.14.  New Tranche B Term Loans
shall have the meaning provided in Section 2.14.  New Tranche B Term Loan
Maturity Date shall mean the date on which a New Tranche B Term Loan
matures.  Non-Consenting Lender
shall have the meaning provided in Section 13.7.  Non-Defaulting Lender
shall mean and include each Lender other than a Defaulting Lender.  Non-U.S. Lender
shall mean any Lender that is not, for United States federal income tax
purposes, (i) a citizen or resident of the United States, (ii) a
corporation or partnership or entity treated as a corporation or partnership
created or organized in or under the laws of the United States, or any
political subdivision thereof, (iii) an estate whose income is subject to
U.S. federal income taxation regardless of its source or (iv) a trust if a
court within the United States is able to exercise primary supervision over the
administration of such trust and one or more United States persons have the
authority to control all substantial decisions of such trust or a trust that
has a valid election in effect under applicable U.S. Treasury regulations to be
treated as a United States person.  Non-U.S. Participant
shall mean any Participant that if it were a Lender would qualify as a Non-U.S.
Lender.  Notice of Borrowing
shall have the meaning provided in Section 2.3.  28


Notice of Conversion or
Continuation shall have the meaning provided in Section 2.6.  Obligations shall
have the meaning assigned to such term in the Security Documents.  Other Taxes shall
mean any and all present or future stamp, documentary or any other excise,
property or similar taxes (including interest, fines, penalties, additions to
tax and related expenses with regard thereto) arising directly from any payment
made or required to be made under this Agreement or from the execution or
delivery of, registration or enforcement of, consummation or administration of,
or otherwise with respect to, this Agreement or any other Credit Document.  Participant shall
have the meaning provided in Section 13.6(c)(i).  PBGC shall mean the
Pension Benefit Guaranty Corporation established pursuant to Section 4002
of ERISA, or any successor thereto.  Perfection Certificate
shall mean a certificate of the Borrower in the form of Exhibit E or any
other form approved by the Administrative Agent.  Permitted Acquisition
shall mean the acquisition, by merger or otherwise, by the Borrower or any of
the Restricted Subsidiaries of assets or capital stock or other equity
interests, so long as (a) such acquisition and all transactions related
thereto shall be consummated in accordance with applicable law; (b) such
acquisition shall result in the issuer of such capital stock or other equity
interests becoming a Restricted Subsidiary and a Subsidiary Guarantor, to the
extent required by Section 9.11; (c) such acquisition shall result in the
Administrative Agent, for the benefit of the applicable Lenders, being granted
a security interest in any capital stock or any assets so acquired, to the
extent required by Sections 9.11, 9.12 and/or 9.15; (d) after giving
effect to such acquisition, no Default or Event of Default shall have occurred
and be continuing; and (e) the Borrower shall be in compliance, on a pro
forma basis after giving effect to such acquisition (including any Indebtedness
assumed or permitted to exist or incurred pursuant to Sections 10.1(A)(j)
and 10.1(A)(k), respectively, and any related Pro Forma Adjustment), with the
covenants set forth in Sections 10.9 and 10.10, as such covenants are
recomputed as at the last day of the most recently ended Test Period under such
Section as if such acquisition had occurred on the first day of such Test
Period.  Permitted Additional
Notes shall mean senior or senior subordinated notes, issued by the
Borrower, (i) the terms of which (1) do not provide for any
scheduled repayment, mandatory redemption or sinking fund obligation prior to
the date on which the final maturity of the Senior Notes occurs (as in effect
on the Closing Date) (other than customary offers to purchase upon a change of
control, asset sale or event of loss and customary acceleration rights after an
event of default) and (2) to the extent senior subordinated notes, provide
for customary subordination to the Obligations under the Credit Documents, (ii) the
covenants, events of default, Subsidiary guarantees and other terms of which
(other than interest rate and redemption premiums), taken as a whole, are not
more restrictive to the Borrower and the Subsidiaries than those  29


in the Senior Notes and
(iii) of which no Subsidiary of the Borrower (other than a Guarantor) is
an obligor under such notes that is not an obligor under the Senior Notes.  Permitted Capital
Expenditure Amount shall have the meaning provided in Section 10.11.  Permitted Investments
shall mean:  (a)securities issued or unconditionally
guaranteed by the United States government or any agency or instrumentality
thereof, in each case having maturities of not more than 24 months from the
date of acquisition thereof;  (b)securities issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof or any political subdivision of any such state or any
public instrumentality thereof having maturities of not more than 24 months
from the date of acquisition thereof and, at the time of acquisition, having an
investment grade rating generally obtainable from either S&P or Moodys
(or, if at any time neither S&P nor Moodys shall be rating such
obligations, then from another nationally recognized rating service);  (c)commercial paper issued by any Lender or any
bank holding company owning any Lender;  (d)commercial paper maturing no more than
12 months after the date of creation thereof and, at the time of
acquisition, having a rating of at least A-2 or P-2 from either S&P or
Moodys (or, if at any time neither S&P nor Moodys shall be rating such
obligations, an equivalent rating from another nationally recognized rating
service);  (e)domestic and LIBOR certificates of deposit or
bankers acceptances maturing no more than two years after the date of
acquisition thereof issued by any Lender or any other bank having combined
capital and surplus of not less than $250,000,000 in the case of domestic banks
and $100,000,000 (or the Dollar Equivalent thereof) in the case of foreign
banks;  (f)repurchase agreements with a term of not more
than 30 days for underlying securities of the type described in clauses
(a), (b) and (e) above entered into with any bank meeting the qualifications
specified in clause (e) above or securities dealers of recognized national standing;  (g)marketable short-term money market and
similar funds (x) either having assets in excess of $250,000,000 or (y) having
a rating of at least A-2 or P-2 from either S&P or Moodys (or, if at any
time neither S&P nor Moodys shall be rating such obligations, an
equivalent rating from another nationally recognized rating service);  (h)shares of investment companies that are registered
under the Investment Company Act of 1940 and substantially all the investments
of which are one or more of the types of securities described in clauses (a)
through (g) above; and  30


(i)in the case of Investments by any Restricted
Foreign Subsidiary or Investments made in a country outside the United States
of America, other customarily utilized high-quality Investments in the country
where such Restricted Foreign Subsidiary is located or in which such Investment
is made.  Permitted Liens
shall mean (a) Liens for taxes, assessments or governmental charges or claims
not yet due or which are being contested in good faith and by appropriate
proceedings for which appropriate reserves have been established in accordance
with GAAP;  (b) Liens in respect of
property or assets of the Borrower or any of the Subsidiaries imposed by law,
such as carriers, warehousemens and mechanics Liens and other similar Liens
arising in the ordinary course of business, in each case so long as such Liens
arise in the ordinary course of business and do not individually or in the
aggregate have a Material Adverse Effect;  (c) Liens arising from
judgments or decrees in circumstances not constituting an Event of Default
under Section 11.1;  (d) Liens incurred or
deposits made in connection with workers compensation, unemployment insurance
and other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
incurred in the ordinary course of business;  (e) ground leases in respect
of real property on which facilities owned or leased by the Borrower or any of
its Subsidiaries are located;  (f) easements,
rights-of-way, restrictions, minor defects or irregularities in title and other
similar charges or encumbrances not interfering in any material respect with
the business of the Borrower and its Subsidiaries, taken as a whole;  (g) any interest or title of
a lessor or secured by a lessors interest under any lease permitted by this
Agreement;  (h) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods;  (i) Liens on goods the
purchase price of which is financed by a documentary letter of credit issued
for the account of the Borrower or any of its Subsidiaries, provided
that such Lien secures only the obligations of the Borrower or such
Subsidiaries in respect of such letter of credit to the extent permitted under Section 10.1;  (j) leases or subleases
granted to others not interfering in any material respect with the business of
the Borrower and its Subsidiaries, taken as a whole; and  (k) Liens created in
the ordinary course of business in favor of banks and other financial
institutions over credit balances of any bank accounts of the Borrower and the
Restricted  31


Subsidiaries held at such
banks or financial institutions, as the case may be, to facilitate the
operation of cash pooling and/or interest set-off arrangements in respect of
such bank accounts in the ordinary course of business.  Permitted Sale Leaseback
shall mean any Sale Leaseback consummated by the Borrower or any of the
Restricted Subsidiaries after the Closing Date, provided that any such
Sale Leaseback not between the Borrower and any Guarantor or any Guarantor and
another Guarantor is consummated for fair value as determined at the time of
consummation in good faith by the Borrower and, in the case of any Sale
Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of
which exceed $20,000,000, the board of directors of the Borrower (which such determination
may take into account any retained interest or other Investment of the Borrower
or such Restricted Subsidiary in connection with, and any other material economic
terms of, such Sale Leaseback).  Person shall mean
any individual, partnership, joint venture, firm, corporation, limited
liability company, association, trust or other enterprise or any Governmental
Authority.  Plan shall mean any
multiemployer or single-employer plan, as defined in Section 4001 of ERISA
and subject to Title IV of ERISA, that is or was within any of the preceding
six plan years maintained or contributed to by (or to which there is or was an
obligation to contribute or to make payments to) the Borrower, a Subsidiary or
an ERISA Affiliate.  Platform shall have
the meaning provided in Section 13.17(b).  Pledge Agreements
shall mean the Lender Pledge Agreement and the Shared Pledge Agreement.  Prepayment Event
shall mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event,
Casualty Event or any Permitted Sale Leaseback.  Prime Rate shall
mean the rate of interest per annum
publicly announced from time to time by the Administrative Agent as its
reference rate in effect at its principal office in New York City (the Prime
Rate not being intended to be the lowest rate of interest charged by Citibank,
N.A. in connection with extensions of credit to debtors).  Pro Forma Adjustment
shall mean, for any test period that includes any of the six consecutive fiscal
quarters first ending following any Permitted Acquisition, with respect to the
Acquired EBITDA of the applicable Acquired Entity or Business or the
Consolidated EBITDA of the Borrower affected by such acquisition, the pro forma
increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as
the case may be, projected by the Borrower in good faith as a result of
reasonably identifiable and factually supportable net cost savings or
additional net costs, as the case may be, realizable during such period by
combining the operations of such Acquired Entity or Business with the
operations of the Borrower and its Subsidiaries, provided that so long
as such net cost savings or additional net costs will be realizable at any time
during such six-quarter period, it may be assumed, for purposes of projecting
such pro forma increase or decrease to such Acquired EBITDA or such
Consolidated EBITDA, as the case may be, that such net cost savings or
additional net costs will be realizable during the  32


entire such period; provided
further that any such pro forma increase or decrease to such
Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be
without duplication for net cost savings or additional net costs actually
realized during such period and already included in such Acquired EBITDA or
such Consolidated EBITDA, as the case may be.  Pro Forma Adjustment
Certificate shall mean any certificate of an Authorized Officer of the
Borrower delivered pursuant to Section 9.1(h) or setting forth the information
described in clause (iv) to Section 9.1(d).  Providence shall
mean Providence Equity Partners.  Qualified PIK Securities
shall mean (1) any preferred capital stock or preferred equity interest of the
Borrower (a) that does not provide for any cash dividend payments or other
cash distributions in respect thereof on or prior to the Tranche B Term Loan
Maturity Date and (b) that by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable or exercisable) or
upon the happening of any event does not (i)(x) mature or become
mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(y) become convertible or exchangeable at the option of the holder thereof
for Indebtedness or preferred stock that is not Qualified PIK Securities or
(z) become redeemable at the option of the holder thereof (other than as a
result of a change of control), in whole or in part, in each case on or prior
to the first anniversary of the Tranche B Term Loan Maturity Date and
(ii) provide holders thereunder with any rights upon the occurrence of a change
of control event prior to the repayment of the Obligations under the Credit
Documents and (2) any Indebtedness of the Borrower which has payments terms at
least as favorable to the Borrower and Lenders as described in clauses (1)(a)
and (b) above and is subordinated on customary terms and conditions (including
remedy standstills at all times prior to the Tranche B Term Loan Maturity
Date) and has other terms, other than with respect to interest rates, at least
as favorable to the Borrower and Lenders as the Senior Notes.  Real Estate shall
have the meaning provided in Section 9.1(f).  Redemption shall
mean the redemption, defeasance or other repurchase of the 2005 Notes.  Reference Lender
shall mean Citibank, N.A.  Register shall have
the meaning provided in Section 13.6(b)(iv).  Regulation D
shall mean Regulation D of the Board as from time to time in effect and
any successor to all or a portion thereof establishing reserve requirements.  Regulation T
shall mean Regulation T of the Board as from time to time in effect and
any successor to all or a portion thereof establishing margin requirements.  Regulation U
shall mean Regulation U of the Board as from time to time in effect and any
successor to all or a portion thereof establishing margin requirements.  33


Regulation X
shall mean Regulation X of the Board as from time to time in effect and
any successor to all or a portion thereof establishing margin requirements.  Reinvestment Period
shall mean the earlier of (x) 10 Business Days prior to the occurrence of
an obligation to make an offer to repurchase Senior Notes (or any Permitted
Additional Notes) pursuant to the asset sale or event of loss provisions of the
Senior Note Indenture and (y) 15 months following the date of such Asset
Sale Prepayment Event or Casualty Event.  Related Parties
shall mean, with respect to any specified Person, such Persons Affiliates and
the directors, officers, employees, agents, trustees, advisors of such Person
and any Person that possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of such Person, whether through
the ability to exercise voting power, by contract or otherwise.  Repayment Amount
shall mean the Tranche A-1 Repayment Amount, the Tranche A-2 Repayment Amount
and the Tranche B Repayment Amount, as applicable.  Repayment Date
shall mean a Tranche A-1 Repayment Date, the Tranche A-2 Repayment Date or a
Tranche B Repayment Date, as applicable.  Reportable Event
shall mean an event described in Section 4043 of ERISA and the regulations
thereunder.  Required Lenders
shall mean, at any date, (a) Non-Defaulting Lenders having or holding a majority
of the sum of (i) the Adjusted Total Revolving Credit Commitment at such
date, (ii) the Adjusted Total Term Loan Commitment at such date and
(iii) the outstanding principal amount of the Term Loans (excluding Term
Loans held by Defaulting Lenders) at such date or (b) if the Total
Revolving Credit Commitment and the Total Term Loan Commitment have been
terminated or for the purposes of acceleration pursuant to Section 11, the
holders (excluding Defaulting Lenders) of a majority of the outstanding
principal amount of the Loans and Letter of Credit Exposures (excluding the
Loans and Letter of Credit Exposure of Defaulting Lenders) in the aggregate at
such date.  Required Tranche A Term
Loan Lenders shall mean, at any date, Non-Defaulting Lenders having or
holding a majority of the sum of (a) the portion of the Adjusted Total
Term Loan Commitment that relates to Tranche A Term Loan Commitments at such
date and (b) the outstanding principal amount of the Tranche A Term Loans
(excluding 
Tranche A Term Loans held by Defaulting Lenders) in the aggregate at such
date.  Required Tranche B Term
Loan Lenders shall mean, at any date, Non-Defaulting Lenders having or
holding a majority of the sum of (a) the portion of the Adjusted Total
Term Loan Commitment that relates to Tranche B Term Loan Commitments at such
date and (b) the outstanding principal amount of the Tranche B Term Loans
(excluding Tranche B Term Loans held by Defaulting Lenders) in the aggregate
at such date.  Requirement of Law
shall mean, as to any Person, the Certificate of Incorporation and by-laws or
other organizational or governing documents of such Person, and any law,  34


treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or
assets or to which such Person or any of its property or assets is subject.  Restricted Foreign Subsidiary
shall mean a Foreign Subsidiary that is a Restricted Subsidiary.  Restricted Subsidiary
shall mean any Subsidiary of the Borrower other than an Unrestricted
Subsidiary; provided that in any event each License Subsidiary shall be
a Restricted Subsidiary.  Revolving Credit
Commitment shall mean, (a) with respect to each Lender that is a Lender on
the date hereof, the amount set forth opposite such Lenders name on Schedule 1.1(c)
as such Lenders Revolving Credit Commitment and (b) in the case of any
Lender that becomes a Lender after the date hereof, the amount specified as
such Lenders Revolving Credit Commitment in the Assignment and Acceptance
pursuant to which such Lender assumed a portion of the Total Revolving Credit
Commitment, in each case of the same may be changed from time to time pursuant
to terms hereof.  The aggregate amount of
the Revolving Credit Commitment as of the Closing Date is $250,000,000.  Revolving Credit
Commitment Percentage shall mean at any time, for each Lender, the
percentage obtained by dividing (a) such Lenders Revolving Credit Commitment
by (b) the aggregate amount of the Revolving Credit Commitments, provided
that at any time when the Total Revolving Credit Commitment shall have been
terminated, each Lenders Revolving Credit Commitment Percentage shall be its
Revolving Credit Commitment Percentage as in effect immediately prior to such
termination.  Revolving Credit
Exposure shall mean, with respect to any Lender at any time, the sum of
(a) the aggregate principal amount of the Revolving Credit Loans of such
Lender then outstanding, (b) such Lenders Letter of Credit Exposure at such
time and (c) such Lenders Revolving Credit Commitment Percentage of the
aggregate principal amount of all outstanding Swingline Loans.  Revolving Credit Loans
shall have the meaning provided in Section 2.1(b).  Revolving Credit
Maturity Date shall mean the date that is five years after the Closing
Date, or, if such date is not a Business Day, the next preceding Business Day.  Sale Leaseback
shall mean any transaction or series of related transactions pursuant to which
the Borrower or any of the Restricted Subsidiaries (a) sells, transfers or
otherwise disposes of any property, real or personal, whether now owned or hereafter
acquired, and (b) as part of such transaction, thereafter rents or leases such
property or other property that it intends to use for substantially the same
purpose or purposes as the property being sold, transferred or disposed.  Satellite shall mean
any satellite owned by, or leased to, the Borrower or any of its Restricted
Subsidiaries and any satellite purchased pursuant to the terms of a Satellite  35


Purchase Agreement, whether
such satellite is in the process of manufacture, has been delivered for launch
or is in orbit (whether or not in operational service).  Satellite Manufacturer
shall mean, with respect to any Satellite, the prime contractor and
manufacturer of such Satellite.  Satellite Purchase
Agreement shall mean, with respect to any Satellite, the agreement between
the applicable Satellite Purchaser and the applicable Satellite Manufacturer
relating to the manufacture, testing and delivery of such Satellite.  Satellite Purchaser
shall mean the Borrower or Restricted Subsidiary that is a party to a Satellite
Purchase Agreement or Launch Services Agreement, as the case may be.  Satellite Risk
Management Program shall mean the in-orbit insurance program of the
Borrower described in Schedule A.  S&P shall mean
Standard & Poors Ratings Services or any successor by merger or
consolidation to its business.  SEC shall mean the
Securities and Exchange Commission or any successor thereto.  Section 9.1
Financials shall mean the financial statements delivered, or required to
be delivered, pursuant to Section 9.1(a) or (b) together with the
accompanying officers certificate delivered, or required to be delivered,
pursuant to Section 9.1(d).  Secured Parties
shall have the meaning assigned to such term in the applicable Security Documents.  Security Agreements
shall mean the Lender Security Agreement and the Shared Security Agreement.  Security Documents
shall mean, collectively, (a) the Guarantee, (b) the Pledge Agreements, (c) the
Security Agreements, (d) the Mortgages, (e) the Intercreditor and
Collateral Trust Agreement and (f) each other security agreement or other
instrument or document executed and delivered pursuant to Section 9.11 or
9.12 or pursuant to any of the Security Documents to secure any of the Obligations.  Senior Notes shall
mean (a) the Senior Notes defined in the Recitals hereof and (b) any
replacement or refinancing thereof that constitutes Permitted Additional Notes,
provided that any such amendment, replacement or refinancing
shall bear a rate of interest determined by the board of directors of the
Borrower to be a market rate of interest at the date of such amendment,
replacement or refinancing and have other terms customary for similar issuances
under similar market conditions or otherwise be on terms reasonably acceptable
to the Administrative Agent.  36


Senior Note Indenture
shall mean the Indenture dated as of the Closing Date, among the Borrower, the
guarantors party thereto and The Bank of New York, as trustee, pursuant to
which the Senior Notes are issued, as the same may be amended, supplemented or
otherwise modified from time to time in accordance therewith.  Senior 1998 Notes
shall mean each of the Borrowers 61/8% Notes due 2005
(the 2005 Notes) in an aggregate outstanding principal amount of
$275,000,000 as of the date hereof, 63/8% Notes due 2008
in an aggregate outstanding principal amount of $150,000,000 as of the date
hereof, and 67/8% Debentures due 2028 in an aggregate
outstanding principal amount of $125,000,000 as of the date hereof.  Senior 1998 Notes
Indenture shall mean that certain indenture dated as of January 16,
1998 made by and among the Borrower, as issuer, and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as trustee, pursuant to which the Senior
1998 Notes are issued.  Series shall have
the meaning as provided in Section 2.14.  Shared Pledge Agreement
shall mean the Shared Pledge Agreement entered into by the Borrower, the other
pledgors party thereto and the Collateral Trustee for the benefit of the
Lenders, substantially in the form of Exhibit F-1, as the same may be
amended, supplemented or otherwise modified from time to time.  Shared Security Agreement
shall mean the Security Agreement entered into by the Borrower, the other
grantors party thereto and the Collateral Trustee for the benefit of the
Lenders, substantially in the form of Exhibit G-1, as the same may be
amended, supplemented or otherwise modified from time to time.  Sold Entity or Business
shall have the meaning provided in the definition of the term Consolidated
EBITDA.  Solvent shall mean,
with respect to the Borrower, that as of the Closing Date, both (i) (a) the sum
of the Borrowers debt (including contingent liabilities) does not exceed the
present fair saleable value of the Borrowers present assets; (b) the Borrowers
capital is not unreasonably small in relation to its business as contemplated
on the Closing Date; and (c) the Borrower has not incurred and does not intend
to incur, or believe that it will incur, debts including current obligations
beyond its ability to pay such debts as they become due (whether at maturity or
otherwise); and (ii) such Person is solvent within the meaning given that
term and similar terms under applicable laws relating to fraudulent transfers
and conveyances.  For purposes of this
definition, the amount of any contingent liability at any time shall be
computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability (irrespective of whether such contingent
liabilities meet the criteria for accrual under Statement of Financial Accounting
Standard No.5).  Specified Subsidiary
shall mean, at any date of determination (a) any Material Subsidiary or (b) any
Unrestricted Subsidiary (i) whose total assets at the last day of the Test  37


Period ending on the last
day of the most recent fiscal period for which Section 9.1 Financials have
been delivered were equal to or greater than 10% of the consolidated total
assets of the Borrower and the Subsidiaries at such date, (ii) whose gross
revenues for such Test Period were equal to or greater than 10% of the
consolidated gross revenues of the Borrower and the Subsidiaries for such
period, in each case determined in accordance with GAAP and (c) each other
Subsidiary that, when combined with any other Subsidiary that is the subject of
an Event of Default under Section 11.5 would constitute a Specified
Subsidiary under clause (a) or (b) above.  Sponsor shall mean
any of KKR, Carlyle and Providence and their respective Affiliates.  Stated Amount of
any Letter of Credit shall mean the maximum amount from time to time available
to be drawn thereunder, determined without regard to whether any conditions to
drawing could then be met.  Status shall mean,
as to the Borrower as of any date, the existence of Level I Status, Level
II Status, Level III Status or Level IV Status, as the case may be on such
date.  Changes in Status resulting from
changes in the Consolidated Total Debt to Consolidated EBITDA Ratio shall
become effective (the date of such effectiveness, the Effective Date)
as of the first day following the last day of the most recent fiscal year or
period for which (a) Section 9.1 Financials are delivered to the
Lenders under Section 9.1 and (b) an officers certificate is
delivered by the Borrower to the Lenders setting forth, with respect to such Section 9.1
Financials, the then-applicable Status, and shall remain in effect until the
next change to be effected pursuant to this definition, provided that
(i) if the Borrower shall have made any payments in respect of interest or
commitment fees during the period (the Interim Period) from and
including the Effective Date to but excluding the day any change in Status is
determined as provided above, then the amount of the next such payment due on
or after such day shall be increased or decreased by an amount equal to any
underpayment or overpayment so made by the Borrower during such Interim Period
and (ii) each determination of the Consolidated Total Debt to Consolidated
EBITDA Ratio pursuant to this definition shall be made with respect to the Test
Period ending at the end of the fiscal period covered by the relevant financial
statements.  Statutory Reserve Rate
shall mean for any day as applied to any LIBOR Loan, a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages that
are in effect on that day (including any marginal, special, emergency or supplemental
reserves), expressed as a decimal, as prescribed by the Board and to which the
Administrative Agent is subject, for eurocurrency funding (currently referred
to as Eurocurrency Liabilities in Regulation D of the Board).  Such reserve percentages shall include those
imposed pursuant to such Regulation D. 
LIBOR Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.  Subject Licenses
shall mean all FCC Licenses for the launch and operation of Satellites with
C-band or Ku-band transponders and the operation of TT&C Stations used to  38


control such Satellites and,
from and after the launch of any Satellites other than those that have C-band
or Ku-band transponders, the FCC Licenses for the launch and operation of such
Satellites and for the operation of TT&C Stations used to control such
Satellites.  Subsidiary of any
Person shall mean and include (a) any corporation more than 50% of whose stock
of any class or classes having by the terms thereof ordinary voting power to
elect a majority of the directors of such corporation (irrespective of whether
or not at the time stock of any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person directly or indirectly through Subsidiaries and
(b) any partnership, association, joint venture or other entity in which such
Person directly or indirectly through Subsidiaries has more than a 50% equity
interest at the time.  Unless otherwise
expressly provided, all references herein to a Subsidiary shall mean a
Subsidiary of the Borrower.  Subsidiary Guarantors
shall mean (a) each Domestic Subsidiary (other than an Unrestricted Subsidiary)
on the Closing Date and (b) each Domestic Subsidiary that becomes a party to
the Guarantee after the Closing Date pursuant to Section 9.11.  Subordinated
Indebtedness shall mean Indebtedness of Borrower or any Guarantor that is
by its terms subordinated in right of payment to the obligations of Borrower
and such Guarantor, as applicable, under this Agreement.  Successor Borrower
shall have the meaning provided in Section 10.3(a).  Swingline Commitment
shall mean $25,000,000.  Swingline Lender
shall mean Citicorp USA, Inc. in its capacity as lender of Swingline Loans hereunder.  Swingline Loans
shall have the meaning provided in Section 2.1(c).  Swingline Maturity Date
shall mean, with respect to any Swingline Loan, the date that is five Business
Days prior to the Revolving Credit Maturity Date.  Syndication Agent
shall mean Credit Suisse First Boston, together with its affiliates, as the
syndication agent for the Lenders under this Agreement and the other Credit
Documents.  Taxes shall mean
any and all present or future taxes, duties, levies, imposts, assessments,
deductions, withholdings or other similar charges imposed by any Governmental
Authority whether computed on a separate, consolidated, unitary, combined or
other basis and any and all liabilities (including interest, fines, penalties
or additions to tax) with respect to the foregoing.  TT&C Station
shall mean an earth station operated by the Borrower or any of its Restricted Subsidiaries
for the purpose of providing tracking, telemetry, control and monitoring of any
Satellite.  39


Tender Offer shall
mean, collectively (i) the offer to purchase any and all Existing Senior Notes
and the solicitation of certain consents relating to the Existing Senior Notes
Indenture and (ii) the offer to purchase any and all 2005 Notes.  Term Loans shall
mean the Tranche A Term Loans and the Tranche B Term Loans, collectively.  Term Loan Commitment
shall mean, with respect to each Lender, such Lenders Tranche A Term Loan
Commitment and Tranche B Term Loan Commitment.  Test Period shall
mean, for any determination under this Agreement, the four consecutive fiscal
quarters of the Borrower then last ended; provided, however, that
for any period ending prior to one year after the end of the first fiscal
quarter ending after the Closing Date, pro forma adjustments shall be made with
respect to the relevant determination in accordance with Schedule 1.1(e).  Third Party Launch
Liability Insurance shall mean insurance for legal liability for property
loss or damage and bodily injury caused by any Satellite or the launch vehicle
used to launch such Satellite and procured by the Launch Services Provider with
respect to such Satellite in accordance with the terms of the related Launch Services
Agreement.  364-day Facility
shall mean the 364-day Revolving Credit Agreement, dated as of August 18, 2004,
between the Borrower, the Lenders party thereto and Citicorp North America,
Inc., as Administrative Agent, Citigroup Global Markets Inc., as Joint Lead
Arranger and Joint Bookrunner, Credit Suisse First Boston, acting through its
Cayman Islands Branch, as Joint Lead Arranger, Joint Bookrunner and Syndication
Agent, and Bear, Stearns & Co. Inc. and Lehman Brothers Inc., as
Co-Documentation Agents.  Total Commitment
shall mean the sum of the Total Term Loan Commitment and the Total Revolving
Credit Commitment.  Total Credit Exposure
shall mean, at any date, the sum of (a) the Total Revolving Credit Commitment
at such date, (b) the Total Term Loan Commitment at such date and
(c) the outstanding principal amount of all Term Loans at such date.  Total Revolving Credit
Commitment shall mean the sum of the Revolving Credit Commitments of all
the Lenders.  Total Term Loan
Commitment shall mean the sum of the Tranche A Term Loan Commitments, the
Tranche B Commitments and New Tranche B Term Loan Commitments, if applicable,
of all the Lenders.  Tranche A Repayment
Amount shall have the meaning provided in Section 2.5(b).  Tranche A Repayment Date
shall have the meaning provided in Section 2.5(b).  40


Tranche A Term Loans
shall mean the Tranche A-1 Term Loans and the Tranche A-2 Term Loans.  Tranche A Term Loan
Commitments shall mean the Tranche A-1 Term Loan Commitments and the
Tranche A-2 Term Loan Commitments.  Tranche A Term Loan
Lender shall mean a Lender with a Tranche A Term Loan Commitment or an outstanding
Tranche A Term Loan.  Tranche A-1 Term Loan
shall have the meaning provided in Section 2.1.  Tranche A-1 Term Loan
Commitment shall mean (a) in the case of each Lender that is a Lender
on the date hereof, the amount set forth opposite such Lenders name on Schedule 1.1(c)
as such Lenders Tranche A-1 Term Loan Commitment and (b) in the case of
any Lender that becomes a Lender after the date hereof, the amount specified as
such Lenders Tranche A-1 Commitment in the Assignment and Acceptance
pursuant to which such Lender assumed a portion of the Total Tranche A-1 Term
Loan Commitment, in each case as the same may be changed from time to time
pursuant to the terms hereof.  The
aggregate amount of the Tranche A-1 Term Loan Commitments as of the Closing
Date is $550,000,000.  Tranche A-2 Term Loan
shall have the meaning provided in Section 2.1.  Tranche A-2 Term Loan
Commitment shall mean (a) in the case of each Lender that is a Lender
on the date hereof, the amount set forth opposite such Lenders name on Schedule 1.1(c)
as such Lenders Tranche A-2 Term Loan Commitment and (b) in the case of
any Lender that becomes a Lender after the date hereof, the amount specified as
such Lenders Tranche A-2 Commitment in the Assignment and Acceptance
pursuant to which such Lender assumed a portion of the Total Tranche A-2 Term
Loan Commitment, in each case as the same may be changed from time to time
pursuant to the terms hereof.  The
aggregate amount of the Tranche A-2 Term Loan Commitments as of the Closing
Date is $250,000,000.  Tranche A-2 Term Loan
Commitment Termination Date shall mean the earlier of (a) March 31,
2005, if the Tranche A-2 Term Loan(s) have not been made on or prior to such
date, or if such date is not a Business Day, the immediately preceding Business
Day and (b) the date the Tranche A-2 Term Loan Commitment is reduced to $0.  Tranche A Term Loan
Maturity Date shall mean the date which is five years after the Closing
Date or, if such date is not a Business Day, the first Business Day thereafter.  Tranche B Repayment
Amount shall have the meaning provided in Section 2.5(c).  Tranche B Repayment Date
shall have the meaning provided in Section 2.5(c).  Tranche B Term Loan
shall have the meaning provided in Section 2.1.  41


Tranche B Term Loan
Commitment shall mean, (a) in the case of each Lender that is a
Lender on the date hereof, the amount set forth opposite such Lenders name on Schedule 1.1(c)
as such Lenders Tranche B Commitment and (b) in the case of any Lender
that becomes a Lender after the date hereof, the amount specified as such
Lenders Tranche B Term Loan Commitment in the Assignment and Acceptance
pursuant to which such Lender assumed a portion of the Total Tranche B
Commitment, in each case as the same may be changed from time to time pursuant
to the terms hereof.  The aggregate
amount of the Tranche B Commitments as of the Closing Date is $1,660,000,000.  Tranche B Term Loan
Lender shall mean a Lender with a Tranche B Term Loan Commitment or an
outstanding Tranche B Term Loan.  Tranche B Term Loan
Maturity Date shall mean the date which is seven years after the Closing
Date or, if such date is not a Business Day, the first Business Day thereafter.  Transactions shall
mean, collectively, the transactions contemplated by this Agreement, the Senior
Notes Indenture, the Acquisition, the Equity Investments, the Redemption and
the Tender Offer and Consent Solicitation.  Transaction Expenses
shall mean any fees or expenses incurred or paid by the Borrower or any of its
Subsidiaries in connection with the Transactions, this Agreement and the other
Credit Documents and the transactions contemplated hereby and thereby.  Transferee shall
have the meaning provided in Section 13.6(e).  2005 Unpaid Refinancing
Amount shall mean any amounts of the Borrowers 2005 Notes issued pursuant
to the Senior 1998 Notes Indenture not tendered pursuant to the Tender Offer
relating to the 2005 Notes or otherwise repurchased or redeemed in accordance
with the terms of the Senior 1998 Notes Indenture.  2012 Unpaid Refinancing
Amount shall mean any amounts of the Borrowers Existing Senior Notes
issued pursuant to the Existing Senior Notes Indenture not tendered pursuant to
the Tender Offer relating to the Existing Senior Notes.  Type shall mean (a)
as to any Term Loan, its nature as an ABR Loan or a LIBOR Term Loan and
(b) as to any Revolving Credit Loan, its nature as an ABR Loan or a LIBOR
Revolving Credit Loan.  Unfunded Current
Liability of any Plan shall mean the amount, if any, by which the present
value of the accrued benefits under the Plan as of the close of its most recent
plan year, determined in accordance with Statement of Financial Accounting
Standards No. 87 as in effect on the date hereof, based upon the actuarial
assumptions that would be used by the Plans actuary in a termination of the
Plan, exceeds the fair market value of the assets allocable thereto.  Unpaid Drawing
shall have the meaning provided in Section 3.4(a).  42


Unpaid Refinancing
Amount shall mean the 2005 Unpaid Refinancing Amount and the 2012 Unpaid
Refinancing Amount.  Unrestricted Subsidiary
shall mean (a) any Subsidiary of the Borrower that is formed or acquired
after the Closing Date, provided that at such time (or promptly
thereafter) the Borrower designates such Subsidiary an Unrestricted Subsidiary
in a written notice to the Administrative Agent, (b) any Restricted
Subsidiary subsequently re-designated as an Unrestricted Subsidiary by the Borrower
in a written notice to the Administrative Agent, provided that in the
case of (a) and (b), (x) such designation or re-designation shall be deemed to
be an Investment on the date of such re-designation in an Unrestricted
Subsidiary in an amount equal to the sum of (i) the Borrowers direct or
indirect equity ownership percentage of the net worth of such designated or
re-designated Restricted Subsidiary immediately prior to such designated or
re-designation (such net worth to be calculated without regard to any guarantee
provided by such designated or re-designated Restricted Subsidiary) and
(ii) the aggregate principal amount of any Indebtedness owed by such
designated or re-designated Restricted Subsidiary to the Borrower or any other
Restricted Subsidiary immediately prior to such designated or re-designation,
all calculated, except as set forth in the parenthetical to clause (i), on a
consolidated basis in accordance with GAAP and (y) no Default or Event of
Default would result from such designation or re-designation and (c) each
Subsidiary of an Unrestricted Subsidiary; provided, however, that
at the time of any written designation or re-designation by the Borrower to the
Administrative Agent that any Unrestricted Subsidiary shall no longer
constitute an Unrestricted Subsidiary, such Unrestricted Subsidiary shall cease
to be an Unrestricted Subsidiary to the extent no Default or Event of Default
would result from such designation or re-designation.  On or promptly after the date of its
formation, acquisition, designation or re-designation, as applicable, each
Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a
Foreign Subsidiary) shall have entered into a tax sharing agreement containing
terms that, in the reasonable judgment of the Administrative Agent, provide for
an appropriate allocation of tax liabilities and benefits.  Voting Stock shall
mean, with respect to any Person, shares of such Persons capital stock having
the right to vote for the election of directors of such Person under ordinary
circumstances.  The words hereof, herein
and hereunder and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section references are to Sections of this Agreement unless
otherwise specified.  The words include,
includes and including shall be deemed to be followed by the phrase without
limitation.  1.2.Exchange Rates. 
For purposes of determining compliance under Sections 10.4, 10.5,
10.6, 10.9, 10.10 and 10.11 with respect to any amount in a Foreign Currency,
such amount shall be deemed to equal the Dollar Equivalent thereof based on the
average Exchange Rate for a Foreign Currency for the most recent twelve-month
period immediately prior to the date of determination determined in a manner
consistent with that used in calculating Consolidated EBITDA for the related
period.  For purposes of determining
compliance with Sections 10.1 and 10.2, with respect to any amount of
Indebtedness in a Foreign Currency, compliance  43


will be determined at the time of incurrence thereof using the Dollar
Equivalent thereof at the Exchange Rate in effect at the time of such
incurrence.  SECTION 2.Amount and Terms of Credit  2.1.Commitments. 
(a)  Subject to and upon the terms
and conditions herein set forth,  (i)each Lender having a Tranche A-1 Term Loan
Commitment severally agrees to make a loan or loans (each a Tranche A-1 Term Loan)
on the Closing Date to the Borrower in Dollars, which Tranche A-1 Term Loans
shall not exceed for any such Lender the Tranche A-1 Term Loan Commitment of
such Lender and in the aggregate shall not exceed $550,000,000;  (ii)each Lender having a Tranche A-2 Term Loan
Commitment severally agrees to make a loan or loans (each a Tranche A-2
Term Loan) on or after the Closing Date and on or prior to the Tranche A-2
Term Loan Commitment Termination Date, to the Borrower in Dollars in an amount
equal to the portion of such Lenders Tranche A-2 Term Loan Commitment as
requested by the Borrower to be made on such date, which Tranche A-2 Term Loans
shall not exceed for any such Lender the Tranche A-2 Term Loan Commitment of
such Lender and in the aggregate shall not exceed $250,000,000; and  (iii)each Lender having a Tranche B Commitment
severally agrees to make a loan or loans (each a Tranche B Term Loan) on the Closing Date to
the Borrower in Dollars, which Tranche B Term Loans shall not exceed for any
such Lender the Tranche B Term Loan Commitment of such Lender and in the
aggregate shall not exceed $1,660,000,000.  Such Term Loans (i) shall be made on the
Closing Date or thereafter in accordance with paragraph (ii) above,
(ii) may at the option of the Borrower be incurred and maintained as,
and/or converted into, ABR Loans or LIBOR Term Loans, provided that all
such Term Loans made by each of the Lenders pursuant to the same Borrowing
shall, unless otherwise specifically provided herein, consist entirely of Term
Loans of the same Type, (iii) may be repaid or prepaid in accordance with
the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iv)
shall not exceed for any such Lender the Tranche A-1 Term Loan Commitment,
Tranche A-2 Term Loan Commitment or Tranche B Term Loan Commitment, as
applicable, of such Lender and (v) shall not exceed in the aggregate the
total of all Tranche A Term Loan Commitments or Tranche B Term Loan Commitments,
as applicable.  On the Tranche A Term
Loan Maturity Date, all then unpaid Tranche A Term Loans shall be repaid in
full.  On the Tranche B Term Loan Maturity
Date, all then unpaid Tranche B Term Loans shall be repaid in full.  (b)(i) 
Subject to and upon the terms and conditions herein set forth, each
Lender having a Revolving Credit Commitment severally agrees to make a loan or
loans denominated in Dollars (each a Revolving Credit Loan and,
collectively, the Revolving Credit Loans) to the Borrower which Revolving
Credit Loans (A) shall be made at any time and from time to time on and
after the Closing Date and prior to the Revolving Credit Maturity Date,  44


(B) may, at the option of
the Borrower be incurred and maintained as, and/or converted into, ABR Loans or
LIBOR Revolving Credit Loans, provided that all Revolving Credit Loans
made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, consist entirely of Revolving Credit Loans of the
same Type, (C) may be repaid and reborrowed in accordance with the provisions
hereof, (D) shall not, for any such Lender at any time, after giving effect
thereto and to the application of the proceeds thereof, result in such Lenders
Revolving Credit Exposure at such time exceeding such Lenders Revolving Credit
Commitment at such time and (E) shall not, after giving effect thereto and to
the application of the proceeds thereof, result at any time in the aggregate
amount of the Lenders Revolving Credit Exposures at such time exceeding the
Total Revolving Credit Commitment then in effect.  (ii)Each Lender may at
its option make any LIBOR Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan, provided that (A) any
exercise of such option shall not affect the obligation of the Borrower to
repay such Loan and (B) in exercising such option, such Lender shall use
its reasonable efforts to minimize any increased costs to the Borrower
resulting therefrom (which obligation of the Lender shall not require it to
take, or refrain from taking, actions that it determines would result in
increased costs for which it will not be compensated hereunder or that it
determines would be otherwise disadvantageous to it and in the event of such
request for costs for which compensation is provided under this Agreement, the
provisions of Section 3.5 shall apply). 
On the Revolving Credit Maturity Date, all Revolving Credit Loans shall
be repaid in full.  (c)Subject
to and upon the terms and conditions herein set forth, the Swingline Lender in
its individual capacity agrees, at any time and from time to time on and after
the Closing Date and prior to the Swingline Maturity Date, to make a loan or
loans (each a Swingline Loan and, collectively, the Swingline
Loans) to the Borrower in Dollars, which Swingline Loans (i) shall be
ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d),
(iii) shall not exceed at any time outstanding the Swingline Commitment,
(iv) shall not, after giving effect thereto and to the application of the
proceeds thereof, result at any time in the aggregate amount of the Lenders
Revolving Credit Exposures at such time exceeding the Total Revolving Credit
Commitment then in effect and (v) may be repaid and reborrowed in accordance
with the provisions hereof.  On the
Swingline Maturity Date, each outstanding Swingline Loan shall be repaid in
full.  The Swingline Lender shall not
make any Swingline Loan after receiving a written notice from the Borrower or
any Lender stating that a Default or Event of Default exists and is continuing
until such time as the Swingline Lender shall have received written notice of
(i) rescission of all such notices from the party or parties originally
delivering such notice or (ii) the waiver of such Default or Event of
Default in accordance with the provisions of Section 13.1.  (d)On
any Business Day, the Swingline Lender may, in its sole discretion, give notice
to the Lenders with a Revolving Credit Commitment that all then-outstanding
Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in
which case Revolving Credit Loans constituting ABR Loans (each such Borrowing,
a Mandatory Borrowing) shall be made on the immediately succeeding
Business Day by all Lenders with a Revolving Credit Commitment pro rata based on each Lenders Revolving Credit Commitment
Percentage, and the proceeds thereof shall be applied directly to the Swingline
Lender to repay the  45


Swingline Lender for such
outstanding Swingline Loans.  Each Lender
with a Revolving Credit Commitment hereby irrevocably agrees to make such
Revolving Credit Loans upon one Business Days notice pursuant to each
Mandatory Borrowing in the amount and in the manner specified in the preceding
sentence and on the date specified to it in writing by the Swingline Lender
notwithstanding (i) that the amount of the Mandatory Borrowing may not comply
with the minimum amount for each Borrowing specified in Section 2.2, (ii)
whether any conditions specified in Section 7 are then satisfied, (iii)
whether a Default or an Event of Default has occurred and is continuing, (iv)
the date of such Mandatory Borrowing or (v) any reduction in the Total Commitment
after any such Swingline Loans were made. 
In the event that, in the sole judgment of the Swingline Lender, any
Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including as a result of the commencement of a proceeding under
the Bankruptcy Code in respect of the Borrower), each Lender with a Revolving
Credit Commitment hereby agrees that it shall forthwith purchase from the
Swingline Lender (without recourse or warranty) such participation of the
outstanding Swingline Loans as shall be necessary to cause the Lenders to share
in such Swingline Loans ratably based upon their respective Revolving Credit
Commitment Percentages, provided that all principal and interest payable
on such Swingline Loans shall be for the account of the Swingline Lender until
the date the respective participation is purchased and, to the extent
attributable to the purchased participation, shall be payable to the Lender
purchasing same from and after such date of purchase.  2.2.Minimum Amount of Each Borrowing;
Maximum Number of Borrowings. 
The aggregate principal amount of each Borrowing of Term Loans or
Revolving Credit Loans shall be in a multiple of $1,000,000 and Swingline Loans
shall be in a multiple of $10,000 and, in each case, shall not be less than the
Minimum Borrowing Amount with respect thereto (except that Mandatory Borrowings
shall be made in the amounts required by Section 2.1(d)).  More than one Borrowing may be incurred on
any date, provided that at no time shall there be outstanding more than
20 Borrowings of LIBOR Loans under this Agreement.  2.3.Notice of Borrowing.  (a) 
The Borrower shall give the Administrative Agent at the Administrative
Agents Office (i) prior to 12:00 Noon (New York City time) at least three
Business Days prior written notice (or telephonic notice promptly confirmed in
writing) of the Borrowing of Term Loans if all or any of such Term Loans are to
be initially LIBOR Loans, and (ii) prior written notice (or telephonic
notice promptly confirmed in writing) prior to 10:00 a.m. (New York City
time) on the date of the Borrowing of Term Loans if all such Term Loans are to
be ABR Loans.  Such notice (together with
each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b)
and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c),
a Notice of Borrowing) shall be irrevocable and shall specify
(i) the aggregate principal amount of the Term Loans to be made,
(ii) the date of the Borrowing (which shall be the Closing Date) and
(iii) whether the Term Loans shall consist of ABR Loans and/or LIBOR Term
Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest
Period to be initially applicable thereto. 
The Administrative Agent shall promptly give each Lender written notice
(or telephonic notice promptly confirmed in writing) of the proposed Borrowing
of Term Loans, of such Lenders proportionate share thereof and of the other
matters covered by the related Notice of Borrowing.  46


(b)Whenever
the Borrower desires to incur Revolving Credit Loans (other than Mandatory
Borrowings or borrowings to repay Unpaid Drawings), it shall give the Administrative
Agent at the Administrative Agents Office, (i) prior to 12:00 Noon (New York
City Time) at least three Business Days prior written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing of LIBOR Revolving
Credit Loans, and (ii) prior to 12:00 Noon (New York City time) at least
one Business Days prior written notice (or telephonic notice promptly
confirmed in writing) of each Borrowing of ABR Loans.  Each such Notice of Borrowing, except as
otherwise expressly provided in Section 2.10, shall be irrevocable and
shall specify (i) the aggregate principal amount of the Revolving Credit Loans
to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall
be a Business Day) and (iii) whether the respective Borrowing shall consist of
ABR Loans or LIBOR Revolving Credit Loans and, if LIBOR Revolving Credit Loans,
the Interest Period to be initially applicable thereto.  The Administrative Agent shall promptly give
each Lender written notice (or telephonic notice promptly confirmed in writing)
of each proposed Borrowing of Revolving Credit Loans, of such Lenders
proportionate share thereof and of the other matters covered by the related
Notice of Borrowing.  (c)Whenever
the Borrower desires to incur Swingline Loans hereunder, it shall give the
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) of each Borrowing of Swingline Loans prior to 2:30 p.m. (New York City
time) on the date of such Borrowing. 
Each such notice shall be irrevocable and shall specify (i) the
aggregate principal amount of the Swingline Loans to be made pursuant to such
Borrowing and (ii) the date of Borrowing (which shall be a Business Day).  The Administrative Agent shall promptly give
the Swingline Lender written notice (or telephonic notice promptly confirmed in
writing) of each proposed Borrowing of Swingline Loans and of the other matters
covered by the related Notice of Borrowing.  (d)Mandatory
Borrowings shall be made upon the notice specified in Section 2.1(d), with
the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to
the making of Mandatory Borrowings as set forth in such Section.  (e)Borrowings
to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a).  (f)Without
in any way limiting the obligation of the Borrower to confirm in writing any notice
it may give hereunder by telephone, the Administrative Agent may act prior to
receipt of written confirmation without liability upon the basis of such
telephonic notice believed by the Administrative Agent in good faith to be from
an Authorized Officer of the Borrower. 
In each such case, the Borrower hereby waives the right to dispute the
Administrative Agents record of the terms of any such telephonic notice.  2.4.Disbursement of Funds.  (a)  No
later than 12:00 Noon (New York City time) on the date specified in each Notice
of Borrowing (including Mandatory Borrowings), each Lender will make available
its pro rata portion, if any, of each Borrowing
requested to be made on such date in the manner provided below, provided that
all Swingline Loans shall be made available in the full amount thereof by the
Swingline Lender no later than 3:00 p.m. (New York City time) on the date requested.  47


(b)Each
Lender shall make available all amounts it is to fund to the Borrower under any
Borrowing for its applicable Commitments, and in immediately available funds to
the Administrative Agent at the Administrative Agents Office and the
Administrative Agent will (except in the case of Mandatory Borrowings and
Borrowings to repay Unpaid Drawings) make available to the Borrower, by
depositing to the Borrowers account at the Administrative Agents Office the
aggregate of the amounts so made available in Dollars.  Unless the Administrative Agent shall have
been notified by any Lender prior to the date of any such Borrowing that such
Lender does not intend to make available to the Administrative Agent its
portion of the Borrowing or Borrowings to be made on such date, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on such date of Borrowing, and the Administrative
Agent, in reliance upon such assumption, may (in its sole discretion and
without any obligation to do so) make available to the Borrower a corresponding
amount.  If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender and the
Administrative Agent has made available same to the Borrower, the Administrative
Agent shall be entitled to recover such corresponding amount from such
Lender.  If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agents demand therefor
the Administrative Agent shall promptly notify the Borrower and the Borrower
shall immediately pay such corresponding amount to the Administrative
Agent.  The Administrative Agent shall
also be entitled to recover from such Lender or the Borrower interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (i) if paid by such
Lender, the Federal Funds Effective Rate or (ii) if paid by the Borrower, the
then-applicable rate of interest or fees, calculated in accordance with Section 2.8,
for the respective Loans.  (c)Nothing
in this Section 2.4 shall be deemed to relieve any Lender from its
obligation to fulfill its commitments hereunder or to prejudice any rights that
the Borrower may have against any Lender as a result of any default by such
Lender hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to fulfill its commitments hereunder).  2.5.Repayment of Loans; Evidence of Debt.  (a) 
The Borrower shall repay to the Administrative Agent, for the benefit of
the Lenders, (i) on the Tranche A Term Loan Maturity Date, the then-unpaid
Tranche A Term Loans, in Dollars and (ii) on the Tranche B Term Loan Maturity
Date, the then-unpaid Tranche B Term Loans, in Dollars.  The Borrower shall repay to the Administrative
Agent in Dollars, for the benefit of the applicable Lenders, on the Revolving
Credit Maturity Date, the then-unpaid Revolving Credit Loans made to the
Borrower.  The Borrower shall repay to
the Administrative Agent in Dollars, for the account of the Swingline Lender,
on the Swingline Maturity Date, the then-unpaid Swingline Loans.  (b)(i)  The Borrower shall repay to the
Administrative Agent, in Dollars, for the benefit of the Lenders of Tranche A-1
Term Loans, on each date set forth below (each, a Tranche A-1 Repayment
Date), the principal amount of the Tranche A-1 Term Loans equal to (x) the
outstanding principal amount of Tranche A-1 Term Loans immediately after
closing on the Closing Date multiplied by (y) the percentage set forth below
opposite such Tranche A-1 Repayment Date (each, a Tranche A-1 Repayment
Amount):  48


Number of Months
  From Closing Date
  
  Tranche A-1
  Repayment Amount6
  
  2.5
  %9
  
  2.5
  %12
  
  2.5
  %15
  
  5.0
  %18
  
  5.0
  %21
  
  5.0
  %24
  
  5.0
  %27
  
  5.0
  %30
  
  5.0
  %33
  
  5.0
  %36
  
  5.0
  %39
  
  5.0
  %42
  
  5.0
  %45
  
  5.0
  %48
  
  5.0
  %51
  
  8.125
  %54
  
  8.125
  %57
  
  8.125
  %Tranche A-1
  Term Loan Maturity Date
  
  8.125
  %  (ii)The
Borrower shall repay to the Administrative Agent, in Dollars, for the benefit
of the Lenders of Tranche A-2 Term Loans, on each date set forth below (each, a
Tranche A-2 Repayment Date), the principal amount of the Tranche A-2
Term Loans equal to (x) the outstanding principal amount of Tranche A-2 Term
Loans after the Closing Date multiplied by (y) the percentage set forth below
opposite such Tranche A-2 Repayment Date (each, a Tranche A-2 Repayment
Amount):  Number of Months
  From Closing Date
  
  Tranche A-2
  Repayment Amount9
  
  5.0
  %12
  
  2.5
  %15
  
  5.0
  %18
  
  5.0
  %21
  
  5.0
  %24
  
  5.0
  %27
  
  5.0
  %30
  
  5.0
  %33
  
  5.0
  %36
  
  5.0
  %39
  
  5.0
  %42
  
  5.0
  %45
  
  5.0
  %  49


Number of Months
  From Closing Date
  
  Tranche A-2
  Repayment Amount48
  
  5.0
  %51
  
  8.125
  %54
  
  8.125
  %57
  
  8.125
  %Tranche A-2
  Term Loan Maturity Date
  
  8.125
  %  (c)The
Borrower shall repay to the Administrative Agent, in Dollars, for the benefit
of the Lenders of Tranche B Term Loans, on each date set forth below (each a Tranche
B Repayment Date), the principal amount of the Tranche B Term Loans equal
to (x) the outstanding principal amount of Tranche B Term Loans immediately
after closing on the Closing Date multiplied by (y) the percentage set forth
below opposite such Tranche B Repayment Date (each a Tranche B Repayment
Amount):  Number of Months
  From Closing Date
  
  Tranche B
  Repayment Amount6
  
  0.25
  %9
  
  0.25
  %12
  
  0.25
  %15
  
  0.25
  %18
  
  0.25
  %21
  
  0.25
  %24
  
  0.25
  %27
  
  0.25
  %30
  
  0.25
  %33
  
  0.25
  %36
  
  0.25
  %39
  
  0.25
  %42
  
  0.25
  %45
  
  0.25
  %48
  
  0.25
  %51
  
  0.25
  %54
  
  0.25
  %57
  
  0.25
  %60
  
  0.25
  %63
  
  0.25
  %66
  
  0.25
  %69
  
  0.25
  %72
  
  0.25
  %75
  
  0.25
  %78
  
  0.25
  %81
  
  0.25
  %Tranche B
  Term Loan Maturity Date
  
  93.50
  %  50


; provided,
in the event any New Tranche B Term Loans are made, such New Tranche B Term
Loans shall be repaid on each Repayment Date occurring on or after the
applicable Increased Amount Date in an amount equal to (i) the aggregate
principal amount of New Tranche B Term Loans of the applicable Series of New
Tranche B Term Loans, times (ii) the ratio (expressed as a percentage) of (y)
the amount of all other Tranche B Term Loans being repaid on such Repayment
Date and (z) the total aggregate principal amount of all other Tranche B Term
Loans outstanding on such Increased Amount Date.  (d)Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to the appropriate lending
office of such Lender resulting from each Loan made by such lending office of
such Lender from time to time, including the amounts of principal and interest
payable and paid to such lending office of such Lender from time to time under
this Agreement.  (e)The
Administrative Agent shall maintain the Register pursuant to Section 13.6(b),
and a subaccount for each Lender, in which Register and subaccounts (taken together)
shall be recorded (i) the amount of each Loan made hereunder, whether such Loan
is a Term Loan, a Revolving Credit Loan or a Swingline Loan, the Type of each
Loan made and the Interest Period applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender or the Swingline Lender hereunder and (iii) the amount
of any sum received by the Administrative Agent hereunder from the Borrower and
each Lenders share thereof.  (f)The
entries made in the Register and accounts and subaccounts maintained pursuant
to paragraphs (d) and (e) of this Section 2.5 shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain such
account, such Register or such subaccount, as applicable, or any error therein,
shall not in any manner affect the obligation of the Borrower to repay (with
applicable interest) the Loans made to the Borrower by such Lender in
accordance with the terms of this Agreement.  2.6.Conversions and Continuations.  (a) 
The Borrower shall have the option on any Business Day to convert all or
a portion equal to at least the Minimum Borrowing Amount of the outstanding
principal amount of Term Loans or Revolving Credit Loans made to the Borrower
(as applicable) of one Type into a Borrowing or Borrowings of another Type and
the Borrower shall have the option on any Business Day to continue the
outstanding principal amount of any LIBOR Term Loans or LIBOR Revolving Credit
Loans as LIBOR Term Loans or LIBOR Revolving Credit Loans, as the case may be,
for an additional Interest Period, provided that (i) no partial
conversion of LIBOR Term Loans or LIBOR Revolving Credit Loans shall reduce the
outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit
Loans made pursuant to a single Borrowing to less than the Minimum Borrowing
Amount, (ii) ABR Loans may not be converted into LIBOR Term Loans or LIBOR
Revolving Credit Loans if a Default or Event of Default is in existence on the
date of the conversion and the Administrative Agent has or the Required Lenders
have determined in its or their sole discretion not to permit such conversion,
(iii) LIBOR Loans may not be continued as LIBOR Loans for an additional  51


Interest Period if a Default or Event of Default is in existence on the
date of the proposed continuation and the Administrative Agent has or the
Required Lenders have determined in its or their sole discretion not to permit
such continuation and (iv) Borrowings resulting from conversions pursuant to
this Section 2.6 shall be limited in number as provided in Section 2.2.  Each such conversion or continuation shall be
effected by the Borrower by giving the Administrative Agent at the Administrative
Agents Office prior to 12:00 Noon (New York City time) at least three Business
Days (or one Business Days notice in the case of a conversion into ABR Loans)
prior written notice (or telephonic notice promptly confirmed in writing)
(each, a Notice of Conversion or Continuation) specifying the Term
Loans or Revolving Credit Loans to be so converted or continued, the Type of
Term Loans or Revolving Credit Loans to be converted or continued into and, if
such Term Loans or Revolving Credit Loans are to be converted into or continued
as LIBOR Loans, the Interest Period to be initially applicable thereto.  The Administrative Agent shall give each
Lender notice as promptly as practicable of any such proposed conversion or
continuation affecting any of its Term Loans or Revolving Credit Loans.  (b)If
any Default or Event of Default is in existence at the time of any proposed
continuation of any LIBOR Loans and the Administrative Agent has or the
Required Lenders have determined in its or their sole discretion not to permit
such continuation, such LIBOR Loans shall be automatically converted on the
last day of the current Interest Period into ABR Loans.  If upon the expiration of any Interest Period
in respect of LIBOR Loans, the Borrower has failed to elect a new Interest
Period to be applicable thereto as provided in paragraph (a) above, the
Borrower shall be deemed to have elected to continue such Borrowing of LIBOR
Loans into a Borrowing of ABR Loans, effective as of the expiration date of
such current Interest Period.  2.7.Pro RataBorrowings.  Each Borrowing of
(i) Tranche A Term Loans and (ii) Tranche B Term Loans under this
Agreement shall be granted by the Lenders pro rata on the
basis of their then-applicable Tranche A Term Loan and Tranche B Term Loan
Commitments, respectively.  Each
Borrowing of Revolving Credit Loans under this Agreement shall be granted by
the Lenders pro rata on the basis of their
then-applicable Revolving Credit Commitments. 
Each Borrowing of New Tranche B Term Loans under this Agreement shall be
granted by the Lenders pro rata on the
basis of their then-applicable New Tranche B Term Loan Commitments.  It is understood that no Lender shall be
responsible for any default by any other Lender in its obligation to make Loans
hereunder and that each Lender shall be obligated to make the Loans provided to
be made by it hereunder, regardless of the failure of any other Lender to
fulfill its commitments hereunder.  2.8.Interest.  (a)  The unpaid principal amount of each ABR Loan
shall bear interest from the date of the Borrowing thereof until maturity
(whether by acceleration or otherwise) at a rate per annum
that shall at all times be the Applicable ABR Margin plus the ABR in effect
from time to time.  (b)The
unpaid principal amount of each LIBOR Loan shall bear interest from the date of
the Borrowing thereof until maturity thereof (whether by acceleration or
otherwise) at a rate per annum that
shall at all times be the Applicable LIBOR Margin in effect from time to time
plus the relevant LIBOR Rate.  52


(c)If
all or a portion of (i) the principal amount of any Loan or (ii) any
interest payable thereon shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum that
is (x) in the case of overdue principal, the rate that would otherwise be
applicable thereto plus 2% or (y) in the case of any overdue
interest, to the extent permitted by applicable law, the rate described in Section 2.8(a)
plus 2% from and including the date of such non-payment to but excluding
the date on which such amount is paid in full (after as well as before
judgment).  (d)Interest
on each Loan shall accrue from and including the date of any Borrowing to but
excluding the date of any repayment thereof and shall be payable (i) in respect
of each ABR Loan, quarterly in arrears on the last day of each March, June, September and
December, (ii) in respect of each LIBOR Loan, on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three-month intervals after the first
day of such Interest Period, (iii) in respect of each Loan (except, other
than in the case of prepayments, any ABR Loan), on any prepayment (on the
amount prepaid), at maturity (whether by acceleration or otherwise) and, after
such maturity, on demand.  (e)All
computations of interest hereunder shall be made in accordance with Section 5.5.  (f)The
Administrative Agent, upon determining the interest rate for any Borrowing of
LIBOR Loans, shall promptly notify the Borrower and the relevant Lenders
thereof.  Each such determination shall,
absent clearly demonstrable error, be final and conclusive and binding on all
parties hereto.  2.9.Interest Periods.  At the time the Borrower gives a Notice of
Borrowing or Notice of Conversion or Continuation in respect of the making of,
or conversion into or continuation as, a Borrowing of LIBOR Loans (in the case
of the initial Interest Period applicable thereto) or prior to 10:00 a.m. (New
York City time) on the third Business Day prior to the expiration of an
Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower shall have
the right to elect by giving the Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) the Interest Period applicable
to such Borrowing, which Interest Period shall, at the option of the Borrower
be a one, two, three, six or (in the case of Revolving Credit Loans, if
available to all the Lenders making such loans as determined by such Lenders in
good faith based on prevailing market conditions) a nine or twelve month
period, provided that the initial Interest Period may be for a period
less than one month if agreed upon by the Borrower and the Agents.  Notwithstanding
anything to the contrary contained above:  (a)the initial Interest
Period for any Borrowing of LIBOR Loans shall commence on the date of such
Borrowing (including the date of any conversion from a Borrowing of ABR Loans
or) and each Interest Period occurring thereafter in respect of such Borrowing
shall commence on the day on which the next preceding Interest Period expires;  53


(b)if any Interest Period
relating to a Borrowing of LIBOR Revolving Credit Loans begins on the last Business
Day of a calendar month or begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period,
such Interest Period shall end on the last Business Day of the calendar month
at the end of such Interest Period;  (c)if any Interest
Period would otherwise expire on a day that is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day, provided
that if any Interest Period in respect of a LIBOR Loan would otherwise expire
on a day that is not a Business Day but is a day of the month after which no
further Business Day occurs in such month, such Interest Period shall expire on
the next preceding Business Day; and  (d)the Borrower shall not
be entitled to elect any Interest Period in respect of any LIBOR Loan if such
Interest Period would extend beyond the applicable Maturity Date of such Loan.  2.10.Increased Costs, Illegality, etc.  (a)  In
the event that (x) in the case of clause (i) below, the
Administrative Agent or (y) in the case of clauses (ii) and (iii)
below, any Lender shall have reasonably determined (which determination shall,
absent clearly demonstrable error, be final and conclusive and binding upon all
parties hereto):  (i)on any date for
determining the LIBOR Rate for any Interest Period that (x) deposits in
the principal amounts of the Loans comprising such LIBOR Borrowing are not
generally available in the relevant market or (y) by reason of any changes
arising on or after the Closing Date affecting the interbank LIBOR market,
adequate and fair means do not exist for ascertaining the applicable interest
rate on the basis provided for in the definition of LIBOR Rate; or  (ii)at any time, that
such Lender shall incur increased costs or reductions in the amounts received
or receivable hereunder with respect to any LIBOR Loans (other than any such
increase or reduction attributable to Taxes) because of (x) any change since
the date hereof in any applicable law, governmental rule, regulation, guideline
or order (or in the interpretation or administration thereof and including the
introduction of any new law or governmental rule, regulation, guideline or
order), such as, for example, without limitation, a change in official reserve
requirements, and/or (y) other circumstances affecting the interbank LIBOR
market or the position of such Lender in such market; or  (iii)at any time, that the
making or continuance of any LIBOR Loan has become unlawful by compliance by
such Lender in good faith with any law, governmental rule, regulation,
guideline or order (or would conflict with any such governmental rule,
regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful), or has become impracticable
as a result of a contingency occurring after the date hereof that materially
and adversely affects the interbank LIBOR market;  54


then, and in
any such event, such Lender (or the Administrative Agent, in the case of
clause (i) above) shall within a reasonable time thereafter give notice
(if by telephone, confirmed in writing) to the Borrower and to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders).  Thereafter (x) in the case of
clause (i) above, LIBOR Term Loans and LIBOR Revolving Credit Loans shall
no longer be available until such time as the Administrative Agent notifies the
Borrower and the Lenders that the circumstances giving rise to such notice by
the Administrative Agent no longer exist (which notice the Administrative Agent
agrees to give at such time when such circumstances no longer exist), and any
Notice of Borrowing or Notice of Conversion given by the Borrower with respect
to LIBOR Term Loans or LIBOR Revolving Credit Loans that have not yet been
incurred shall be deemed rescinded by the Borrower (y) in the case of
clause (ii) above, the Borrower shall pay to such Lender, promptly after
receipt of written demand therefor such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise
as such Lender in its reasonable discretion shall determine) as shall be
required to compensate such Lender for such increased costs or reductions in
amounts receivable hereunder (it being agreed that a written notice as to the
additional amounts owed to such Lender, showing in reasonable detail the basis
for the calculation thereof, submitted to the Borrower by such Lender shall,
absent clearly demonstrable error, be final and conclusive and binding upon all
parties hereto) and (z) in the case of clause (iii) above, the
Borrower shall take one of the actions specified in Section 2.10(b) as
promptly as possible and, in any event, within the time period required by law.  (b)At
any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii)
or (iii), the Borrower may (and in the case of a LIBOR Loan affected pursuant
to Section 2.10(a)(iii) shall) either (x) if the affected LIBOR Loan is
then being made pursuant to a Borrowing, cancel said Borrowing by giving the
Administrative Agent telephonic notice (confirmed promptly in writing) thereof
on the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii)
or (iii) or (y) if the affected LIBOR Loan is then outstanding, upon at
least three Business Days notice to the Administrative Agent, require the
affected Lender to convert each such LIBOR Revolving Credit Loan and LIBOR Term
Loan into an ABR Loan, provided that if more than one Lender is affected
at any time, then all affected Lenders must be treated in the same manner
pursuant to this Section 2.10(b).  (c)If,
after the date hereof, the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, the
National Association of Insurance Commissioners, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by a Lender or its parent with any request or directive made or adopted after
the date hereof regarding capital adequacy (whether or not having the force of
law) of any such authority, association, central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Lenders or its
parents or its Affiliates capital or assets as a consequence of such Lenders
commitments or obligations hereunder to a level below that which such Lender or
its parent or its Affiliate could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lenders or
its parents policies with respect to capital adequacy), then from time to
time, promptly after demand by such Lender (with a copy to the Administrative
Agent), the Borrower shall pay to such Lender such  55


additional amount or amounts as
will compensate such Lender or its parent for such reduction, it being
understood and agreed, however, that a Lender shall not be entitled to such
compensation as a result of such Lenders compliance with, or pursuant to any
request or directive to comply with, any such law, rule or regulation as in
effect on the date hereof.  Each Lender,
upon determining in good faith that any additional amounts will be payable
pursuant to this Section 2.10(c), will give prompt written notice thereof
to the Borrower which notice shall set forth in reasonable detail the basis of
the calculation of such additional amounts, although the failure to give any
such notice shall not, subject to Section 2.13, release or diminish the
Borrowers obligations to pay additional amounts pursuant to this Section 2.10(c)
upon receipt of such notice.  (d)It
is understood that to the extent duplicative of Section 5.4, this Section 2.10
shall not apply to Taxes.  2.11.Compensation. 
If (a) any payment of principal of any LIBOR Loan is made by the
Borrower to or for the account of a Lender other than on the last day of the
Interest Period for such LIBOR Loan as a result of a payment or conversion pursuant
to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration
of the maturity of the Loans pursuant to Section 11 or for any other
reason, (b) any Borrowing of LIBOR Loans is not made as a result of a withdrawn
Notice of Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan
as a result of a withdrawn Notice of Conversion or Continuation, (d) any
LIBOR Loan is not continued as an LIBOR Loan, as the case may be, as a result
of a withdrawn Notice of Conversion or Continuation or (e) any prepayment
of principal of any LIBOR Loan is not made as a result of a withdrawn notice of
prepayment pursuant to Section 5.1 or 5.2, the Borrower shall, after
receipt of a written request by such Lender (which request shall set forth in
reasonable detail the basis for requesting such amount), pay to the Administrative
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses that such Lender may
reasonably incur as a result of such payment, failure to convert, failure to
continue or failure to prepay, including any loss, cost or expense (excluding
loss of anticipated profits) actually incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such LIBOR Loan.  2.12.Change of Lending Office.  Each Lender agrees that, upon the occurrence
of any event giving rise to the operation of Section 2.10(a)(ii),
2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if
requested by the Borrower use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any
Loans affected by such event, provided that such designation is made on
such terms that such Lender and its lending office suffer no economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of any such Section.  Nothing in this Section 2.12 shall
affect or postpone any of the obligations of the Borrower or the right of any
Lender provided in Section 2.10, 3.5 or 5.4.  2.13.Notice of Certain Costs.  Notwithstanding anything in this Agreement to
the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5
or 5.4 is given by any Lender more than 180 days after such Lender has
knowledge (or should have had knowledge) of the occurrence of the event giving
rise to the additional cost, reduction in amounts, loss, tax or other additional
amounts described in such Sections, such Lender shall not be entitled to  56


compensation under Section 2.10, 2.11,
3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior
to the 181st day prior to the giving of such notice to the Borrower.  2.14.Incremental Facilities  Borrower may by written notice to
Administrative Agent elect to request the establishment of one or more
(x) New Tranche B Term Loan commitments (the New Tranche B Term Loan
Commitments) and/or (y) New Revolving Credit Commitments (the New
Revolving Credit Commitment and, together with the New Tranche B Term Loan
Commitments, the New Loan Commitments), by an aggregate amount not in
excess of $600,000,000 in the aggregate and not less than $75,000,000
individually (or such lesser amount which shall be approved by Administrative
Agent or such lesser amount that shall constitute the difference between
$600,000,000 and all such New Loan Commitments obtained prior to such date),
and integral multiples of $5,000,000 in excess of that amount.  Each such notice shall specify the date
(each, an Increased Amount Date) on which the Borrower proposes that
the New Loan Commitments shall be effective, which shall be a date not less
than 10 Business Days after the date on which such notice is delivered to
Administrative Agent; provided that the Borrower shall first offer the
Lenders, on a pro rata basis, the opportunity
to provide all of the New Loan Commitments prior to offering any other Person
that is an eligible assignee pursuant to Section 13.6(b); provided,
further, that any Lender offered or approached to provide all or a portion
of the New Loan Commitments may elect or decline, in its sole discretion, to
provide a New Loan Commitment.  Such New
Loan Commitments shall become effective, as of such Increased Amount Date; provided
that (1) no Default or Event of Default shall exist on such Increased
Amount Date before or after giving effect to such New Loan Commitments, as applicable;
(2) both before and after giving effect to the making of any Series of New
Tranche B Term Loans or New Revolving Loans, each of the conditions set forth
in Section 7 shall be satisfied; (3) Borrower and its Subsidiaries
shall be in pro forma compliance with each of the covenants set forth in
Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal
quarter after giving effect to such New Loan Commitments and any Investment to
be consummated in connection therewith; (4) the New Loan Commitments shall
be effected pursuant to one or more Joinder Agreements executed and delivered
by the Borrower and Administrative Agent, and each of which shall be recorded
in the Register and shall be subject to the requirements set forth in Section 5.4(d);
(5) Borrower shall make any payments required pursuant to Section 2.11
in connection with the New Loan Commitments, as applicable; and (6) Borrower
shall deliver or cause to be delivered any legal opinions or other documents
reasonably requested by Administrative Agent in connection with any such transaction.
Any New Tranche B Term Loans made on an Increased Amount Date shall be designated,
a separate series (a Series) of New Tranche B Term Loans for all
purposes of this Agreement.  On any
Increased Amount Date on which New Revolving Loan Commitments are effected,
subject to the satisfaction of the foregoing terms and conditions, (a) each of
the Lenders with Revolving Credit Commitments shall assign to each Lender with
a New Revolving Credit Commitment (each, a New Revolving Loan Lender)
and each of the New Revolving Loan Lenders shall purchase from each of the
Lenders with Revolving Credit Commitments, at the principal amount thereof
(together with accrued interest), such interests in the Revolving Credit Loans
outstanding on such Increased Amount Date as shall be necessary in order that,
after giving effect to all such assignments and purchases, such Revolving
Credit Loans will be held by existing Lenders with Revolving Credit Loans and
New Revolving Loan Lenders ratably in  57


accordance
with their Revolving Credit Commitments after giving effect to the addition of
such New Revolving Credit Commitments to the Revolving Credit Commitments, (b)
each New Revolving Credit Commitment shall be deemed for all purposes a
Revolving Credit Commitment and each Loan made thereunder (a New Revolving Loan) shall be
deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving
Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment
and all matters relating thereto.  On any
Increased Amount Date on which any New Tranche B Term Loan Commitments of any
Series are effective, subject to the satisfaction of the foregoing terms and
conditions, (i) each Lender with a New Tranche B Term Loan Commitment (each, a New
Tranche B Loan Lender) of any Series shall make a Loan to the Borrower (a New Tranche B Term Loan) in an
amount equal to its New Tranche B Term Loan Commitment of such Series, and (ii)
each New Tranche B Term Loan Lender of any Series shall become a Lender
hereunder with respect to the New Tranche B Term Loan Commitment of such Series
and the New Tranche B Term Loans of such Series made pursuant thereto.  The terms and
provisions of the New Tranche B Term Loans and New Tranche B Term Loan
Commitments of any Series shall be, except as otherwise set forth herein or in
the Joinder Agreement, identical to the Tranche B Term Loans; provided, however,
that (i) the applicable New Tranche B Term Loan Maturity Date of each
Series shall be no shorter than the final maturity of the Revolving Credit
Loans and the Tranche B Term Loans and (ii) the rate of interest applicable
to the New Tranche B Term Loans of each Series shall be determined by the
Borrower and the applicable new Lenders and shall be set forth in each
applicable Joinder Agreement.  The terms
and provisions of the New Revolving Loans and New Revolving Credit Commitments
shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments.  Each Joinder
Agreement may, without the consent of any other Lenders, effect such amendments
to this Agreement and the other Credit Documents as may be necessary or appropriate,
in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.  SECTION 3.Letters of Credit  3.1.Letters of Credit.  (a) 
Subject to and upon the terms and conditions herein set forth, at any
time and from time to time after the Closing Date and prior to the L/C Maturity
Date, the Borrower, may request that the Letter of Credit Issuer issue for the
account of the Borrower a standby letter of credit or letters of credit in
Dollars (the Letters of Credit and each, a Letter of Credit)
in such form as may be approved by the Letter of Credit Issuer in its
reasonable discretion.  (b)Notwithstanding
the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of
which, when added to the Letters of Credit Outstanding at such time, would
exceed the Letter of Credit Commitment then in effect; (ii) no Letter of
Credit shall be issued the Stated Amount of which would cause the aggregate
amount of the Lenders Revolving Credit Exposures at such time to exceed the
Revolving Credit Commitment then in effect; (iii) each Letter of Credit shall
have an expiration date occurring no later than one year after the date of
issuance thereof, unless otherwise agreed upon by the Administrative Agent and
the Letter of  58


Credit Issuer, provided
that in no event shall such expiration date occur later than the
L/C Maturity Date; (iv) each Letter of Credit shall be denominated in
Dollars; (v) no Letter of Credit shall be issued if it would be illegal
under any applicable law for the beneficiary of the Letter of Credit to have a
Letter of Credit issued in its favor; (vi) no Letter of Credit shall be issued
by a Letter of Credit Issuer after it has received a written notice from the
Borrower or any Lender stating that a Default or Event of Default has occurred
and is continuing until such time as the Letter of Credit Issuer shall have
received a written notice of (vii) rescission of such notice from the
party or parties originally delivering such notice or (y) the waiver of
such Default or Event of Default in accordance with the provisions of Section 13.1.  Notwithstanding anything herein to the
contrary, the issuance of Letters of Credit for the account of the Borrower
shall be deemed a utilization of the Revolving Credit Commitments allocated to
the Borrower.  (c)Upon
at least one Business Days prior written notice (or telephonic notice promptly
confirmed in writing) to the Administrative Agent and the Letter of Credit
Issuer (which notice the Administrative Agent shall promptly transmit to each
of the applicable Lenders), the Borrower shall have the right, on any day,
permanently to terminate or reduce the Letter of Credit Commitment in whole or
in part, provided that, after giving effect to such termination or
reduction, the Letters of Credit Outstanding shall not exceed the Letter of Credit
Commitment.  (d)The
parties hereto agree that the Existing Letters of Credit shall be deemed
Letters of Credit for all purposes under this Agreement, without any further
action by the Borrower.  3.2.Letter of Credit Requests.  (a) 
Whenever the Borrower desires that a Letter of Credit be issued for its
account, it shall give the Administrative Agent and the Letter of Credit Issuer
at least five (or such lesser number as may be agreed upon by the
Administrative Agent and the Letter of Credit Issuer) Business Days written
notice thereof.  Each notice shall be executed
by the Borrower and shall be in the form of Exhibit H (each a Letter
of Credit Request).  The
Administrative Agent shall promptly transmit copies of each Letter of Credit Request
to each Lender.  (b)The
making of each Letter of Credit Request shall be deemed to be a representation
and warranty by the Borrower that the Letter of Credit may be issued in
accordance with, and will not violate the requirements of, Section 3.1(b).  3.3.Letter of Credit Participations.  (a) 
Immediately upon the issuance by the Letter of Credit Issuer of any
Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and
transferred to each other Lender that has a Revolving Credit Commitment (each
such other Lender, in its capacity under this Section 3.3, an L/C
Participant), and each such L/C Participant shall be deemed irrevocably
and unconditionally to have purchased and received from the Letter of Credit
Issuer, without recourse or warranty, an undivided interest and participation
(each an L/C Participation), to the extent of such L/C Participants Revolving
Credit Commitment Percentage in such Letter of Credit, each substitute letter
of credit, each drawing made thereunder and the obligations of the Borrower
under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto (although Letter of Credit Fees will be paid
directly to the Administrative Agent for the ratable account of the L/C
Participants as  59


provided in Section 4.1(b) and the L/C
Participants shall have no right to receive any portion of any Fronting Fees).  (b)In
determining whether to pay under any Letter of Credit, the relevant Letter of Credit
Issuer shall have no obligation relative to the L/C Participants other than to
confirm that any documents required to be delivered under such Letter of Credit
have been delivered and that they appear to comply on their face with the
requirements of such Letter of Credit. 
Any action taken or omitted to be taken by the relevant Letter of Credit
Issuer under or in connection with any Letter of Credit issued by it, if taken
or omitted in the absence of gross negligence or willful misconduct, shall not
create for the Letter of Credit Issuer any resulting liability.  (c)In
the event that the Letter of Credit Issuer makes any payment under any Letter
of Credit issued by it and the Borrower shall not have repaid such amount in
full to the respective Letter of Credit Issuer pursuant to Section 3.4(a),
the Letter of Credit Issuer shall promptly notify the Administrative Agent and
each applicable L/C Participant of such failure, and each such L/C Participant
shall promptly and unconditionally pay to the Administrative Agent for the
account of the Letter of Credit Issuer, the amount of such L/C Participants
Revolving Credit Commitment Percentage of such unreimbursed payment in Dollars
and in immediately available funds; provided, however, that no
L/C Participant shall be obligated to pay to the Administrative Agent for the
account of the respective Letter of Credit Issuer its Revolving Credit
Commitment Percentage of such unreimbursed amount arising from any wrongful
payment made by the Letter of Credit Issuer under a Letter of Credit as a
result of acts or omissions constituting willful misconduct or gross negligence
on the part of the Letter of Credit Issuer. 
If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New
York City time) on any Business Day, any L/C Participant required to fund a
payment under a Letter of Credit, such L/C Participant shall make available to
the Administrative Agent for the account of the Letter of Credit Issuer such
L/C Participants Revolving Credit Commitment Percentage of the amount of such
payment on such Business Day in immediately available funds.  If and to the extent such L/C Participant
shall not have so made its Revolving Credit Commitment Percentage of the amount
of such payment available to the Administrative Agent for the account of the
Letter of Credit Issuer, such L/C Participant agrees to pay to the Administrative
Agent for the account of the Letter of Credit Issuer, forthwith on demand, such
amount, together with interest thereon for each day from such date until the
date such amount is paid to the Administrative Agent for the account of the
Letter of Credit Issuer at the Federal Funds Effective Rate.  The failure of any L/C Participant to make
available to the Administrative Agent for the account of the Letter of Credit
Issuer its Revolving Credit Commitment Percentage of any payment under any
Letter of Credit shall not relieve any other L/C Participant of its obligation
hereunder to make available to the Administrative Agent for the account of the
Letter of Credit Issuer its Revolving Credit Commitment Percentage of any
payment under such Letter of Credit on the date required, as specified above,
but no L/C Participant shall be responsible for the failure of any other L/C
Participant to make available to the Administrative Agent such other L/C
Participants Revolving Credit Commitment Percentage of any such payment.  (d)Whenever
the Letter of Credit Issuer receives a payment in respect of an unpaid
reimbursement obligation as to which the Administrative Agent has received for
the account of the Letter of Credit Issuer any payments from the L/C Participants
pursuant to  60


paragraph (c) above, the Letter
of Credit Issuer shall pay to the Administrative Agent and the Administrative
Agent shall promptly pay to each L/C Participant that has paid its Revolving
Credit Commitment Percentage of such reimbursement obligation, in Dollars and
in immediately available funds, an amount equal to such L/C Participants share
(based upon the proportionate aggregate amount originally funded by such L/C
Participant to the aggregate amount funded by all L/C Participants) of the
principal amount of such reimbursement obligation and interest thereon accruing
after the purchase of the respective L/C Participations.  (e)The
obligations of the L/C Participants to make payments to the Administrative
Agent for the account of a Letter of Credit Issuer with respect to Letters of
Credit shall be irrevocable and not subject to counterclaim, set-off or other
defense or any other qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including under any of the following circumstances:  (i)any lack of
validity or enforceability of this Agreement or any of the other Credit Documents;  (ii)the existence of any
claim, set-off, defense or other right that the Borrower may have at any time
against a beneficiary named in a Letter of Credit, any transferee of any Letter
of Credit (or any Person for whom any such transferee may be acting), the
Administrative Agent, the Letter of Credit Issuer, any Lender or other Person,
whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transaction between the Borrower and the beneficiary named in any
such Letter of Credit);  (iii)any draft, certificate
or any other document presented under any Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;  (iv)the surrender or
impairment of any security for the performance or observance of any of the
terms of any of the Credit Documents; or  (v)the occurrence of any
Default or Event of Default;  provided,
however, that no L/C Participant shall be obligated to pay to the
Administrative Agent for the account of the Letter of Credit Issuer its
Revolving Credit Commitment Percentage of any unreimbursed amount arising from
any wrongful payment made by the Letter of Credit Issuer under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or
gross negligence on the part of the Letter of Credit Issuer.  3.4.Agreement to Repay Letter of Credit
Drawings.  (a)  The Borrower hereby agrees to reimburse the
relevant Letter of Credit Issuer, by making payment in Dollars to the
Administrative Agent (in the case of reimbursement made by the Borrower) in
immediately available funds for any payment or disbursement made by the Letter
of Credit Issuer under any Letter of Credit (each such amount so paid until
reimbursed, an Unpaid Drawing) immediately after, and in any event on
the date of, such payment, with interest on the amount so paid or disbursed by
the Letter of Credit Issuer, to the extent not reimbursed prior to
5:00 p.m. (New York  61


City time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but excluding
the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall at all times be the Applicable ABR
Margin plus the ABR Rate as in effect from time to time, provided that,
notwithstanding anything contained in this Agreement to the contrary,
(i) unless the Borrower shall have notified the Administrative Agent and
the relevant Letter of Credit Issuer prior to 10:00 a.m. (New York City
time) on the date of such drawing that the Borrower intends to reimburse the
relevant Letter of Credit Issuer for the amount of such drawing with funds
other than the proceeds of Loans, the Borrower shall be deemed to have given a
Notice of Borrowing requesting that, with respect to Letters of Credit, that
the Lenders with Revolving Credit Commitments make Revolving Credit Loans
(which shall be ABR Loans) and (ii) the Administrative Agent shall
promptly notify each relevant L/C Participant of such drawing and the amount of
its Revolving Credit Loan to be made in respect thereof, and each L/C
Participant shall be irrevocably obligated to make a Revolving Credit Loan to
the Borrower in the manner deemed to have been requested in the amount of its
Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00
noon (New York City time) on such Business Day by making the amount of such
Revolving Credit Loan available to the Administrative Agent.  Such Revolving Credit Loans shall be made
without regard to the Minimum Borrowing Amount. 
The Administrative Agent shall use the proceeds of such Revolving Credit
Loans solely for purpose of reimbursing the Letter of Credit Issuer for the
related Unpaid Drawing.  (b)The
obligations of the Borrower under this Section 3.4 to reimburse the Letter
of Credit Issuer with respect to Unpaid Drawings (including, in each case,
interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment that the Borrower or any other Person may have or have had against the
Letter of Credit Issuer, the Administrative Agent or any Lender (including in
its capacity as an L/C Participant), including any defense based upon the
failure of any drawing under a Letter of Credit (each a Drawing) to
conform to the terms of the Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such Drawing, provided
that the Borrower shall not be obligated to reimburse the Letter of Credit
Issuer for any wrongful payment made by the Letter of Credit Issuer under the
Letter of Credit issued by it as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of the Letter of Credit
Issuer.  3.5.Increased Costs.  If after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or actual compliance by the Letter of Credit Issuer or any L/C
Participant with any request or directive made or adopted after the date hereof
(whether or not having the force of law), by any such authority, central bank
or comparable agency shall either (a) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against letters of
credit issued by the Letter of Credit Issuer, or any L/C Participants L/C
Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C
Participant any other conditions affecting its obligations under this Agreement
in respect of Letters of Credit or L/C Participations therein or any Letter of
Credit or such L/C Participants L/C Participation therein, and the result of
any of the foregoing is to increase the cost to the Letter of Credit Issuer or
such L/C Participant of issuing, maintaining or participating in any Letter of
Credit, or to  62


reduce the amount of any sum received or receivable
by the Letter of Credit Issuer or such L/C Participant hereunder (other than
any such increase or reduction attributable to taxes) in respect of Letters of
Credit or L/C Participations therein, then, promptly after receipt of written
demand to the Borrower by the Letter of Credit Issuer or such L/C Participant,
as the case may be, (a copy of which notice shall be sent by the Letter of
Credit Issuer or such L/C Participant to the Administrative Agent (with respect
to Letter of Credit issued on account of the Borrower)) the Borrower shall pay
to the Letter of Credit Issuer or such L/C Participant such additional amount
or amounts as will compensate the Letter of Credit Issuer or such L/C
Participant for such increased cost or reduction, it being understood and
agreed, however, that the Letter of Credit Issuer or a L/C Participant shall
not be entitled to such compensation as a result of such Persons compliance
with, or pursuant to any request or directive to comply with, any such law,
rule or regulation as in effect on the date hereof.  A certificate submitted to the Borrower by
the relevant Letter of Credit Issuer or a L/C Participant, as the case may
be, (a copy of which certificate shall be sent by the Letter of Credit Issuer
or such L/C Participant to the Administrative Agent (with respect to
Letters of Credit issued on account of the Borrower)) setting forth in
reasonable detail the basis for the determination of such additional amount or
amounts necessary to compensate the Letter of Credit Issuer or such L/C
Participant as aforesaid shall be conclusive and binding on the Borrower absent
clearly demonstrable error.  3.6.Successor Letter of Credit Issuer.  A Letter of Credit Issuer may resign as
Letter of Credit Issuer upon 60 days prior written notice to the
Administrative Agent, the Lenders and the Borrower.  If the Letter of Credit Issuer shall resign
as Letter of Credit Issuer under this Agreement, then the Borrower shall
appoint from among the Lenders with Revolving Credit Commitments a successor
issuer of Letters of Credit, whereupon such successor issuer shall succeed to
the rights, powers and duties of the Letter of Credit Issuer, and the term Letter
of Credit Issuer shall mean such successor issuer effective upon such
appointment.  At the time such resignation
shall become effective, the Borrower shall pay to the resigning Letter of
Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(c) and
(e).  The acceptance of any appointment
as the Letter of Credit Issuer hereunder by a successor Lender shall be
evidenced by an agreement entered into by such successor, in a form
satisfactory to the Borrower and the Administrative Agent and, from and after
the effective date of such agreement, such successor Lender shall have all the
rights and obligations of the previous Letter of Credit Issuer under this
Agreement and the other Credit Documents. 
At the time such resignation shall become effective, the Borrower shall
pay to the resigning Letter of Credit Issuer all accrued and unpaid fees
pursuant to Sections 4.1(d) and (e). 
After the resignation of the Letter of Credit Issuer hereunder, the
resigning Letter of Credit Issuer shall remain a party hereto and shall
continue to have all the rights and obligations of a Letter of Credit Issuer
under this Agreement and the other Loan Documents with respect to Letters of
Credit issued by it prior to such resignation, but shall not be required to issue
additional Letters of Credit.  After any
retiring Letter of Credit Issuers resignation as Letter of Credit Issuer, the
provisions of this Agreement relating to the Letter of Credit Issuer shall
inure to its benefit as to any actions taken or omitted to be taken by it (a)
while it was Letter of Credit Issuer under this Agreement or (b) at any
time with respect to Letters of Credit issued by such Letter of Credit Issuer.  63


SECTION 4.Fees; Commitments  4.1.Fees.  (a)  (i)  The Borrower agrees to pay to the
Administrative Agent in Dollars, for the account of each Lender having a
Revolving Credit Commitment (in each case pro rata
according to the respective Revolving Credit Commitments of all such Lenders),
a commitment fee for each day from and including the Closing Date to but
excluding the Final Date.  Such commitment
fee shall be payable in arrears (x) on the last day of each March, June, September and
December (for the three-month period (or portion thereof) ended on such
day for which no payment has been received) and (y) on the Final Date (for
the period ended on such date for which no payment has been received pursuant
to clause (x) above), and shall be computed for each day during such
period at a rate per annum equal to the Commitment
Fee Rate in effect on such day on the Available Commitments in effect on such
day.  (ii)The Borrower agrees
to pay to the Administrative Agent in Dollars, for the account of each Lender
having a Tranche A-2 Term Loan Commitment (in each case pro rata
according to the respective Tranche A-2 Term Loan Commitments of all such
Lenders), a commitment fee for each day from and including the Closing Date to
but excluding the Tranche A-2 Term Loan Commitment Termination Date.  Such commitment fee shall be payable in
arrears (x) on the last day of each March, June, September and December (for
the three-month period (or portion thereof) ended on such day for which no
payment has been received) and (y) on the Tranche A-2 Term Loan Commitment
Termination Date (for the period ended on such date for which no payment has
been received pursuant to clause (x) above), and shall be computed
for each day during such period at a rate per annum equal
to the Commitment Fee Rate in effect on such day on the remaining Tranche A-2
Term Loan Commitments in effect on such day.  (iii)Notwithstanding the
foregoing, the Borrower shall not be obligated to pay any amounts to any
Defaulting Lender pursuant to this Section 4.1.  (b)The
Borrower agrees to pay to the Administrative Agent in Dollars for the account
of the Lenders pro rata on the basis of their
respective Letter of Credit Exposure, a fee in respect of each Letter of Credit
(the Letter of Credit Fee), for the period from and including the date
of issuance of such Letter of Credit to but excluding the termination date of
such Letter of Credit computed at the per annum rate
for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans
minus 0.125% per annum on the average daily
Stated Amount of such Letter of Credit. 
Such Letter of Credit Fees shall be due and payable quarterly in arrears
on the last day of each March, June, September and December and on
the date upon which the Total Revolving Credit Commitment terminates and the
Letters of Credit Outstanding shall have been reduced to zero.  (c)The
Borrower agrees to pay to the Administrative Agent in Dollars for the account
of the Letter of Credit Issuer a fee in respect of each Letter of Credit issued
by it (the Fronting Fee), for the period from and including the date
of issuance of such Letter of Credit to but excluding the termination date of
such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter
of Credit.  Such Fronting Fees shall be
due and payable quarterly in arrears on the last day of each March, June, September and
December and on the date upon which the Total Revolving Credit Commitment
terminates and the Letters of Credit Outstanding shall have been reduced to
zero.  64


(d)The
Borrower agrees to pay directly to the Letter of Credit Issuer in Dollars upon
each issuance of, drawing under, and/or amendment of, a Letter of Credit issued
by it such amount as the Letter of Credit Issuer and the Borrower shall have
agreed upon for issuances of, drawings under or amendments of, letters of
credit issued by it.  4.2.Voluntary Reduction of Revolving
Credit Commitments.  Upon at
least one Business Days prior written notice (or telephonic notice promptly
confirmed in writing) to the Administrative Agent at the Administrative Agents
Office (which notice the Administrative Agent shall promptly transmit to each
of the Lenders), the Borrower (on behalf of itself) shall have the right,
without premium or penalty, on any day, permanently to terminate or reduce the
Revolving Credit Commitments in whole or in part, provided that (a) any
such reduction shall apply proportionately and permanently to reduce the
Revolving Credit Commitment of each of the Lenders, (b) any partial
reduction pursuant to this Section 4.2 shall be in the amount of at least
$5,000,000 and (c) after giving effect to such termination or reduction
and to any prepayments of the Loans made on the date thereof in accordance with
this Agreement, the aggregate amount of the Lenders Revolving Credit Exposures
shall not exceed the Total Revolving Credit Commitment.  4.3.Mandatory Termination of Commitments.  (a) (i) (x) The Tranche A-1 Term Loan
Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing
Date and (y) the Tranche A-2 Term Loan Commitments shall terminate at 5:00
p.m. (New York City time) on the Tranche A-2 Term Loan Commitment Termination
Date.  (ii)The
Tranche B Term Loan Commitments shall terminate at 5:00 p.m. (New York
City time) on the Closing Date.  (b)The
Total Revolving Credit Commitment shall terminate at 5:00 p.m. (New York
City time) on the Revolving Credit Maturity Date.  (c)The
Swingline Commitment shall terminate at 5:00 p.m. (New York City time) on
the Swingline Maturity Date.  (d)The
New Tranche B Term Loan Commitment for any Series shall terminate at 5:00 p.m.
(New York City time) on the Increased Amount Date for such Series.  (e)If
any prepayment of Term Loans would otherwise be required pursuant to Section 5.2(a)
but cannot be made because there are no Term Loans outstanding, or because the
amount of the required prepayment exceeds the outstanding amount of Term Loans,
then, on the date that such prepayment is required, the Revolving Credit
Commitments shall be permanently reduced by an aggregate amount equal to the
amount of the required prepayment, or the excess of such amount over the
outstanding amount of Tranche B Term Loans, as the case may be, and Borrower
shall comply with Section 5.2(b) after giving effect to such reduction.  SECTION 5.Payments  5.1.Voluntary Prepayments.  The Borrower shall have the right to prepay
Term Loans, Revolving Credit Loans and Swingline Loans, in each case, without
premium or  65


penalty, in whole or in part from time to
time on the following terms and conditions: (a) the Borrower shall give the
Administrative Agent and at the Administrative Agents Office written notice
(or telephonic notice promptly confirmed in writing) of its intent to make such
prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the
specific Borrowing(s) pursuant to which made, which notice shall be given by
the Borrower no later than (i) in the case of Term Loans or Revolving Credit
Loans, 10:00 a.m. (New York City time) one Business Day prior to, or (ii)
in the case of Swingline Loans, 10:00 a.m. (New York City time) on, the date of
such prepayment and shall promptly be transmitted by the Administrative Agent
to each of the Lenders or the Swingline Lender, as the case may be; (b) each
partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans
shall be in a multiple of $100,000 and in an aggregate principal amount of at
least $1,000,000 and each partial prepayment of Swingline Loans shall be in a
multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided
that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans
made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term
Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR
Revolving Credit Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving
Credit Loans pursuant to this Section 5.1 on any day other than the last
day of an Interest Period applicable thereto shall be subject to compliance by
the Borrower with the applicable provisions of Section 2.11.  Each prepayment in respect of any tranche of
Term Loans pursuant to this Section 5.1 shall be (a) applied to Term
Loans in such manner as the Borrower may determine and (b) applied to
reduce Tranche A Repayment Amounts or Tranche B Repayment Amounts, as the case
may be, in such order as the Borrower may determine.  At the Borrowers election in connection with
any prepayment pursuant to this Section 5.1, such prepayment shall not be
applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.  5.2.Mandatory Prepayments.  (a)  Term
Loan Prepayments.  (i)  On each occasion that a Prepayment Event occurs,
the Borrower shall, within one Business Day after the occurrence of a Debt
Incurrence Prepayment Event and within five Business Days after the occurrence
of any other Prepayment Event, prepay, in accordance with paragraph (c)
below, the principal amount of Term Loans in an amount equal to 100% of the Net
Cash Proceeds from such Prepayment Event, provided that, that at the
option of the Borrower, the Net Cash Proceeds from any transaction permitted by
Section 10.4(e) (including pursuant to any securitization) may be applied
to repay Revolving Credit Loans, which repayment shall automatically result in
the reduction of the Revolving Credit Commitment of each Lender by an amount
equal to the amount of the Revolving Credit Loans prepaid to such Lender.  (ii)Not later than the
date that is ninety days after the last day of any fiscal year (commencing with
the fiscal year ending December 31, 2005), 
the Borrower shall prepay, in accordance with paragraph (c) below,
the principal of Term Loans in an amount equal to (x) 50% of Excess Cash
Flow for such fiscal year (provided such percentage shall be reduced to
25% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end
of such fiscal year is less than 5.25 to 1.00, and, provided  further,
that such percentage shall be reduced to 0% if the Consolidated Total Debt to
Consolidated EBITDA Ratio as of the end of such fiscal year is less than 4.75
to 1.00), minus (y) the principal amount of Term Loans voluntarily prepaid
pursuant to Section 5.1 during such fiscal year.  66


(iii)Not later than the date
that is sixty-five (65) days after the Closing Date, the Borrower shall prepay,
in accordance with paragraph (c) below, the principal amount of Tranche
A-1 Term Loans in an amount equal to the 2005 Unpaid Refinancing Amount as of
the date of such prepayment, plus all accrued and unpaid interest thereon.  (iv)Not later than the date
that is thirty (30) days after the Closing Date, the Borrower shall prepay, in
accordance with paragraph (c) below, the principal amount of Tranche A-1
Term Loans or, at its option, to the extent outstanding on such date, Tranche
A-2 Term Loans, in an amount equal to the 2012 Unpaid Refinancing Amount, plus
all accrued and unpaid interest thereon.  (b)Repayment
of Revolving Credit Loans.  If on any
date the aggregate amount of the Lenders Revolving Credit Exposures (all the
foregoing, collectively, the Aggregate Revolving Credit Outstandings)
exceeds 100% of the Total Revolving Credit Commitment as then in effect, the
Borrower shall forthwith repay on such date the principal amount of Swingline
Loans and, after all Swingline Loans have been paid in full, Revolving Credit
Loans in an amount equal to such excess. 
If, after giving effect to the prepayment of all outstanding Swingline
Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed
the Total Revolving Credit Commitment then in effect, the Borrower shall pay to
the Administrative Agent an amount in cash equal to such excess and the
Administrative Agent shall hold such payment for the benefit of the Lenders as
security for the obligations of the Borrower hereunder (including obligations
in respect of Letters of Credit Outstanding) pursuant to a cash collateral
agreement to be entered into in form and substance satisfactory to the
Administrative Agent (which shall permit certain Investments in Permitted
Investments satisfactory to the Administrative Agent, until the proceeds are
applied to the secured obligations).  (c)Application
to Repayment Amounts.  Each
prepayment of Term Loans required by Section 5.2(a)(i) or (ii) shall be
initially allocated pro rata among
the Tranche A Term Loans and the Tranche B Term Loans and shall be applied to
reduce the applicable Repayment Amounts in such order as the Borrower may
determine up to an amount equal to the aggregate amount of the applicable Repayment
Amounts required to be made by the Borrower pursuant to Section 2.5(b) and
(c) during the two year period immediately following the date of the prepayment
(such amount being, the Amortization Amount), provided that to
the extent that the amount of the prepayment exceeds the Amortization Amount,
such excess shall be applied ratably to reduce the then remaining Repayment
Amounts under such Credit Facility.  With
respect to each such prepayment, (i) the Borrower will, not later than the date
specified in Section 5.2(a) for making such prepayment, give the
Administrative Agent telephonic notice (promptly confirmed in writing)
requesting that the Administrative Agent provide notice of such prepayment to
each Tranche A Term Loan Lender and Tranche B Term Loan Lender, (ii) so
long as any Tranche A Term Loans are outstanding, each Tranche B Term Loan
Lender will have the right to refuse any such prepayment by giving written
notice of such refusal to the Borrower within fifteen Business Days after such
Lenders receipt of notice from the Administrative Agent of such prepayment
(and the Borrower shall not prepay any such Tranche B Term Loans until the date
that is specified in the immediately following clause), (iii) the Borrower
will make all such prepayments not so refused upon the earlier of (x) such
fifteenth Business Day and (y) such time as the Borrower has received
notice from each Lender that it consents to or refuses such prepayment  67


and (iv) any prepayment so
refused may be retained by the Borrower, provided that any prepayment so
refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment
Event in respect of the issuance of Permitted Additional Notes shall be
allocated to the then outstanding Tranche A Term Loans and shall be applied as
set forth above in this paragraph (c).  (d)Application
to Term Loans.  With respect to each prepayment of Tranche A Term
Loans and Tranche B Term Loans required by Section 5.2(a), the Borrower
may designate the Types of Loans that are to be prepaid and the specific Borrowing(s)
pursuant to which made, provided that (i) LIBOR Term Loans may be
designated for prepayment pursuant to this Section 5.2 only on the last
day of an Interest Period applicable thereto unless all LIBOR Term Loans with
Interest Periods ending on such date of required prepayment and all ABR Loans
have been paid in full; and (ii) LIBOR Term Loans made pursuant to a
single Borrowing shall reduce the outstanding Term Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans
such Borrowing shall immediately be converted into ABR Loans.  In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent
shall, subject to the above, make such designation in its reasonable discretion
with a view, but no obligation, to minimize breakage costs owing under Section 2.11.  (e)Application
to Revolving Credit Loans.  With
respect to each prepayment of Revolving Credit Loans elected by the Borrower
pursuant to Section 5.2(a) or required by Section 5.2(b), the
Borrower may designate (i) the Types of Loans that are to be prepaid and the
specific Borrowing(s) pursuant to which made and (ii) the Revolving Credit
Loans to be prepaid, provided that (w) LIBOR Revolving Credit Loans may
be designated for prepayment pursuant to this Section 5.2 only on the last
day of an Interest Period applicable thereto unless all LIBOR Loans with
Interest Periods ending on such date of required prepayment and all ABR Loans
have been paid in full; (x) if any prepayment by the Borrower of LIBOR
Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding
Revolving Credit Loans made pursuant to such Borrowing to an amount less than
the Minimum Borrowing Amount for LIBOR Revolving Credit Loans, such Borrowing
shall immediately be converted into ABR Loans; (y) each prepayment of any
Loans made pursuant to a Borrowing shall be applied pro rata
among such Loans; and (z) notwithstanding the provisions of the preceding
clause (y), no prepayment made pursuant to Section 5.2(a) or Section 5.2(b)
of Revolving Credit Loans shall be applied to the Revolving Credit Loans of any
Defaulting Lender.  In the absence of a
designation by the Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its
reasonable discretion with a view, but no obligation, to minimize breakage
costs owing under Section 2.11.  (f)LIBOR
Interest Periods.  In lieu of making
any payment pursuant to this Section 5.2 in respect of any LIBOR Loan
other than on the last day of the Interest Period therefor so long as no
Default or Event of Default shall have occurred and be continuing, the Borrower
at its option may deposit with the Administrative Agent an amount equal to the
amount of the LIBOR Loan to be prepaid and such LIBOR Loan shall be repaid on
the last day of the Interest Period therefor in the required amount.  Such deposit shall be held by the Administrative
Agent in a corporate time deposit account established on terms reasonably
satisfactory to the Administrative Agent, earning interest at the
then-customary rate for accounts of such type.  68


Such deposit shall constitute
cash collateral for the Obligations, provided that the Borrower may at
any time direct that such deposit be applied to make the applicable payment
required pursuant to this Section 5.2.  (g)Minimum
Amount.  No prepayment shall be
required pursuant to Section 5.2(a)(i) unless and until the amount at any
time of Net Cash Proceeds from Prepayment Events required to be applied at or
prior to such time pursuant to such Section and not yet applied at or
prior to such time to prepay Term Loans pursuant to such Section exceeds
$25,000,000 in the aggregate for all such Prepayment Events.  (h)Foreign
Asset Sales.  Notwithstanding any
other provisions of this Section 5.2, (i) to the extent that any of
or all the Net Cash Proceeds of any asset sale by a Restricted Foreign
Subsidiary giving rise to an Asset Sale Prepayment Event (a Foreign Asset
Sale) or Excess Cash Flow are prohibited or delayed by applicable local
law from being repatriated to the United States,the portion of such Net Cash Proceeds or Excess Cash Flow so
affected will not be required to be applied to repay Term Loans at the times
provided in this Section 5.2 but may be retained by the applicable
Restricted Foreign Subsidiary so long, but only so long, as the applicable
local law will not permit repatriation to the United States (the Borrower hereby
agreeing to cause the applicable Restricted Foreign Subsidiary to promptly take
all actions required by the applicable local law to permit such repatriation),
and once such repatriation of any of such affected Net Cash Proceeds or Excess
Cash Flow is permitted under the applicable local law, such repatriation will
be immediately effected and such repatriated Net Cash Proceeds or Excess Cash
Flow will be promptly (and in any event not later than two Business Days
after such repatriation) applied (net of additional taxes payable or reserved
against as a result thereof) to the repayment of the Term Loans pursuant to
this Section 5.2 and (ii) to the extent that the Borrower has determined
in good faith that repatriation of any of or all the Net Cash Proceeds of any
Foreign Asset Sale or Excess Cash Flow would have a material adverse tax cost
consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net
Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable
Restricted Foreign Subsidiary, provided that, in the case of this
clause (ii), on or before the date on which any Net Cash Proceeds so
retained would otherwise have been required to be applied to reinvestments or
prepayments pursuant to Section 5.2(a) (or such Excess Cash Flow would
have been so required if it were Net Cash Proceeds), (x) the Borrower
applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such
reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow
had been received by the Borrower rather than such Restricted Foreign
Subsidiary, less the amount of additional taxes that would have been payable or
reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated
(or, if less, the Net Cash Proceeds or Excess Cash Flow that would be
calculated if received by such Foreign Subsidiary) or (y) such Net Cash
Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a
Restricted Foreign Subsidiary.  5.3.Method and Place of Payment.  (a) 
Except as otherwise specifically provided herein, all payments under
this Agreement shall be made by the Borrower, without set-off, counterclaim or
deduction of any kind, to the Administrative Agent for the ratable account of
the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline
Lender, as the case may be, not later than 12:00 Noon (New York City time)
on the date when due and shall be made in  69


immediately available funds at the Administrative
Agents Office or at such other office as the Administrative Agent shall
specify for such purpose by notice to the Borrower, it being understood that
written or facsimile notice by the Borrower to the Administrative Agent to make
a payment from the funds in the Borrowers account at the Administrative Agents
Office shall constitute the making of such payment to the extent of such funds
held in such account.  All payments under
each Credit Document (whether of principal, interest or otherwise) shall be
made in Dollars.  The Administrative
Agent will thereafter cause to be distributed on the same day (if payment was
actually received by the Administrative Agent prior to 2:00 p.m. (New York City
time) on such day) like funds relating to the payment of principal or interest
or Fees ratably to the Lenders entitled thereto.  (b)Any
payments under this Agreement that are made later than 2:00 p.m. (New York
City time) shall be deemed to have been made on the next succeeding Business
Day.  Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day and, with respect
to payments of principal, interest shall be payable during such extension at
the applicable rate in effect immediately prior to such extension.  5.4.Net
Payments.  (a)  Any and all payments made by or on behalf of
the Borrower or any Guarantor under this Agreement or any other Credit Document
shall be made free and clear of, and without deduction or withholding for or on
account of, any Indemnified Taxes;provided
that if Borrower or any Guarantor shall be required by law to deduct or
withhold any Indemnified Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions and withholdings (including deductions or withholdings applicable to
additional sums payable under this Section 5.4) the Administrative Agent
or any Lender, as the case may be, receives an amount equal to the sum it would
have received had no such deductions or withholdings been made,
(ii) Borrower or any Guarantor shall make such deductions or withholdings
and (iii) Borrower or any Guarantor shall pay the full amount deducted or
withheld to the relevant Governmental Authority in accordance with applicable
law.  Whenever any Indemnified Taxes are
payable by the Borrower, as promptly as possible thereafter, the Borrower shall
send to the Administrative Agent for its own account or for the account of such
Lender, as the case may be, a certified copy of an original official receipt
(or other evidence acceptable to such Lender, acting reasonably) received by
the Borrower showing payment thereof.  (b)Borrower
shall pay and shall indemnify and hold harmless the Administrative Agent and
each Lender (whether or not such Other Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority) with regard to any Other
Taxes.  (c)Borrower
shall indemnify and hold harmless the Administrative Agent and each Lender
within 15 Business Days after written demand therefor, for the full amount of
any Indemnified Taxes imposed on the Administrative Agent or such Lender as the
case may be, on or with respect to any payment by or on account of any
obligation of Borrower or any Guarantor hereunder or under any other Credit
Document (including Indemnified Taxes imposed or asserted on or attributable to
amounts payable under this Section 5.4) and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly  70


or legally imposed or asserted
by the relevant Governmental Authority. 
A certificate as to the amount of such payment or liability delivered to
Borrower by a Lender or by the Administrative Agent on its own behalf or on
behalf of a Lender shall be conclusive absent manifest error.  (d)Each
Non-U.S. Lender shall to the extent it is legally entitled to do so:  (i)deliver to the Borrower and the
Administrative Agent two copies of either (x) in the case of a Non-U.S.
Lender claiming exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of portfolio
interest, United States Internal Revenue Service Form W-8BEN (together
with a certificate representing that such Non-U.S. Lender is not a bank for purposes
of Section 881(c) of the Code, is not a 10-percent shareholder (within the
meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form
W-8BEN or Form W-8ECI, in each case properly completed and duly executed by
such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S.
Federal withholding tax on payments by the Borrower under this Agreement; and  (ii)deliver to the Borrower and the
Administrative Agent two further copies of any such form or certification (or
any applicable successor form) on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the
Borrower;  unless in any such case any
Change in Law has occurred prior to the date on which any such delivery would
otherwise be required that renders any such form inapplicable or would prevent
such Lender from duly completing and delivering any such form with respect to
it and such Lender so advises the Borrower and the Administrative Agent.  Each Person that shall become a Participant
pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the
effectiveness of the related transfer, be required to provide all the forms and
statements required pursuant to this Section 5.4(d), provided that in
the case of a Participant such Participant shall furnish all such required
forms and statements to the Lender from which the related participation shall
have been purchased.  (e)If
the Borrower determines in good faith that a reasonable basis exists for
contesting any taxes for which indemnification has been demanded hereunder, the
relevant Lender or the Administrative Agent, as applicable, shall cooperate
with the Borrower in challenging such taxes at the Borrowers expense if so
requested by the Borrower.  If any Lender
or the Administrative Agent, as applicable, receives a refund of a tax for
which a payment has been made by the Borrower pursuant to this Agreement, which
refund in the good faith judgment of such Lender or Administrative Agent, as
the case may be, is attributable to such payment made by the Borrower, then the
Lender or the Administrative Agent, as the case may be, shall reimburse the
Borrower for such amount (together with any interest received thereon) as the
Lender or Administrative Agent, as the case may be, determines to be the
proportion of the refund as will leave it, after such reimbursement, in no
better or worse position (taking into account expenses or any taxes imposed on
the refund) than it would have been in if the payment had not been
required.  A Lender or Administrative
Agent shall claim any refund that it determines is  71


available to it, unless it
concludes in its reasonable discretion that it would be adversely affected by
making such a claim.  Neither the Lender
nor the Administrative Agent shall be obliged to disclose any information
regarding its tax affairs or computations to the Borrower in connection with
this paragraph (e) or any other provision of this Section 5.4.  (f)The
agreements in this Section 5.4 shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.  5.5.Computations of Interest and Fees.  (a) 
Interest on LIBOR Loans and, except as provided in the next succeeding
sentence, ABR Loans shall be calculated on the basis of a 360-day year for the
actual days elapsed.  Interest on ABR
Loans in respect of which the rate of interest is calculated on the basis of
the Prime Rate and interest on overdue interest shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed.  (b)Fees
and Letters of Credit Outstanding shall be calculated on the basis of a 365-
(or 366-, as the case may be) day year for the actual days elapsed.  5.6.Limit on Rate of Interest.  (a)No
Payment shall exceed Lawful Rate. 
Notwithstanding any other term of this Agreement, the Borrower shall not
be obliged to pay any interest or other amounts under or in connection with
this Agreement in excess of the amount or rate permitted under or consistent
with any applicable law, rule or regulation.  (b)Payment
at Highest Lawful Rate.  If the
Borrower is not obliged to make a payment which it would otherwise be required
to make, as a result of Section 5.6(a), the Borrower shall make such payment to
the maximum extent permitted by or consistent with applicable laws, rules and
regulations.  (c)Adjustment
if any Payment exceeds Lawful Rate. 
If any provision of this Agreement or any of the other Credit Documents
would obligate the Borrower to make any payment of interest or other amount
payable to any Lender in an amount or calculated at a rate which would be
prohibited by any applicable law, rule or regulation, then notwithstanding such
provision, such amount or rate shall be deemed to have been adjusted with
retroactive effect to the maximum amount or rate of interest, as the case may
be, as would not be so prohibited by law, such adjustment to be effected, to
the extent necessary, by reducing the amount or rate of interest required to be
paid by the Borrower to the affected Lender under Section 2.8.  Notwithstanding the foregoing,
and after giving effect to all adjustments contemplated thereby, if any Lender
shall have received from the Borrower an amount in excess of the maximum permitted
by any applicable law, rule or regulation, then the Borrower shall be entitled,
by notice in writing to the Administrative Agent to obtain reimbursement from
that Lender in an amount equal to such excess, and pending such reimbursement,
such amount shall be deemed to be an amount payable by that Lender to the
Borrower.  72


SECTION 6.Conditions Precedent to Initial Borrowing  The initial Borrowing under this Agreement is
subject to the satisfaction of the following conditions precedent, except as
otherwise agreed between the Borrower and the Administrative Agent.  6.1.Credit
Documents.  The Administrative
Agent, or Collateral Trustee (as applicable), shall have received:  (a)this Agreement, executed and delivered by a
duly authorized officer of the Borrower and each Lender;  (b)the Guarantee, executed and delivered by a
duly authorized officer of each Guarantor;  (c)the Lender Pledge Agreement, executed and
delivered by a duly authorized officer of each pledgor party thereto;  (d)the Shared Pledge Agreement, executed and
delivered by a duly authorized officer of each pledgor party thereto;  (e)the Lender Security Agreement, executed and
delivered by a duly authorized officer of each grantor party thereto;  (f)the Shared Security Agreement, executed and
delivered by a duly authorized officer of each grantor party thereto;  (g)the Intercreditor and Collateral Trust
Agreement, executed and delivered by a duly authorized officer of each pledge
party thereto; and  (h)a Mortgage in respect of each Mortgaged
Property to be Mortgaged on the Closing Date, executed and delivered by a duly
authorized officer of each mortgagor party thereto.  6.2.Collateral.  (a) 
All outstanding equity interests in whatever form of the Borrower
and each Restricted Subsidiary directly owned by or on behalf of any Credit
Party shall have been pledged pursuant to the Pledge Agreements (except that
the Borrower and its Restricted Subsidiaries shall not be required to pledge
more than 65% of the outstanding voting equity interests of any Restricted
Foreign Subsidiary) and the Administrative Agent or the Collateral Trustee, as
applicable, shall have received all certificates representing securities
pledged under the Pledge Agreements to the extent certificated, accompanied by
instruments of transfer and undated stock powers endorsed in blank.  (b)All
Indebtedness for borrowed money in excess of $1,000,000 of the Borrower and
each Subsidiary that is owing to any Credit Party shall be evidenced by one or
more global promissory notes and shall have been pledged pursuant to the Pledge
Agreements, and the  73


Administrative Agent or the
Collateral Trustee, as applicable, shall have received all such promissory
notes, together with instruments of transfer with respect thereto endorsed in
blank.  (c)All
documents and instruments, including Uniform Commercial Code or other
applicable personal property and fixture security financing statements,
required by law or reasonably requested by the Administrative Agent or
Collateral Trustee, as applicable, to be filed, registered or recorded to
create the Liens intended to be created by the Security Agreements and perfect
such Liens to the extent required by, and with the priority required by, the Security
Agreements and each Mortgage, as applicable, shall have been filed, registered
or recorded or delivered to the Administrative Agent for filing, registration
or recording.  (d)The
Collateral Trustee shall have received, in respect of each Mortgaged Property
owned by the Borrower or a Subsidiary Guarantor:  a policy or policies of title insurance
issued by a nationally recognized title insurance company insuring the Lien of
each Mortgage as a valid first Lien on the Mortgaged Property described
therein, free of any other Liens except as expressly permitted by Section 10.2
or the Collateral Trustee, together with such endorsements, coinsurance and
reinsurance as the Collateral Trustee may reasonably request.  (e)The
Borrower shall deliver to each of the Administrative Agent and the Collateral
Trustee a completed Perfection Certificate, executed and delivered by an
Authorized Officer and the chief legal officer of the Borrower, together with
all attachments contemplated thereby.  6.3.Legal
Opinions.  The Administrative
Agent shall have received the executed legal opinions of (a) Simpson
Thacher & Bartlett LLP, special New York counsel to the Borrower,
substantially in the form of Exhibit I-1, (b) James Cuminale, General
Counsel to the Borrower substantially in the form of Exhibit I-2,
(c) Goldberg, Godles, Wiener & Wright, special communications counsel
for the Borrower, substantially in the form of Exhibit I-3, (d) local
counsel to the Borrower in certain jurisdictions as may be reasonably requested
by the Administrative Agent, substantially in the form of Exhibit I-4
and (e) Milbank, Tweed, Hadley & McCloy LLP, special Satellite Counsel
to the Lenders, substantially in the form of Exhibit I-5.  The Borrower, the other Credit Parties and
the Administrative Agent hereby instruct such counsel to deliver such legal
opinions.  6.4.No
Default.  After giving effect to
the Borrowings on the Closing Date and the other transactions contemplated
hereby, no Default or Event of Default has occurred and is continuing.  6.5.Senior
Notes.  The Borrower shall have received
gross proceeds of up to $1,010,000,000 (or such lesser amount sufficient,
together with the Equity Investments and the proceeds generated hereunder, to
consummate the Transactions) from the issuance of Senior Notes under the Senior
Note Indenture in a Rule 144A or other private placement (the terms and conditions of the Senior Notes
(including, but not limited to, subordination, maturity, covenants, events of
default, remedies, redemption and prepayment events) shall be reasonably
satisfactory to the Agents).  74


6.6.Equity Investments.  The Equity Investments shall have been
irrevocably committed to the payment of a portion of the Transactions on terms
and conditions and pursuant to documentation reasonably acceptable to the
Administrative Agent.  6.7.Closing Certificates.  The Administrative Agent shall have received
a certificate of each Credit Party, dated the Closing Date, substantially in
the form of Exhibit J, with appropriate insertions, executed by the
President or any Vice President and the Secretary or any Assistant Secretary of
such Credit Party, and attaching the documents referred to in Sections 6.8 and
6.9.  6.8.Corporate Proceedings of Each
Credit Party.  The Administrative
Agent shall have received a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the board of directors of each
Credit Party (or a duly authorized committee thereof) authorizing (a) the
execution, delivery and performance of the Credit Documents (and any agreements
relating thereto) to which it is a party and (b) in the case of the Borrower,
the extensions of credit contemplated hereunder.  6.9.Corporate Documents.  The Administrative Agent shall
have received true and complete copies of the certificate of incorporation
and by-laws (or equivalent organizational documents) of each Credit Party.  6.10.Fees.  The Lenders shall have received the fees in
the amounts previously agreed in writing by the Agents and such Lenders to be
received on the Closing Date and all expenses (including the reasonable fees,
disbursements and other charges of counsel) for which invoices have been
presented on or prior to the Closing Date shall have been paid.  6.11.Representations and Warranties.  On the Closing Date, the representations and
warranties made by the Borrower in Section 8, as they relate to the Credit
Parties at such time, shall be true and correct in all material respects.  6.12.Related
Agreements.  Administrative Agent
shall have received a fully executed or conformed copy of the Acquisition
Agreement which shall be in full force and effect and in form and substance reasonably
satisfactory to the Agents.  6.13.Solvency Certificate.  On the Closing Date, Administrative Agent
shall have received a certificate from the chief financial officer of the
Borrower in form, scope and substance satisfactory to Administrative Agent,
with appropriate attachments and demonstrating that after giving effect to the
consummation of the Transactions, the Borrower on a consolidated basis with its
Subsidiaries is Solvent.  6.14.Governmental Authorizations and
Consents.  Each Credit Party
shall have obtained all approval and authorizations of Governmental
Authorities (including, without limitation, the FCC) and all consents of other
Persons, in each case that are necessary in connection with the Transactions
and the execution and delivery of the Credit Documents and each of the
foregoing shall be in full force and effect. 
All applicable waiting periods shall have expired without any action being
taken or threatened by any competent authority which would restrain, prevent or
otherwise impose adverse conditions on the transactions contemplated by the
Acquisition  75


and the Credit Documents and no
action, request for stay, petition for review or rehearing, reconsideration, or
appeal with respect to any of the foregoing shall be pending, and the time for
any applicable agency to take action to set aside its consent on its own motion
shall have expired.  6.15.Financial Statements.  Lenders shall have received not later than 45
days prior to the Closing Date from the Borrower (i) the Historical Financial
Statements and (ii) to the extent reasonably available, unaudited consolidated
and consolidating balance sheets and related statements of income, stockholders
equity and cash flows of the Borrower for each completed fiscal quarter since
the date of the most recent audited financial statements included in such
Historical Financial Statements which financial statements shall be in form and
substance satisfactory to Administrative Agent.  6.16.Acquisition.  Concurrently with the initial Credit Event
made hereunder, the Acquisition shall have been consummated on terms and
conditions reasonably satisfactory to the Agents and all amounts outstanding
and commitments to lend under the 364-day Facility shall have been terminated
and all liens in respect of amounts due under the 364-day Facility shall have
been released or arrangements for such release reasonably satisfactory to the
Administrative Agent shall have been made.  6.17.Insurance.  Certificates of insurance evidencing the
existence of all insurance required to be maintained by the Borrower pursuant
to Section 9.3 and, if applicable, the designation of the Administrative Agent
and the Collateral Trustee, as applicable, as an additional insured and loss
payee as its interest may appear thereunder, or solely as the additional insured,
as the case may be, thereunder, such certificates to be in such form and
contain such information as is specified in Section 9.3 (providedthat if such endorsement as additional insured cannot be
delivered by the Closing Date, the Administrative Agent may consent to such endorsement
being delivered at such later date as it deems appropriate in the
circumstances).  In addition, the
Borrower shall have delivered (i) a certificate of an Authorized Officer of the
Borrower setting forth the insurance obtained by it in accordance with the
requirements of Section 9.3 and stating that such insurance is in full force
and effect and that all premiums then due and payable thereon have been paid
and (ii) a written report, dated reasonably near the date the Loans are being
made, of Marsh USA, Inc., or any other firm of independent insurance brokers of
nationally recognized standing, as to Launch Insurance and In-Orbit Insurance
and stating that such Insurance is in compliance with the provisions of Section
9.3.  6.18.Pro Forma Financial Statements.  The Administrative Agent shall have received
a pro forma consolidated balance sheet of Borrower as of the Closing Date,
after giving effect to the Transactions, together with a certificate of the
chief financial officer of Borrower to the effect that such statements
accurately present the pro forma financial position of Borrower and its
subsidiaries in accordance with GAAP.  6.19.Existing Indebtedness.  (a)  The
Requisite Consents (as defined in the Tender Offer relating to the Existing
Senior Notes) shall have been obtained, the supplemental indenture shall have
been executed and delivered by the parties thereto and the Borrower shall have
accepted for payment all Existing Senior Notes validly tendered pursuant to the
Tender Offer.  76


(b)The
Existing Credit Agreement and 364-day Facility shall have been repaid and all
commitments thereunder terminated.  SECTION 7.Conditions Precedent to All Credit Events  The agreement of each Lender to make any Loan
requested to be made by it on any date (excluding Mandatory Borrowings) and the
obligation of the Letter of Credit Issuer to issue Letters of Credit on any
date is subject to the satisfaction of the following conditions precedent:  7.1.No Default; Representations and
Warranties.  At the time of each
Credit Event and also after giving effect thereto (a) no Default or Event
of Default shall have occurred and be continuing and (b) all representations
and warranties made by any Credit Party contained herein or in the other Credit
Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the date of such Credit Event (except where such representations and warranties
expressly relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such
earlier date).  7.2.Notice of Borrowing; Letter of Credit
Request.  (a)  Prior to the making of each Term Loan, each
Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to
Section 3.4(a)) and each Swingline Loan, the Administrative Agent shall
have received a Notice of Borrowing (whether in writing or by telephone)
meeting the requirements of Section 2.3.  (b)Prior
to the issuance of each Letter of Credit, the Administrative Agent and the
Letter of Credit Issuer shall have received a Letter of Credit Request meeting
the requirements of Section 3.2(a).  The acceptance of the
benefits of each Credit Event shall constitute a representation and warranty by
each Credit Party to each of the Lenders that all the applicable conditions
specified above exist as of that time.  SECTION 8.Representations, Warranties and Agreements  In order to induce the Lenders to enter into this
Agreement, to make the Loans and issue or participate in Letters of Credit as
provided for herein, the Borrower makes the following representations and
warranties to, and agreements with, the Lenders, all of which shall survive the
execution and delivery of this Agreement and the making of the Loans and the
issuance of the Letters of Credit:  8.1.Corporate
Status.  The Borrower and each
Material Subsidiary (a) is a duly organized and validly existing corporation or
other entity in good standing under the laws of the jurisdiction of its organization
and has the corporate or other organizational power and authority to own its
property and assets and to transact the business in which it is engaged and
(b) has duly qualified and is authorized to do business and is in good
standing in all jurisdictions  77


where it is required to be so
qualified, except where the failure to be so qualified could not reasonably be
expected to result in a Material Adverse Effect.  8.2.Corporate Power and Authority.  Each Credit Party has the corporate or other
organizational power and authority to execute, deliver and carry out the terms
and provisions of the Credit Documents to which it is a party and has taken all
necessary corporate or other organizational action to authorize the execution,
delivery and performance of the Credit Documents to which it is a party.  Each Credit Party has duly executed and
delivered each Credit Document to which it is a party and each such Credit
Document constitutes the legal, valid and binding obligation of such Credit
Party enforceable in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors
rights generally and subject to general principles of equity.  8.3.No
Violation.  Neither the
execution, delivery or performance by any Credit Party of the Credit Documents
to which it is a party nor compliance with the terms and provisions thereof nor
the consummation of the Acquisition and the other transactions contemplated
hereby or thereby will (a) contravene any applicable provision of any
material law, statute, rule, regulation, order, writ, injunction or decree of
any court or governmental instrumentality, (b) result in any breach of any
of the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of the Borrower or any
of the Restricted Subsidiaries (other than Liens created under (x) the
Senior 1998 Notes Indenture and (y) the Credit Documents) pursuant to, the
terms of any material indenture (including the Senior Note Indenture), loan
agreement, lease agreement, mortgage, deed of trust, agreement or other
material instrument to which the Borrower or any of the Restricted Subsidiaries
is a party or by which it or any of its property or assets is bound or (c)
violate any provision of the certificate of incorporation, by-laws or other
constitutional documents of the Borrower or any of the Restricted Subsidiaries.  8.4.Litigation.  There are no actions, suits or proceedings
(including Environmental Claims) pending or, to the knowledge of the Borrower,
threatened with respect to the Borrower or any of its Subsidiaries that could
reasonably be expected to result in a Material Adverse Effect or a Material
Adverse Change.  8.5.Margin Regulations.  Neither the making of any Loan hereunder nor
the use of the proceeds thereof will violate the provisions of Regulation T, U
or X of the Board.  8.6.Governmental Approvals.  The execution, delivery and performance of
the Acquisition Agreement or any Credit Document does not require any consent
or approval of, registration or filing with, or any other action by, any
Governmental Authority, except for (i) such as have been obtained or made
and are in full force and effect, (ii) filings and recordings in respect of the
Liens created pursuant to the Security Documents, (iii) such FCC consents, approvals,
registrations, and filings as may be required in connection with the exercise
of rights under the Security Documents following an Event of Default, (iv) such
FCC consents, approvals, registrations, and filings as may be required in the
ordinary course of business of the Borrower and its Subsidiaries in connection
with the use of proceeds of the Loans hereunder, (v) such licenses, approvals,
authorizations and consents as may be required by the U.S. Department of State
pursuant to the International Traffic in Arms Regulations, the U.S. Department
of  78


Commerce pursuant to the Export
Administration Regulations and the U.S. Department of Treasury pursuant to
Foreign Asset Control Regulations in connection with the exercise of rights hereunder
and under the Security Documents following an Event of Default and
(vi) such licenses, approvals, authorizations or consents the failure to
obtain or make could not reasonably be expected to have a Material Adverse
Effect.  8.7.Investment Company Act.  The Borrower is not an investment company
within the meaning of the Investment Company Act of 1940, as amended.  8.8.True and Complete Disclosure.  (a) 
None of the factual information and data (taken as a whole) heretofore
or contemporaneously furnished by the Borrower, any of the Subsidiaries or any
of their respective authorized representatives in writing to the Administrative
Agent and/or any Lender on or before the Closing Date (including (i) the
Confidential Information Memorandum and (ii) all information contained in
the Credit Documents) for purposes of or in connection with this Agreement or
any transaction contemplated herein contained any untrue statement or omitted
to state any material fact necessary to make such information and data (taken
as a whole) not misleading at such time in light of the circumstances under
which such information or data was furnished, it being understood and agreed
that for purposes of this Section 8.8(a), such factual information and data
shall not include projections and pro forma financial information.  (b)The
projections and pro forma financial information contained in the information
and data referred to in paragraph (a) above were based on good faith
estimates and assumptions believed by such Persons to be reasonable at the time
made, it being recognized by the Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results.  8.9.Financial Condition; Financial
Statements.  The (a) unaudited
historical consolidated financial information of the Borrower as set forth in
the Confidential Information Memorandum, and (b) the Historical Financial
Statements, in each case present or will, when provided, present fairly in all
material respects the combined financial position of the Borrower at the
respective dates of said information, statements and results of operations for
the respective periods covered thereby. 
The financial statements referred to in clause (b) of this
Section 8.9 have been prepared in accordance with GAAP consistently
applied except to the extent provided in the notes to said financial statements.  After the Closing Date, there has been no
Material Adverse Change since December 31, 2003.  8.10.Tax Returns and Payments.  The Borrower and each of the Subsidiaries has
filed all federal income tax returns and all other material tax returns,
domestic and foreign, required to be filed by it and has paid all material
Taxes payable by it that have become due, other than those (a) not yet
delinquent or (b) contested in good faith as to which adequate reserves
have been provided in accordance with GAAP and which could not reasonably be expected
to result in a Material Adverse Effect. 
The Borrower and each of the Subsidiaries have paid, or have provided
adequate reserves (in the good faith judgment of the management of the Borrower)
in accordance with GAAP for the payment of, all material federal, state,
provincial  79


and foreign income taxes applicable
for all prior fiscal years and for the current fiscal year to the Closing Date.  8.11.Compliance with ERISA.  (a) 
Each Plan is in compliance with ERISA, the Code and any applicable Requirement
of Law; no Reportable Event has occurred (or is reasonably likely to occur)
with respect to any Plan; no Plan is insolvent or in reorganization (or is
reasonably likely to be insolvent or in reorganization), and no written notice
of any such insolvency or reorganization has been given to the Borrower, any
Subsidiary or any ERISA Affiliate; no Plan (other than a multiemployer plan)
has an accumulated or waived funding deficiency (or is reasonably likely to
have such a deficiency); none of the Borrower, any Subsidiary or any ERISA
Affiliate has incurred (or is reasonably likely expected to incur) any
liability to or on account of a Plan pursuant to Section 409, 502(i),
502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or
4975 of the Code or has been notified in writing that it will incur any liability
under any of the foregoing Sections with respect to any Plan; no proceedings
have been instituted (or are reasonably likely to be instituted) to terminate
or to reorganize any Plan or to appoint a trustee to administer any Plan, and
no written notice of any such proceedings has been given to the Borrower, any
Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA
on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists
(or is reasonably likely to exist) nor has the Borrower, any Subsidiary or any
ERISA Affiliate been notified in writing that such a lien will be imposed on
the assets of the Borrower, any Subsidiary or any ERISA Affiliate on account of
any Plan, except to the extent that a breach of any of the representations,
warranties or agreements in this Section 8.11 would not result, individually or
in the aggregate, in an amount of liability that would be reasonably likely to
have a Material Adverse Effect or relates to any matter disclosed in the
financial statements of the Borrower contained in the Confidential Information
Memorandum.  No Plan (other than a
multiemployer plan) has an Unfunded Current Liability that would, individually
or when taken together with any other liabilities referenced in this
Section 8.11, be reasonably likely to have a Material Adverse Effect.  With respect to Plans that are multiemployer
plans (as defined in Section 3(37) of ERISA), the representations and
warranties in this Section 8.11(a), other than any made with respect to (i)
liability under Section 4201 or 4204 of ERISA or (ii) liability for termination
or reorganization of such Plans under ERISA, are made to the best knowledge of
the Borrower.  (b)All
Foreign Plans are in compliance with, and have been established, administered
and operated in accordance with, the terms of such Foreign Plans and applicable
law, except for any failure to so comply, establish, administer or operate the
Foreign Plans as would not reasonably be expected to have a Material Adverse
Effect.  All contributions or other payments
which are due with respect to each Foreign Plan have been made in full and
there are no funding deficiencies thereunder, except to the extent any such
events would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.  8.12.Subsidiaries.  Schedule 8.12 lists each Subsidiary of
the Borrower (and the direct and indirect ownership interest of the Borrower
therein), in each case existing on the Closing Date.  To the knowledge of the Borrower, after due
inquiry, each Material Subsidiary as of the Closing Date has been so designated
on Schedule 8.12.  80


8.13.Patents,
etc.  The Borrower and each of the
Restricted Subsidiaries have obtained all patents, trademarks, servicemarks,
trade names, copyrights, licenses and other rights, free from burdensome
restrictions, that are necessary for the operation of their respective businesses
as currently conducted and as proposed to be conducted, except where the
failure to obtain any such rights could not reasonably be expected to have a
Material Adverse Effect.  8.14.Environmental
Laws.  (a)  Except as could not reasonably be expected to
have a Material Adverse Effect:  (i) the
Borrower and each of the Subsidiaries and all Real Estate are in compliance
with all Environmental Laws; (ii) neither the Borrower, nor any of the
Subsidiaries is subject to any Environmental Claim or any other liability under
any Environmental Law; (iii) the Borrower and its Subsidiaries are not
conducting any investigation, removal, remedial or other corrective action
pursuant to any Environmental Law at any location; and (iv) no underground
storage tank or related piping, or any impoundment or other disposal area
containing Hazardous Materials is located at, on or under any Real Estate currently
owned or leased by the Borrower or any of its Subsidiaries.  (b)Neither
the Borrower, nor any of the Subsidiaries has treated, stored, transported,
released or disposed or arranged for disposal or transport for disposal of
Hazardous Materials at, on, under or from any currently or formerly owned or
leased Real Estate or facility in a manner that could reasonably be expected to
have a Material Adverse Effect.  8.15.Properties.  (a) 
The Borrower and each of the Subsidiaries have good and marketable title
to or leasehold interest in all properties that are necessary for the operation
of their respective businesses as currently conducted and as proposed to be conducted,
free and clear of all Liens (other than any Liens permitted by this Agreement)
and except where the failure to have such good title could not reasonably be
expected to have a Material Adverse Effect and (b) no Mortgage encumbers improved
Real Estate that is located in an area that has been identified by the
Secretary of Housing and Urban Development as an area having special flood
hazards within the meaning of the National Flood Insurance Act of 1968 unless
flood insurance available under such Act has been obtained in accordance with Section
9.3.  8.16.Solvency.  On the Closing Date (after giving effect to
the Transactions), immediately following the making of each Loan and after
giving effect to the application of the proceeds of such Loans, the Borrower on
a consolidated basis with its Subsidiaries will be Solvent.  8.17.Public Utility Holding Company Act.  The Borrower is not a holding company, or a
subsidiary company of a holding company, or an affiliate of a holding
company or of a subsidiary company of a holding company, within the
meaning of the Public Utility Holding Company Act of 1935, as amended.  8.18.FCC Licenses,
Etc.  As of the date hereof, Schedule
8.18 accurately and completely lists for each Satellite (a) all space
station licenses for the launch and operation of Satellites with C-band or
Ku-band transponders issued by the FCC to the Borrower or any Restricted
Subsidiary and (b) all licenses and all other approvals, orders or
authorizations issued or granted by any Governmental Authority outside of the
United States of America to launch and operate any such Satellite.  As of the date hereof, the FCC Licenses and
the other licenses,  81


approvals or authorizations
listed on Schedule 8.19 with respect to any Satellite include all
material authorizations, licenses and permits issued by the FCC or any other
Governmental Authority that are required or necessary to launch or operate such
Satellite, as applicable.  Except as
could not reasonably be expected to have a Material Adverse Effect, each of the
Subject Licenses is held in the name of a License Subsidiary and is validly
issued and in full force and effect, and the Borrower and its Restricted
Subsidiaries have fulfilled and performed in all respects all of their obligations
with respect thereto and have full power and authority to operate thereunder.  8.19.Satellites.  Schedule 8.19 accurately and
completely lists as of the date hereof each of the Satellites owned by the
Borrower and its Restricted Subsidiaries on the date hereof, and setting forth
for each such Satellite that is in orbit, the orbital slot and number and
frequency band of the transponders on such Satellite.  SECTION 9.Affirmative Covenants  The Borrower hereby covenants and agrees that on the
Closing Date and thereafter, until the Commitments, the Swingline Commitment
and each Letter of Credit have terminated and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder, are
paid in full:  9.1.Information Covenants.  The Borrower will furnish to each Lender and
the Administrative Agent:  (a)Annual Financial Statements.  As
soon as available and in any event on or before the date on which such
financial statements are required to be filed with the SEC or delivered to the
holders of the Senior Notes (or, if such financial statements are not required
to be filed with the SEC or delivered to the holders of the Senior Notes, on or
before the date that is 120 days after the end of each such fiscal year),
the consolidated balance sheet of the Borrower and the Restricted Subsidiaries
as at the end of such fiscal year, and the related consolidated statement of
operations and cash flows for such fiscal year, setting forth comparative
consolidated figures for the preceding fiscal year, and certified by
independent certified public accountants of recognized national standing whose
opinion shall not be qualified as to the scope of audit or as to the status of
the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that
together would constitute a Material Subsidiary) as a going concern, together
in any event with a certificate of such accounting firm stating that in the
course of its regular audit of the business of the Borrower and the Material
Subsidiaries, which audit was conducted in accordance with generally accepted
auditing standards, such accounting firm has obtained no knowledge of any
Default or Event of Default relating to Section 10.9 or 10.10 that has
occurred and is continuing or, if in the opinion of such accounting firm such a
Default or Event of Default has occurred and is continuing, a statement as to
the nature thereof.  (b)Quarterly Financial Statements.  As
soon as available and in any event on or before the date on which such
financial statements are required to be filed with the SEC or delivered to the
holders of the Senior Notes with respect to each of the first three quarterly
accounting periods in each fiscal year of the Borrower (or, if such financial
statements are not required to be filed with the SEC or delivered to the
holders of the  82


Senior
Notes, on or before the date that is 60 days after the end of each such
quarterly accounting period), the consolidated balance sheet of (i) the
Borrower and the Restricted Subsidiaries and (ii) the Borrower and its
Subsidiaries, in each case as at the end of such quarterly period and the
related consolidated statement of operations for such quarterly accounting
period and for the elapsed portion of the fiscal year ended with the last day
of such quarterly period, and the related consolidated statement of cash flows
for the elapsed portion of the fiscal year ended with the last day of such
quarterly period, and setting forth comparative consolidated figures for the related
periods in the prior fiscal year or, in the case of such consolidated balance
sheet, for the last day of the prior fiscal year, all of which shall be
certified by an Authorized Officer of the Borrower, subject to changes resulting
from audit and normal year-end audit adjustments.  (c)Budgets.  Within 60 days after the
commencement of each fiscal year of the Borrower, budgets of the Borrower in
reasonable detail for such fiscal year as customarily prepared by management of
the Borrower for their internal use consistent in scope with the financial
statements provided pursuant to Section 9.1(a), setting forth the principal
assumptions upon which such budgets are based.  (d)Officers Certificates.  At
the time of the delivery of the financial statements provided for in Sections
9.1(a) and (b), a certificate of an Authorized Officer of the Borrower to the
effect that no Default or Event of Default exists or, if any Default or Event
of Default does exist, specifying the nature and extent thereof, which
certificate shall set forth (i) the calculations required to establish whether
the Borrower and the Subsidiaries were in compliance with the provisions of
Sections 10.9 and 10.10 as at the end of such fiscal year or period, as
the case may be, (ii) a specification of any change in the identity of the
Restricted Subsidiaries, Unrestricted Subsidiaries and Foreign Subsidiaries as
at the end of such fiscal year or period, as the case may be, from the
Restricted Subsidiaries, Unrestricted Subsidiaries and Foreign Subsidiaries,
respectively, provided to the Lenders on the Closing Date or the most recent
fiscal year or period, as the case may be, (iii) the then applicable
Status and (iv) the amount of any Pro Forma Adjustment not previously set forth
in a Pro Forma Adjustment Certificate or any change in the amount of a Pro Forma
Adjustment set forth in any Pro Forma Adjustment Certificate previously provided
and, in either case, in reasonable detail, the calculations and basis
therefor.  At the time of the delivery of
the financial statements provided for in Section 9.1(a), (i) a certificate
of an Authorized Officer of the Borrower setting forth in reasonable detail the
Applicable Amount as at the end of the fiscal year to which such financial
statements relate and (ii) a certificate of an Authorized Officer and the chief
legal officer of the Borrower (x) setting forth the information required
pursuant to Section 1(a) of the Perfection Certificate or confirming that
there has been no change in such information since the Closing Date or the date
of the most recent certificate delivered pursuant to this subsection (d)(ii),
as the case may be, and (ii) certifying that all Uniform Commercial Code
financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations, including all refilings,
rerecordings and reregistrations, containing a description of the Collateral
have been filed of record in each governmental, municipal or other appropriate
office in each jurisdiction identified pursuant to  83


clause (x) above
to the extent necessary to protect and perfect the security interests under the
Security Documents.  (e)Notice of Default or Litigation. 
Promptly after an Authorized Officer of the Borrower or any of the
Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any
event that constitutes a Default or Event of Default, which notice shall
specify the nature thereof, the period of existence thereof and what action the
Borrower proposes to take with respect thereto, (ii) any litigation or
governmental proceeding pending against the Borrower or any of the Subsidiaries
that could reasonably be expected to result in a Material Adverse Effect or a
Material Adverse Change, and (iii) any actual or constructive total or material
partial loss event with respect to any Satellite.  (f)Environmental Matters.  The
Borrower will promptly advise the Lenders in writing after obtaining knowledge
of any one or more of the following environmental matters, unless such
environmental matters would not, individually or when aggregated with all other
such matters, be reasonably expected to result in a Material Adverse Effect:  (i)Any pending or threatened Environmental Claim
against the Borrower or any of the Subsidiaries or any Real Estate;  (ii)Any condition or occurrence on any Real
Estate that (x) could reasonably be expected to result in noncompliance by the
Borrower or any of the Subsidiaries with any applicable Environmental Law or
(y) could reasonably be anticipated to form the basis of an Environmental Claim
against the Borrower or any of the Subsidiaries or any Real Estate;  (iii)Any condition or occurrence on any Real
Estate that could reasonably be anticipated to cause such Real Estate to be
subject to any restrictions on the ownership, occupancy, use or transferability
of such Real Estate under any Environmental Law; and  (iv)The conduct of any investigation, or any
removal, remedial or other corrective action in response to the actual or
alleged presence, release or threatened release of any Hazardous Material on,
at, under or from any Real Estate.  All
such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or removal or remedial action and the
response thereto.  The term Real
Estate shall mean land, buildings and improvements owned or leased by the
Borrower or any of the Subsidiaries, but excluding all operating fixtures and
equipment, whether or not incorporated into improvements.  (g)Other Information. 
Promptly upon filing thereof, copies of any filings (including on
Form 10-K, 10-Q or 8-K) or registration statements with, and reports to,
the SEC or any analogous Government Authority in any relevant jurisdiction by
the Borrower or any of the Subsidiaries (other than amendments to any
registration statement (to the extent such registration statement, in the form
it becomes effective, is delivered to the  84


Lenders),
exhibits to any registration statement and, if applicable, any registration
statements on Form S-8) and copies of all financial statements, proxy
statements, notices and reports that the Borrower or any of the Subsidiaries
shall send to the holders of any publicly issued debt of the Borrower and/or
any of the Subsidiaries (including any Senior Notes (whether publicly issued or
not)) in their capacity as such holders (in each case to the extent not theretofore
delivered to the Lenders pursuant to this Agreement) and, with reasonable
promptness, such other information (financial or otherwise) as the Administrative
Agent on its own behalf or on behalf of any Lender may reasonably request in
writing from time to time.  (h)Pro Forma Adjustment Certificate.  Not
later than the consummation of the acquisition of any Acquired Entity or
Business by the Borrower or any Restricted Subsidiary for which there shall be
a Pro Forma Adjustment or not later than any date on which financial statements
are delivered with respect to any four-quarter period in which a Pro Forma Adjustment
is made as a result of the consummation of the acquisition of any Acquired
Entity or Business by the Borrower or any Restricted Subsidiary for which there
shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the
Borrower setting forth the amount of such Pro Forma Adjustment and, in
reasonable detail, the calculations and basis therefor.  (i)FCC Reports.  Promptly upon their becoming
available, copies of any and all periodic or special reports filed by the
Borrower or any of its Restricted Subsidiaries with the FCC or with any other
Federal, state or local governmental authority, if such reports indicate any
material adverse change in the business, operations, affairs or condition of
the Borrower or any of its Restricted Subsidiaries, and copies of any and all
notices and other communications from the FCC or from any other Federal, state
or local governmental authority with respect to the Borrower, any of its
Subsidiaries or any Satellite relating to any matter that could reasonably be
expected to result in a Material Adverse Effect.  (j)Satellite Health Report.  No
less than annually, and at any time upon the reasonable request of the
Administrative Agent, a satellite health report prepared by the Borrower and
certified by an Authorized Officer setting forth the operational status of each
Satellite (other than Satellites yet to be launched) based on reasonable
assumptions of the Borrower made in good faith and including such information
with respect to the projected solar array life based on the total satellite
power requirements, projected battery life based on total satellite power
requirements, projected satellite life, information concerning whether any
transponder spares or preemptible transponders on such Satellite have been
employed and such other information pertinent to the operation of such Satellite
and the transponders thereon as the Administrative Agent may reasonably
request, it being understood that to the extent that any such satellite health
report contains any forward looking statements, estimates or projections, such
statements, estimates or projections are subject to significant uncertainties
and contingencies, many of which are beyond the Borrowers control, and no
assurance can be given that such forward looking statements, estimates, projections
will be realized, provided that nothing in this clause (j) shall  85


require
the Borrower to deliver any information to any Lender to the extent delivery of
such information is restricted by applicable law or regulation.  9.2.Books, Records and Inspections.  The Borrower will, and will cause each of the
Subsidiaries to, permit officers and designated representatives of the
Administrative Agent or the Required Lenders to visit and inspect any of the
properties or assets the Borrower and any such Subsidiary in whomsoevers
possession to the extent that it is within such partys control to permit such
inspection, and to examine the books and records of the Borrower and any such
Subsidiary and discuss the affairs, finances and accounts the Borrower and of
any such Subsidiary with, and be advised as to the same by, its and their
officers and independent accountants, all at such reasonable times and intervals
and to such reasonable extent as the Administrative Agent or the Required
Lenders may desire.  9.3.Maintenance of Insurance.  (a)  Generally.  The
Borrower will, and will cause each of the Material Subsidiaries to, at all
times maintain in full force and effect, with insurance companies that the Borrower
believes (in the good faith judgment of the management of the Borrower) are
financially sound and responsible at the time the relevant coverage is placed
or renewed, insurance in at least such amounts and against at least such risks
(and with such risk retentions) as are usually insured against in the same
general area by companies engaged in the same or a similar business; and will
furnish to the Lenders, upon written request from the Administrative Agent,
information presented in reasonable detail as to the insurance so carried.  (b)Covered
Satellites.  The Borrower will, and
will cause each of its Restricted Subsidiaries to, maintain insurance with
respect to Satellites as follows:  (i)All Risks Insurance.  The
Borrower will procure or will cause each Satellite Manufacturer to procure at
its own expense and maintain in full force and effect, at all times prior to
the Launch of any satellite purchased by the Borrower or any of its Restricted
Subsidiaries pursuant to the terms of a Satellite Purchase Agreement, All Risks
Insurance with such terms as are reasonably commercially available and
customary in the industry with respect to such satellite, it being understood
that if a Satellite Manufacturer procures All Risks Insurance for satellites in
accordance with the requirements of the applicable Satellite Purchase
Agreement, the Borrowers obligations under this clause (i) with respect to
such satellites shall be satisfied. In no event shall the Borrower be required
to, or be required to cause any Satellite Manufacturer to, procure or maintain
All Risks Insurance to insure risks that may be required to be insured by, or
that covers the same risks or the same period of coverage as, Launch Insurance.  (ii)Launch Insurance.  The
Borrower will, or will cause the relevant Satellite Manufacturer to, obtain,
maintain and keep in full force and effect with respect to each Covered
Satellitethat is to be launched, Launch
Insurance (it being understood that if a Satellite Manufacturer procures Launch
Insurance for Covered Satellites in accordance with the terms of this clause
(ii), the Borrowers obligations under this clause (ii) with respect to such
Covered Satellites shall be satisfied), to be procured prior to the
then-scheduled launch of such Covered Satellite, which insurance shall attach
not later than at Launch and continue in full force and effect until no sooner
than the completion of initial in-orbit testing, provided that if the
board of directors determines in good faith as  86


evidenced by a board
resolution delivered to the Administrative Agent not to procure Launch
Insurance for a specified Covered Satellite and the Required Lenders approve in
writing of such election, the provisions of this Section 9.3(b)(ii) shall not
apply to such Covered Satellite.  The
Launch Insurance for each Covered Satellite:  (A)shall provide coverage for all of the risks
of loss of and damage to such Covered Satellite (other than any risks borne by
the relevant Launch Services Provider pursuant to any launch risk guarantee in
accordance with the terms of the applicable Launch Services Agreement or by the
relevant Satellite Manufacturer in accordance with the terms of the applicable
Satellite Purchase Agreement), including for partial loss, constructive total
loss and total loss, subject to (x) Acceptable Exclusions, (y) such other
exclusions or limitations of coverage applicable to all satellites of the same
model or relating to systemic anomalies as are then customary in the satellite
insurance market and as are reasonably acceptable to the Administrative Agent,
and (z) such specific exclusions applicable to the performance of such Covered
Satellite as are reasonably accepted by the board of directors in order to
obtain Launch Insurance for such Covered Satellite for a price that is, and on
other terms and conditions that are, commercially reasonable;  (B)shall be in an amount not less than the
aggregate of the purchase price of such Covered Satellite, the purchase price
of launch services therefor (other than for risks borne by the relevant Launch
Services Provider pursuant to any launch risk guarantee in accordance with the
terms of the applicable Launch Services Agreement or by the relevant Satellite
Manufacturer in accordance with the terms of the applicable Satellite Purchase
Agreement) and the premium payable for such insurance, and subject to any then
customary deductible but in no event in an amount exceeding 15% of operational
capacity of such Covered Satellite, unless otherwise agreed by the Administrative
Agent;  (C)shall name the applicable Satellite Purchaser
as the named insured and the Collateral Trustee as additional insured and loss
payee as its interests may appear (except that, in the case of Covered
Satellites that are financed with Indebtedness permitted by Section 10.1, such
Launch Insurance shall name the respective holder of such Indebtedness,
together with the Collateral Trustee, as loss payees as their interests may
appear), provided that (x) in the case of any such endorsement as
additional insured to be delivered by the Closing Date, the Administrative
Agent may consent to such endorsement being delivered at such later date as it
deems appropriate in the circumstances (y) in the case of any Covered Satellite
that is not owned by the Borrower or any Guarantor or that is subject to a Lien
permitted by Section 10.2(c), (f) or (g) and the terms of the Indebtedness
secured by such Lien prohibit the assignment of, or granting of a security
interest in such Covered Satellite, the Collateral Trustee shall not be named
as a loss payee with respect to such Covered Satellite;  (D)shall provide that it will not be canceled or
reduced, amended or allowed to lapse without renewal, except after not less
than 30 days prior notice  87


to the Administrative Agent or not less than 15 days
prior notice to the Administrative Agent if 30 days is not then commercially
available at a reasonable cost; and  (E)shall, in the case of a Satellite a portion
of which is owned by the Borrower or any of its Restricted Subsidiaries and the
balance of which is owned by any Person that is not an Affiliate of either the
Borrower or any of its Restricted Subsidiaries (other than by reason of the
Borrower or any Restricted Subsidiary holding an equity interest in such
Person), only be required with respect to that portion of such Satellite that
is owned by the Borrower or any of its Restricted Subsidiaries or for which the
Borrower or any of its Restricted Subsidiaries otherwise retains the risk of
loss.  (iii)In-Orbit Risk Management. 
Other than with respect to (A) Excluded Satellites, (B) any In-Orbit
Spare Satellite (but only to the extent that such In-Orbit Spare Satellite is
not expected or intended, in the good faith determination of the board of directors
and evidenced by a board resolution delivered to the Administrative Agent, to
earn revenues in excess of $25,000,000 for the immediately succeeding twelve
calendar months), and (C) any other Covered Satellite as the Borrower shall
designate, with the prior consent of the Required Lenders, the Borrower either
will obtain, maintain and keep in full force and effect, with respect to each
Covered Satellite, In-Orbit Insurance or comply with the terms of the Satellite
Risk Management Program, with respect to each Covered Satellite, provided
that in no event, at any time, shall more than 47% of the aggregate number of
transponders on all Covered Satellites (other than Excluded Satellites) that
are in orbit be protected by In-Orbit Spare Satellites in accordance with the
Satellite Risk Management Program.  (A)Attachment of In-Orbit Insurance.  Any
In-Orbit Insurance procured with respect to a Covered Satellite shall attach
(A) upon the expiration of the Launch Insurance or any In-Orbit Insurance
then in effect, as the case may be, (B) as may be required under the terms
of the Satellite Risk Management Program, or (C) upon the withdrawal of
such Covered Satellite from the Satellite Risk Management Program, and in each
such case shall continue in full force and effect until the Commitments shall
have been terminated and all amounts owing hereunder shall have been paid in
full or until such Covered Satellite is placed back into the Satellite Risk
Management Program in accordance with its terms.  (B)Terms of In-Orbit Insurance.  Any
In-Orbit Insurance procured with respect to a Covered Satellite:  (1)shall provide coverage for all of the risks
of loss of and damage to such Covered Satellite (other than the risks borne by
the relevant Launch Services Provider pursuant to any launch risk guarantee in
accordance with the terms of the applicable Launch Services Agreement or by the
relevant Satellite Manufacturer pursuant to the terms of the applicable
Satellite Purchase Agreement), including for partial loss, constructive total
loss and total loss, subject to (x) Acceptable Exclusions, (y)  88


such other exclusions or limitations
of coverage applicable to all satellites of the same model or relating to
systemic anomalies as are then customary in the satellite insurance market and
as are reasonably acceptable to the Administrative Agent, and (z) such specific
exclusions applicable to the performance of such Covered Satellite as are
reasonably accepted by the board of directors in order to obtain In-Orbit
Insurance for such Covered Satellite for a price that is, and on other terms
and conditions that are, commercially reasonable;  (2)shall be in an amount not less than 33% of
the aggregate book value of all Covered Satellites insured in accordance with
Section 9.3(b)(iii) (it being understood that any Covered Satellite protected
by an In-Orbit Spare Satellite shall be deemed to be insured for 100% of its
book value) (with the allocation of such insurance among such Covered Satellites
being in the Borrowers discretion); in the event any loss, damage or failure
affecting a Covered Satellite or the expiration and non-renewal of an insurance
policy for a Covered Satellite resulting from a claim of loss under such policy
that causes a failure to comply with this clause (2), the Borrower and its
Restricted Subsidiaries shall be deemed to be in compliance with this clause
(2) for the 120 days immediately following such loss, damage or failure or
policy expiration, provided that
the Borrower procures such insurance or In-Orbit Space Satellite as necessary
to comply with this clause (2) within such 120 day period;  (3)shall name the applicable Satellite Purchaser
as the named insured and the Collateral Trustee as additional insured and loss
payee as its interests may appear (except that, in the case of Covered
Satellites that are financed with Indebtedness permitted by Section 10.1, such
In-Orbit Insurance shall name the respective holder of such Indebtedness,
together with the Collateral Trustee, as loss payees as their interests may
appear), provided that (x) in the case of any such endorsement as
additional insured to be delivered by the Closing Date, the Administrative
Agent may consent to such endorsement being delivered at such later date as it
deems appropriate in the circumstances (y) in the case of any Covered Satellite
that is not owned by the Borrower or any Guarantor or that is subject to a Lien
permitted by Section 10.2(c), (f) or (g) and the terms of the Indebtedness
secured by such Lien prohibit the assignment of, or granting of a security
interest in such Covered Satellite, the Collateral Trustee shall not be named
as a loss payee with respect to such Covered Satellite;  (4)shall provide that it will not be canceled or
reduced, amended or allowed to lapse without renewal, except after not less
than 30 days prior notice to the Administrative Agent or not less than 15 days
prior notice to the Administrative Agent if 30 days is not then commercially
available at a reasonable cost; and  89


(5)shall, in the case of a Satellite a portion
of which is owned by the Borrower or any of its Restricted Subsidiaries and the
balance of which is owned by any Person that is not an Affiliate of either the
Borrower or any of its Restricted Subsidiaries (other than by reason of the
Borrower or any Restricted Subsidiary holding an equity interest in such Person),
only be required with respect to that portion of the Satellite that is owned by
the Borrower or any of its Restricted Subsidiaries or for which the Borrower or
any of its Restricted Subsidiaries otherwise retains the risk of loss.  (iv)Third Party Launch Liability Insurance.  The
Borrower will cause each Launch Services Provider to procure and maintain Third
Party Launch Liability Insurance in full force and effect for the period
required under the relevant Launch Services Agreement and to name the
Administrative Agent or Collateral Trustee, as applicable, and the Lenders as
additional insureds thereunder.  (v)Delivery of Insurance Policies.  The
Borrower shall use commercially reasonable efforts to deliver to the
Administrative Agent, or the Collateral Trustee, as the case may be, not later
than 30 days before the then-scheduled launch of any Covered Satellite and,
with respect to In-Orbit Insurance procured, not later than 15 days before the
expiration of the relevant Launch Insurance, a preliminary copy of the Launch
Insurance policy and the In-Orbit Insurance policy, as the case may be, with
respect thereto, and not later than the date on which such insurance is
required to be procured as provided in clause (ii) or clause (iii) above, as
the case may be, shall deliver to the Administrative Agent the final copy of
such policy together with certificates of insurance with respect thereto,
confirming (A) that such insurance is in full force and effect as of such date,
(B) the names and percentages of the relevant insurance companies, (C) the
amount and expiration dates of such policy, (D) that all premiums and other
amounts due for such insurance have been paid in full, (E) that, in the
relevant brokers opinion, such policy is in compliance with this Section 9.3,
and (F) that the Collateral Trustee (and, in the case of Third Party Launch
Liability Insurance policies, the Lenders) is named as additional insured and
the Collateral Trustee is named as loss payee thereunder as its interests may
appear, to the extent required hereby.  (c)Procurement
of Insurance by Administrative Agent. 
Without limiting the obligations of the Borrower under this Section 9.3,
in the event the Borrower or any Restricted Subsidiary shall fail to maintain
in full force and effect insurance as required by this Section 9.3, then the
Administrative Agent may, but shall have no obligation to, upon reasonable
prior notice to the Borrower of its intention to do so, procure insurance
covering the interests of the Lenders and the Administrative Agent in such
amounts and against such risks as are required hereby, and the Borrower shall
reimburse the Administrative Agent in respect of any premiums paid by the
Administrative Agent in respect thereof.  9.4.Payment
of Taxes.  The Borrower will pay
and discharge, and will cause each of the Subsidiaries to pay and discharge,
all material taxes, assessments and governmental charges or levies imposed upon
it or upon its income or profits, or upon any properties belonging  90


to it, prior to the date on
which material penalties attach thereto, and all lawful material claims that,
if unpaid, could reasonably be expected to become a material Lien upon any
properties of the Borrower or any of the Restricted Subsidiaries, provided
that neither the Borrower, nor any of the Subsidiaries shall be required to pay
any such tax, assessment, charge, levy or claim that is being contested in good
faith and by proper proceedings if it has maintained adequate reserves (in the
good faith judgment of the management of the Borrower) with respect thereto in
accordance with GAAP and the failure to pay could not reasonably be expected to
result in a Material Adverse Effect.  9.5.Consolidated Corporate Franchises.  The Borrower will do, and will cause each
Material Subsidiary to do, or cause to be done, all things necessary to
preserve and keep in full force and effect its existence, corporate rights and
authority, except to the extent that the failure to do so could not reasonably
be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries
may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.  9.6.Compliance with Statutes,
Regulations, etc.  The Borrower will,
and will cause each Subsidiary to, comply with all applicable laws, rules,
regulations and orders applicable to it or its property (including all FCC
Licenses and all other governmental approvals or authorizations required to
launch and operate the Satellites and the TT&C Stations related thereto)
and to transmit signals to and receive transmissions from the Satellites, and
to maintain all such FCC Licenses and other governmental approvals or
authorizations in full force and effect, in each case except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect (it
being understood that any failure as it may relate to any FCC License for a
Satellite that is yet to be launched shall not, in itself, be considered or
deemed to result in a Material Adverse Effect).  9.7.ERISA.  Promptly after the Borrower or any Subsidiary
or any ERISA Affiliate knows or has reason to know of the occurrence of any of
the following events that, individually or in the aggregate (including in the
aggregate such events previously disclosed or exempt from disclosure hereunder,
to the extent the liability therefor remains outstanding), would be reasonably
likely to have a Material Adverse Effect, the Borrower will deliver to each of
the Lenders a certificate of an Authorized Officer or any other senior officer
of the Borrower setting forth details as to such occurrence and the action, if
any, that the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices (required, proposed or otherwise)
given to or filed with or by the Borrower, such Subsidiary, such ERISA
Affiliate, the PBGC, a Plan participant (other than notices relating to an
individual participants benefits) or the Plan administrator with respect
thereto:  that a Reportable Event has
occurred; that an accumulated funding deficiency has been incurred or an
application is to be made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code with respect to a Plan; that a Plan having an Unfunded Current
Liability has been or is to be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA (including the giving of written notice
thereof); that a Plan has an Unfunded Current Liability that has or will result
in a lien under ERISA or the Code; that proceedings will be or have been instituted
to terminate a Plan having an Unfunded Current Liability (including the giving
of  91


written notice thereof); that a
proceeding has been instituted against the Borrower, a Subsidiary or an ERISA
Affiliate pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; that the PBGC has notified the Borrower, any Subsidiary
or any ERISA Affiliate of its intention to appoint a trustee to administer any
Plan; that the Borrower, any Subsidiary or any ERISA Affiliate has failed to
make a required installment or other payment pursuant to Section 412 of the
Code with respect to a Plan; or that the Borrower, any Subsidiary or any ERISA
Affiliate has incurred or will incur (or has been notified in writing that it
will incur) any liability (including any contingent or secondary liability) to
or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062,
4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code.  9.8.Maintenance of Properties.  The Borrower will, and will cause each of its
Restricted Subsidiaries to, keep and maintain all property material to the
conduct of its business in good working order and condition, ordinary wear and
tear excepted, which shall include, in the case of Satellites (other than
Satellites yet to be launched), the provision of tracking, telemetry, control
and monitoring of Satellites in their designated orbital positions in
accordance with prudent and diligent standards in the commercial satellite
industry, except to the extent that the failure to do so could reasonably be
expected to have a Material Adverse Effect.  9.9.Transactions with Affiliates.  The Borrower will conduct, and cause each of
the Restricted Subsidiaries to conduct, all transactions with any of its
Affiliates (other than Borrower or its Restricted Subsidiaries) on terms that
are substantially as favorable to the Borrower or such Restricted Subsidiary as
it would obtain in a comparable arms-length transaction with a Person that is
not an Affiliate, provided that the foregoing restrictions shall not
apply to (a) the payment of customary annual fees the Sponsors for
management, consulting and financial services rendered to the Borrower and the
Subsidiaries and customary investment banking fees paid to the Sponsors for
services rendered to the Borrower and the Subsidiaries in connection with
divestitures, acquisitions, financings and other transactions,
(b) customary fees paid to members of the board of directors of the
Borrower and the Subsidiaries and (c) transactions permitted by Section 10.6.  9.10.End of Fiscal Years; Fiscal Quarters.  The Borrower will, for financial reporting
purposes, cause (a) each of its, and each of its Subsidiaries, fiscal years to
end on December 31 of each year and (b) each of its, and each of its
Subsidiaries, fiscal quarters to end on dates consistent with such fiscal
year-end and the Borrowers past practice; provided, however, that the Borrower may, upon written
notice to the Administrative Agent, change the financial reporting convention
specified above to any other financial reporting convention reasonably acceptable
to the Administrative Agent, in which case the Borrower and the Administrative
Agent will, and are hereby authorized by the Lenders to, make any adjustments
to this Agreement that are necessary in order to reflect such change in financial
reporting.  9.11.Additional Guarantors and Grantors.  Except as set forth in
Section 10.1(A)(j) or (A)(k), the Borrower will cause (i) each direct or
indirect Domestic Subsidiary (other than any Unrestricted Subsidiary or any Domestic
Subsidiary owned by a Foreign Subsidiary) formed or otherwise purchased or
acquired after the date hereof (including pursuant to a Permitted Acquisition),
(ii) each Subsidiary (other than any Unrestricted Subsidiary) that is not
a  92


Domestic Subsidiary on the date
hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted
Subsidiary) and (iii) each inactive Subsidiary listed on Schedule 1.1(d)
(unless such Subsidiary is designated an Unrestricted Subsidiary in accordance
with terms of this Agreement) which acquires any material assets or is otherwise
no longer deemed inactive, in each case to execute a supplement to each of the
Guarantee and the Security Agreements, substantially in the form of Annex B or
Annex 1, as applicable, to the respective agreement in order to become a
Guarantor under the Guarantee and a grantor under the Security Agreements (it being
understood that any such property constituting Principal Property under the
Senior 1998 Notes Indenture shall be subjected to Liens under the applicable
Security Documents in favor or the Collateral Trustee, and all other property
shall be subject to Liens under the applicable Security Documents in favor of
the Administrative Agent).  9.12.Pledges of Additional Stock and
Evidence of Indebtedness. 
(a)  Except as set forth in
Section 10.1(A)(j) or (A)(k), the Borrower will pledge, and, if applicable,
will cause each Domestic Subsidiary to pledge, to the Administrative Agent or
the Collateral Trustee, as applicable, for the benefit of the Secured Parties,
(i) all the capital stock of each Domestic Subsidiary (other than any
Unrestricted Subsidiary or any Domestic Subsidiary owned by a Foreign
Subsidiary), Minority Investment and each Foreign Subsidiary (other than an
Unrestricted Subsidiary or any capital stock representing in excess of 65% of
the issued and outstanding capital stock in any Foreign Subsidiary) held by the
Borrower or a Domestic Subsidiary, in each case, formed or otherwise purchased
or acquired after the date hereof, in each case pursuant to a supplement to the
Pledge Agreements in form and substance reasonably satisfactory to the Administrative
Agent, (ii) all evidences of Indebtedness in excess of $1,000,000 received
by the Borrower or any of the Domestic Subsidiaries (other than any Unrestricted
Subsidiary) in connection with any disposition of assets pursuant to Section 10.4(b),
in each case pursuant to a supplement to the Pledge Agreements, substantially
in the form of Annex A thereto and (iii) any global promissory notes
executed after the date hereof evidencing Indebtedness of the Borrower, each
Subsidiary and each Minority Investment that is owing to the Borrower or any
Domestic Subsidiary (other than any Unrestricted Subsidiary), in each case pursuant
to a supplement to the Pledge Agreements, substantially in the form of Annex A
thereto (it being understood that any such capital stock or evidence of
Indebtedness described in clauses (i), (ii) or (iii) above issued by a Restricted
Subsidiary (as described in the Senior 1998 Notes Indenture) shall be
subjected to Liens under the applicable Security Documents in favor of the Collateral
Trustee, and all other capital stock or evidence of Indebtedness shall be
subject to Liens under the applicable Security Documents in favor of the Administrative
Agent).  (b)The
Borrower agrees that all Indebtedness in excess of $1,000,000 of the Borrower
and each Subsidiary that is owing to any Credit Party to the Pledge Agreement
shall be evidenced by one or more global promissory notes.  9.13.Use
of Proceeds.  The Borrower will
use the Letters of Credit and the proceeds of all Loans for the purposes set
forth in the introductory statement to this Agreement.  9.14.Changes
in Business.  (a)  The Borrower and the Subsidiaries, taken as a
whole, will not fundamentally and substantively alter the character of their
business, taken as a  93


whole, from the business
conducted by the Borrower and the Subsidiaries, taken as a whole, on the
Closing Date and other business activities incidental or related to any of the
foregoing.  (b)No
License Subsidiary will engage in any line or lines of business activity other
than to hold FCC Licenses issued to it and to enter into arrangements with the
Borrower or other Restricted Subsidiaries (other than other License
Subsidiaries) to manage and operate such FCC Licenses under its direction and
control, in each case to the maximum extent permitted by applicable law.  The Borrower will cause all Subject Licenses
at all times to be held in the name of a License Subsidiary (which shall be the
sole legal and beneficial owner thereof). 
Any license issued after the date hereof by the FCC that constitutes a
Subject License shall be held in the name of a License Subsidiary (which shall
be the sole legal and beneficial owner thereof).  9.15.Further
Assurances.  (a)  The Borrower will, and will cause each other
Credit Party to, execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, fixture filings, mortgages, deeds
of trust and other documents), which may be required under any applicable law,
or which the Administrative Agent or the Required Lenders may reasonably
request, in order to grant, preserve, protect and perfect the validity and
priority of the security interests created or intended to be created by the
Security Agreements, the Pledge Agreements or any Mortgage, all at the expense
of the Borrower and the Restricted Subsidiaries (it being understood that any
such property constituting Principal Property under the Senior 1998 Notes
Indenture shall be subjected to Liens under the applicable Security Documents
in favor of the Collateral Trustee, and all other property shall be subject to
Liens under the applicable Security Documents in favor of the Administrative
Agent).  (b)If
any assets (including any real estate or improvements thereto or any interest
therein) with a book value or fair market value in excess of $1,000,000 are
acquired by the Borrower or any other Credit Party after the Closing Date
(other than assets constituting Collateral under the Security Agreements that become
subject to the Lien of the Security Agreement upon acquisition thereof) that
are of the nature secured by the Security Agreements or any Mortgage, as the
case may be, the Borrower will notify the Administrative Agent and the Lenders
thereof, and, if requested by the Administrative Agent or the Required Lenders,
the Borrower will cause such assets to be subjected to a Lien securing the applicable
Obligations and will take, and cause the other Credit Parties to take, such
actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens consistent with the applicable
requirements of the Security Documents, including actions described in paragraph
(a) of this Section 9.15, all at the expense of the Credit Parties.  Any Mortgage delivered to the Administrative
Agent in accordance with the preceding sentence shall be accompanied by (x) a
policy or policies of title insurance issued by a nationally recognized title
insurance company insuring the Lien of each Mortgage as a valid first Lien on
the Mortgaged Property described therein, free of any other Liens except as
expressly permitted by Section 10.2, together with such endorsements,
coinsurance and reinsurance as the Administrative Agent may reasonably request
and (y) an opinion of local counsel to the Borrower (or in the event a
Subsidiary of the Borrower is the mortgagor, to such Subsidiary) substantially
in the form of Exhibit I-4 (it being understood that any such property
constituting Principal Property under the Senior 1998 Notes Indenture shall
be subjected to Liens under the applicable Security Documents in favor of the
Collateral Trustee,  94


and
all other property shall be subject to Liens under the applicable Security
Documents in favor of the Administrative Agent).  Any provision contained herein or in the
Security Documents to the contrary notwithstanding, the Collateral shall not
include at any time any FCC License to the extent (but only to the extent) that
at such time the Administrative Agent may not validly possess a security
interest therein pursuant to the Communications Act of 1934, as amended, and
the regulations promulgated thereunder, as in effect at such time, but the
Collateral shall include, to the maximum extent permitted by law, all rights
incident or appurtenant to the FCC Licenses and the right to receive all
proceeds derived from or in connection with the sale, assignment or transfer of
the FCC Licenses.  9.16.Accessand Command Codes.  (a) 
The Borrower will, and will cause each of its Restricted Subsidiaries,
at the request of the Administrative Agent to use commercially reasonable
efforts to obtain promptly from each provider (other than the Borrower) of
tracking, telemetry, control and monitoring services for any Satellite,
consents and agreements with the Collateral Trustee to:  (i)deliver expeditiously to the Collateral
Trustee, upon notification by the Administrative Agent that an acceleration
pursuant to Section Eleven has occurred, subject to having obtained any consent
or approval of, or registration or filing with, any Governmental Authority for
such delivery, all access codes, command codes and command encryption necessary
to establish access to and perform tracking, telemetry, control and monitoring
of any such Satellite, including activation and control of any spacecraft
subsystems and payload components and the transponders thereon;  (ii)take commercially reasonable steps necessary,
upon notification by the Administrative Agent that an acceleration pursuant to
Section Eleven has occurred, to obtain any consent or approval of, or
registration or filing with, any Governmental Authority required to effect any
transfer of operational control over any such Satellite and related technical
data (including any license approving the export or re-export of such Satellite
to any Person or Persons as designated by the Administrative Agent); and  (iii)deliver to the Collateral Trustee written
evidence of the issuance of any such consent, approval, registration or filing
once such consent, approval, registration or filing has been obtained;  (b)if, after having used its commercially
reasonable efforts to obtain the consents and agreements referred to in clause
(i) above, any such consents or agreements shall not have been so obtained,
instruct each such provider of tracking, telemetry, control and monitoring
services (and each Satellite Manufacturer in respect of Satellites that have
yet to be launched, to the extent that the Borrower or a Restricted Subsidiary
does not have in its possession all items referred to in clause (iii) below) to
cooperate in providing the access codes, command codes and command encryption
referred to in said clause (i), in each case subject to having obtained any
consent or approval of, or registration or filing with, any Governmental
Authority for such delivery; and  (c)at any time upon an acceleration pursuant to
Section Eleven, and upon notification thereof by the Administrative Agent, to
promptly deliver to the Collateral Trustee, subject  95


to having obtained any requisite consent or
approval of, or registration or filing with, any Governmental Authority for
such delivery, all access codes, command codes and command encryption
necessary, in the sole judgment of the Administrative Agent, to establish
access to and perform tracking, telemetry, control and monitoring of any
Satellite, including activation and control of any spacecraft subsystems and
payload components and the transponders thereon and any changes to or
modifications of such codes and encryption.  9.17.TTC&M Providers. 
The Borrower will, and will use its commercially reasonable efforts to
cause each provider (other than the Borrower) of tracking, telemetry, control
and monitoring services for any Satellite to agree to, not change any access
codes, command codes or command encryption necessary to establish access to and
perform tracking, telemetry, control and monitoring of each Satellite at any
time that an Event of Default exists and such provider of tracking, telemetry,
control and monitoring services, as the case may be, has been notified by the
Borrower or the Administrative Agent thereof, without promptly furnishing to
the Administrative Agent the new access codes, command codes and command
encryption necessary to establish access to and perform tracking, telemetry,
control and monitoring of such Satellite, once such access codes, command codes
and command encryption have been delivered to the Administrative Agent pursuant
to this Section 9.17.  9.18.Maintenance of Rating of Facilities.  Borrower will cause a senior
secured credit rating with respect to the Credit Facilities from each of
S&P and Moodys to be available at all times thereafter until the last Maturity
Date under this Agreement.  9.19.Tender Payments.  Within ten (10) days of the
Closing Date, the Borrower shall (a) waive any remaining conditions
precedent relating to the Tender Offer and (b) make any payments required
to be made pursuant to the Tender Offer relating to the Existing Senior Notes
and 2005 Notes.  SECTION 10.Negative Covenants  The Borrower hereby covenants and agrees that on the
Closing Date and thereafter, until the Commitments, the Swingline Commitment
and each Letter of Credit have terminated and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder, are
paid in full:  10.1.Limitation on Indebtedness.  (A) 
The Borrower will not, and will not permit any of the Restricted
Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness,
except:  (a)Indebtedness arising under the Credit
Documents;  (b)Indebtedness of (i) the Borrower to any
Subsidiary of the Borrower and (ii) subject to compliance with Section
10.5(g), any Subsidiary to the Borrower or any other Restricted Subsidiary of
the Borrower;  (c)Indebtedness in respect of any bankers
acceptance, letter of credit, warehouse receipt or similar facilities entered
into in the ordinary course of business;  96


(d)except as provided in clauses (j) and (k)
below, subject to compliance with Section 10.5(g), Guarantee Obligations (A)
incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the
Borrower or other Restricted Subsidiaries that is permitted to be incurred
under this Agreement and (ii) the Borrower in respect of Indebtedness of
the Restricted Subsidiaries that is permitted to be incurred under this
Agreement, provided that there shall be no Guarantee (a) by a
Restricted Foreign Subsidiary or another Restricted Subsidiary that is not a
Guarantor of any Indebtedness of the Borrower and (b) in respect of the
Senior Notes or Permitted Additional Notes, unless such Guarantee is made by a
Guarantor and such Guarantee is unsecured (and subordinated in the case of
Permitted Additional Notes that are subordinated) or (B) in respect of any
India Tax Obligations;  (e)Guarantee Obligations incurred in the
ordinary course of business in respect of obligations of suppliers, customers,
franchisees, lessors and licensees;  (f)(i) Indebtedness (including Indebtedness
arising under Capital Leases) incurred within 270 days of the acquisition,
construction or improvement of fixed or capital assets to finance the
acquisition, construction or improvement of such fixed or capital assets or
otherwise incurred in respect of Capital Expenditures permitted by Section
10.11, (ii) Indebtedness arising under Capital Leases entered into in
connection with Permitted Sale Leasebacks and (iii) Indebtedness arising
under Capital Leases, other than Capital Leases in effect on the date hereof
and Capital Leases entered into pursuant to subclauses (i) and (ii) above,
provided, that the aggregate amount of Indebtedness incurred pursuant to
this subclause (iii) shall not exceed $75,000,000 at any time outstanding,
and (iv) any refinancing, refunding, renewal or extension of any
Indebtedness specified in subclause (i), (ii) or (iii) above, provided
that the principal amount thereof is not increased above the principal amount
thereof outstanding immediately prior to such refinancing, refunding, renewal
or extension;  (g)Indebtedness outstanding on the date hereof
(other than the Senior 1998 Notes) and listed on Schedule 10.1 and
any refinancing, refunding, renewal or extension thereof, provided that
(i) the principal amount thereof is not increased above the principal
amount thereof outstanding immediately prior to such refinancing, refunding,
renewal or extension, except to the extent otherwise permitted hereunder and
(ii) the direct and contingent obligors with respect to such Indebtedness
are not changed;  (h)Indebtedness in respect of Hedge Agreements;  (i)Indebtedness in respect of the Senior Notes
in an aggregate principal amount not to exceed $1,010,000,000 (or such lesser
aggregate principal amount as may be incurred on the Closing Date);  (j)(i) Indebtedness of a Person or
Indebtedness attaching to assets of a Person that, in either case, becomes a
Restricted Subsidiary or Indebtedness attaching to assets that are acquired by
the Borrower or any Restricted Subsidiary, in each case after the Closing Date
as the result of a Permitted Acquisition, provided that (w) such
Indebtedness  97


existed
at the time such Person became a Restricted Subsidiary or at the time such
assets were acquired and, in each case, was not created in anticipation
thereof, (x) such Indebtedness is not guaranteed in any respect by the
Borrower or any Restricted Subsidiary (other than by any such person that so
becomes a Restricted Subsidiary) and (y)(A) the capital stock of such
Person is pledged to the Administrative Agent or the Collateral Trustee, as
applicable, to the extent required under Section 9.12 and (B) such Person
executes a supplement to each of the Guarantee, the Security Agreements and the
Pledge Agreements (or alternative guarantee and security arrangements in
relation to the Obligations reasonably acceptable to the Administrative Agent
or the Collateral Trustee, as applicable) to the extent required under
Section 9.11 or 9.12, as applicable, provided that the requirements
of this subclause (y) shall not apply to an aggregate amount at any time
outstanding of up to (and including) the Guarantee and Collateral Exception
Amount at such time of the aggregate of (1) such Indebtedness and
(2) all Indebtedness as to which the proviso to clause (k)(i)(y) below
then applies, and (ii) any refinancing, refunding, renewal or extension of
any Indebtedness specified in subclause (i) above, provided that,
except to the extent otherwise permitted hereunder, (x) the principal
amount of any such Indebtedness is not increased above the principal amount
thereof outstanding immediately prior to such refinancing, refunding, renewal
or extension and (y) the direct and contingent obligors with respect to
such Indebtedness are not changed;  (k)(i) Indebtedness of the Borrower or any
Restricted Subsidiary (including any Permitted Additional Notes) incurred to
finance a Permitted Acquisition, provided that (x) except in the
case of Permitted Additional Notes, such Indebtedness is not guaranteed in any
respect by any Restricted Subsidiary (other than any Person acquired (the acquired
Person) as a result of such Permitted Acquisition or the Restricted
Subsidiary so incurring such Indebtedness) or, in the case of Indebtedness of
any Restricted Subsidiary, subject to compliance with Section 10.5(h), by the
Borrower and (y)(A) the Borrower pledges the capital stock of such
acquired Person to the Administrative Agent or the Collateral Trustee, as
applicable, to the extent required under Section 9.12 and (B) such
acquired Person executes a supplement to the Guarantee, the Security Agreements
and the Pledge Agreements (or alternative guarantee and security arrangements
in relation to the Obligations reasonably acceptable to the Administrative
Agent) to the extent required under Section 9.11 or 9.12, as applicable, provided
that the requirements of this subclause (y) shall not apply to an aggregate
amount at any time outstanding of up to (and including) the amount of the
Guarantee and Collateral Exception Amount at such time of the aggregate of
(1) such Indebtedness and (2) all Indebtedness as to which the
proviso to clause (j)(i)(y) above then applies, and (ii) any refinancing,
refunding, renewal or extension of any such Indebtedness, provided that
(x) the principal amount of any such Indebtedness is not increased above the
principal amount thereof outstanding immediately prior to such refinancing,
refunding, renewal or extension and (y) the direct and contingent obligors
with respect to such Indebtedness are not changed, except to the extent
otherwise permitted hereunder;  (l)Indebtedness in respect of performance bonds,
bid bonds, appeal bonds, surety bonds and completion guarantees and similar
obligations not in connection with money borrowed, in each case provided in the
ordinary course of business, including  98


those
incurred to secure health, safety and environmental obligations in the ordinary
course of business;  (m)(i) Indebtedness incurred in connection
with any Permitted Sale Leaseback (provided that the Net Cash Proceeds
thereof are promptly applied to the extent required by Section 5.2) and
(ii) any refinancing, refunding, renewal or extension of any Indebtedness
specified in subclause (i) above, provided that, except to the
extent otherwise permitted hereunder, (x) the principal amount of any such
Indebtedness is not increased above the principal amount thereof outstanding
immediately prior to such refinancing, refunding, renewal or extension and
(y) the direct and contingent obligors with respect to such Indebtedness
are not changed;  (n)(i) additional Indebtedness and
(ii) any refinancing, refunding, renewal or extension of any Indebtedness
specified in subclause (i) above; provided that the aggregate
amount of Indebtedness incurred and remaining outstanding pursuant to this
clause (n) shall not at any time exceed $150,000,000; provided, however,
not more than $75,000,000 in aggregate principal amount of Indebtedness of the
Borrower or any Restricted Subsidiary (other than a Restricted Foreign Subsidiary)
incurred under this clause (n) shall be secured;  (o)Indebtedness in respect of Permitted
Additional Notes to the extent that the Net Cash Proceeds therefrom are,
immediately after the receipt thereof, applied to the prepayment of Term Loans
in accordance with Section 5.2;  (p)Indebtedness under the Senior 1998 Notes and
any refinancing, refunding, renewal or extension thereof, provided that
the same does not increase, other than for amounts attributable to premium and
expenses, the principal amount or shorten the maturity thereof (it being
understood that any replacement or refinancing thereof shall in any event be
unsecured), provided, further, that in connection with any such
refinancing, refunding, renewal or extension that shall require any modifications
to the Security Documents, such modifications shall be in form and substance
reasonably satisfactory to the Administrative Agent; and  (q)(i) the 2005 Unpaid Refinancing Amount
for a period of up to sixty-five (65) days after the Closing Date, (ii) the
2012 Unpaid Refinancing Amount and (iii) the Existing Senior Notes for a period
of up to thirty (30) days after the Closing Date.  (B)The Borrower will not issue any preferred
stock or other preferred equity interests other than Qualified PIK Securities.  10.2.Limitation on Liens.  The Borrower will not, and will not permit
any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any Restricted Subsidiary, whether now owned or
hereafter acquired, except:  (a)Liens arising under the Credit Documents;  99


(b)Permitted Liens;  (c)Liens securing Indebtedness permitted pursuant
to Section 10.1(A)(f), provided that such Liens attach at all times
only to the assets so financed, and Liens on the assets of Foreign Subsidiaries
securing Indebtedness permitted pursuant to Section 10.1(A)(n);  (d)Liens existing on the date hereof and listed
on Schedule 10.2;  (e)the replacement, extension or renewal of any
Lien permitted by clauses (a) through (d) above and clause (f) of this Section
10.2 upon or in the same assets theretofore subject to such Lien or the
replacement, extension or renewal (without increase in the amount or change in
any direct or contingent obligor except to the extent otherwise permitted
hereunder) of the Indebtedness secured thereby;  (f)Liens existing on the assets of any Person
that becomes a Restricted Subsidiary, or existing on assets acquired, pursuant
to a Permitted Acquisition to the extent the Liens on such assets secure
Indebtedness permitted by Section 10.1(A)(j), provided that such
Liens attach at all times only to the same assets that such Liens attached to,
and secure only the same Indebtedness that such Liens secured, immediately
prior to such Permitted Acquisition;  (g)(i) Liens placed upon the capital stock of
any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to
secure Indebtedness of the Borrower or any other Restricted Subsidiary in an
aggregate amount at any time outstanding not to exceed the Guarantee and
Collateral Exception Amount incurred pursuant to Section 10.1(A)(k) in
connection with such Permitted Acquisition and (ii) Liens placed upon the
assets of such Restricted Subsidiary to secure a guarantee by such Restricted
Subsidiary of any such Indebtedness of the Borrower or any other Restricted
Subsidiary in an aggregate amount at any time outstanding not to exceed the Guarantee
and Collateral Exception Amount;  (h)additional Liens so long as the aggregate
principal amount of the obligations so secured does not exceed $75,000,000 at
any time outstanding; and  (i)Liens under the Senior 1998 Notes, so long as
the Senior 1998 Notes are required to be secured by equal and ratable Liens; provided
that such Liens are subject to the Intercreditor and Collateral Trust
Agreement.  10.3.Limitation on Fundamental Changes.  Except as expressly permitted by
Section 10.4 or 10.5, the Borrower will not, and will not permit any of
the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of,
all or substantially all its business units, assets or other properties, except
that:  (a)any Subsidiary (other than a License
Subsidiary) of the Borrower or any other Person may be merged or consolidated
with or into the Borrower, provided that  100


(i) the
Borrower shall be the continuing or surviving corporation or the Person formed
by or surviving any such merger or consolidation (if other than the Borrower)
shall be an entity organized or existing under the laws of the United States,
any state thereof, the District of Columbia or any territory thereof (the
Borrower or such Person, as the case may be, being herein referred to as the Successor
Borrower), (ii) the Successor Borrower (if other than the Borrower)
shall expressly assume all the obligations of the Borrower under this Agreement
and the other Credit Documents pursuant to a supplement hereto or thereto in
form reasonably satisfactory to the Administrative Agent, (iii) no Default
or Event of Default would result from the consummation of such merger or
consolidation, (iv) the Successor Borrower shall be in compliance, on a
pro forma basis after giving effect to such merger or consolidation, with the
covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed
as at the last day of the most recently ended Test Period under such Section as
if such merger or consolidation had occurred on the first day of such Test
Period, (v) each Guarantor, unless it is the other party to such merger or
consolidation, shall have by a supplement to the Guarantee confirmed that its
Guarantee shall apply to the Successor Borrowers obligations under this
Agreement, (vi) each Subsidiary grantor and each Subsidiary pledgor, unless
it is the other party to such merger or consolidation, shall have by a
supplement to the Security Agreements or the Pledge Agreements, as applicable,
confirmed that its obligations thereunder shall apply to the Successor Borrowers
obligations under this Agreement, (vii) each mortgagor of a Mortgaged Property,
unless it is the other party to such merger or consolidation, shall have by an
amendment to or restatement of the applicable Mortgage confirmed that its
obligations thereunder shall apply to the Successor Borrowers obligations
under this Agreement, and (viii) the Borrower shall have delivered to the
Administrative Agent an officers certificate and an opinion of counsel, each
stating that such merger or consolidation and such supplement to this Agreement
or any Security Document comply with this Agreement; provided, further,
that if the foregoing are satisfied, the Successor Borrower (if other than the
Borrower) will succeed to, and be substituted for, the Borrower under this
Agreement;  (b)any Subsidiary of the Borrower (other than a
License Subsidiary) or any other Person may be merged, amalgamated or
consolidated with or into any one or more Subsidiaries of the Borrower, provided
that (i) in the case of any merger, amalgamation or consolidation
involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary
shall be the continuing or surviving corporation or (B) the Borrower shall
take all steps necessary to cause the Person formed by or surviving any such
merger, amalgamation or consolidation (if other than a Restricted Subsidiary)
to become a Restricted Subsidiary, (ii) in the case of any merger,
amalgamation or consolidation involving one or more Guarantors, a Guarantor
shall be the continuing or surviving corporation or the Person formed by or
surviving any such merger, amalgamation or consolidation (if other than a
Guarantor) shall execute a supplement to the Guarantee Agreement, the Pledge
Agreements and the Security Agreements and any applicable Mortgage in form and
substance reasonably satisfactory to the Administrative Agent or Collateral
Trustee, as applicable, in order to become a Guarantor and pledgor, mortgagor
and grantor of Collateral for the benefit of the Secured Parties, (iii) no
Default or Event of Default would result from the consummation of such merger,
amalgamation or consolidation, (iv) the Borrower  101


shall
be in compliance, on a pro forma basis after giving effect to such merger,
amalgamation or consolidation, with the covenants set forth in
Sections 10.9 and 10.10, as such covenants are recomputed as at the last
day of the most recently ended Test Period under such Section as if such merger
or consolidation had occurred on the first day of such Test Period, and (v) the
Borrower shall have delivered to the Administrative Agent an officers
certificate stating that such merger, amalgamation or consolidation and such
supplements to any Security Document comply with this Agreement;  (c)any Restricted Subsidiary (other than a
License Subsidiary) that is not a Guarantor may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to the Borrower, a Guarantor or any other Restricted Subsidiary of
the Borrower;  (d)any Guarantor may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to the Borrower or any other Guarantor;  (e)any Restricted Subsidiary (other than a
License Subsidiary) may liquidate or dissolve if (x) the Borrower determines in
good faith that such liquidation or dissolution is in the best interests of the
Borrower and is not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary
is a Credit Party, any assets or business not otherwise disposed of or
transferred in accordance with Section 10.4 or 10.5, or, in the case of any
such business, discontinued, shall be transferred to, or otherwise owned or
conducted by, another Credit Party after giving effect to such liquidation or
dissolution; and  (f)any License Subsidiary may (i) be merged
or consolidated with any other License Subsidiary, (ii) sell, lease,
transfer or otherwise dispose of any or all of its property (upon voluntary
liquidation or otherwise) only to another License Subsidiary, (iii) sell,
transfer or otherwise dispose of capital stock or other ownership interest of
such License Subsidiary only to a Credit Party.  10.4.Limitation on Sale of Assets.  The Borrower will not, and will not permit
any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including receivables and leasehold interests), whether now owned or hereafter
acquired (other than any such sale, transfer, assignment or other disposition
resulting from any casualty or condemnation, of any assets of the Borrower or
the Restricted Subsidiaries) or (ii) sell to any Person (other than the
Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiarys
capital stock, except that:  (a)the Borrower and the Restricted Subsidiaries
may sell, transfer or otherwise dispose of used or surplus equipment, vehicles,
inventory and other assets in the ordinary course of business;  (b)the Borrower and the Restricted Subsidiaries
may sell, transfer or otherwise dispose of other assets (other than accounts
receivable) for fair value, provided that (i) the total non-cash
consideration received since the Closing Date in respect of sales,  102


transfers
and dispositions for which less than 50% of such consideration consisted of
cash shall not exceed $250,000,000 (it being agreed that, with respect to any
one or more sale, transfer or disposition in which such $250,000,000 limitation
is exceeded, at least 50% of the portion of the consideration in excess of the
then available portion of such $250,000,000 shall consist of cash),
(ii) any non-cash proceeds received are pledged to the Administrative
Agent to the extent required under Section 9.12, (iii) with respect to any
such sale, transfer or disposition (or series of related sales, transfers or
dispositions), the Borrower shall be in compliance, on a pro forma basis after
giving effect to such sale, transfer or disposition, with the covenants set
forth in Sections 10.9 and 10.10, as such covenants are recomputed as at
the last day of the most recently ended Test Period under such Sections as if
such sale, transfer or disposition had occurred on the first day of such Test
Period, (iv) to the extent applicable, the Net Cash Proceeds thereof to
the Borrower and its Restricted Subsidiaries are promptly applied to the
prepayment and/or commitment reductions as provided for in Section 5.2 and
(v) after giving effect to any such sale, transfer or disposition, no
Default or Event of Default shall have occurred and be continuing;  (c)the Borrower and the Restricted Subsidiaries
may make sales of assets to the Borrower or to any Restricted Subsidiary, provided
that with respect to any such sales to Restricted Subsidiaries that are not
Guarantors (i) such sale, transfer or disposition shall be for fair value,
(ii) the total non-cash consideration received since the Closing Date in
respect of such sales, transfers and dispositions for which less than 50% of
such consideration consisted of cash shall not exceed $250,000,000 (it being
agreed that, with respect to any one or more sale, transfer or disposition in
which such $250,000,000 limitation is exceeded, at least 50% of the portion of
the consideration in excess of the then available portion of such $250,000,000
shall consist of cash) and (iii) any non-cash proceeds received are
pledged to the Administrative Agent to the extent required under Section 9.12;  (d)any Restricted Subsidiary may effect any
transaction permitted by Section 10.3;  (e)in addition to selling or transferring
accounts receivable pursuant to the other provisions hereof, the Borrower and
the Restricted Subsidiaries may (i) sell or discount without recourse accounts
receivable arising in the ordinary course of business in connection with the
compromise or collection thereof and (ii) sell or transfer accounts receivable
and related rights pursuant to customary receivables financing facilities so
long as, in the case of clauses (i) and (ii), the Net Cash Proceeds thereof to
the Borrower and its Restricted Subsidiaries (except in the case of
transactions permitted by Section 10.4(e)(i) to the extent the Net Cash
Proceeds of any such transaction do not exceed $10,000) are promptly applied to
the prepayment and/or commitment reductions as provided for in Section 5.2;  (f)the Borrower and its Restricted Subsidiaries
may lease, or sub-lease, any real property or personal property in the ordinary
course of business; and  103


(g)the Borrower and its Restricted Subsidiaries
may sell or transfer Globo Receivables pursuant to the Purchase Agreement dated
as of August 20, 2004 between DirecTV and the Borrower.  10.5.Limitation on Investments.  The Borrower will not, and will not permit
any of the Restricted Subsidiaries to, make any advance, loan, extensions of
credit or capital contribution to, or purchase any stock, bonds, notes,
debentures or other securities of or any assets of, or make any other
Investment in, any Person, except:  (a)extensions of trade credit and asset purchases
in the ordinary course of business;  (b)Permitted Investments;  (c)loans and advances to officers, directors and
employees of the Borrower or any of its Subsidiaries in an aggregate principal
amount at any time outstanding under this clause (c) not exceeding
$25,000,000;  (d)Investments existing on the date hereof and
listed on Schedule 10.5 and any extensions, renewals or
reinvestments thereof, so long as the aggregate amount of all Investments
pursuant to this clause (d) is not increased at any time above the amount
of such Investments existing on the date hereof;  (e)Investments received in connection with the
bankruptcy or reorganization of suppliers or customers and in settlement of
delinquent obligations of, and other disputes with, customers arising in the
ordinary course of business;  (f)Investments to the extent that payment for
such Investments is made solely with capital stock of the Borrower;  (g)Investments in (i) any Guarantor or the
Borrower and (ii) in Restricted Subsidiaries that are not Guarantors, in
the case of this clause (g)(ii), in an aggregate amount not to exceed
$30,000,000 plus the Applicable Amount at any one time outstanding;  (h)Investments constituting Permitted
Acquisitions;  (i)(i) Investments (including Investments
in Minority Investments and Unrestricted Subsidiaries) and
(ii) Investments in joint ventures or similar entities that do not
constitute Restricted Subsidiaries, in each case, as valued at the fair market
value of such Investment at the time each such Investment is made, (A) in
an amount that, at the time such Investment is made, would not exceed the sum
of (x) the Applicable Amount at such time plus (y) an amount
equal to any repayments, interest, returns, profits, distributions, income and
similar amounts actually received in cash in respect of any such Investment
(which amount shall not exceed the amount of such Investment valued at the fair
market value of such Investment at the time such Investment was made) and/or
(B) in the case of clause (ii) only, in any amount that, at the time such
Investment is made, would be  104


permitted
to be expended as a Capital Expenditure under Section 10.11, to the extent
that (x) such joint venture owns an interest in assets the addition of
which would have been a Capital Expenditure if acquired or constructed, and
owned, directly by the Borrower or a Restricted Subsidiary, and (y) the
ability of the Borrower and/or one or more Restricted Subsidiaries to receive
cash flows attributable to its interest therein substantially as they would if
they directly owned such asset or portion thereof is not prohibited by contract,
applicable law or otherwise,  (j)Investments constituting non-cash proceeds of
sales, transfers and other dispositions of assets to the extent permitted by
Section 10.4(b) or (c);  (k)Investments made to repurchase or retire
common stock of the Borrower owned by any employee stock ownership plan or key
employee stock ownership plan of the Borrower;  (l)Investments permitted under Section 10.6; and  (m)to the extent constituting Investments, any
payments under any contracts to construct, launch, operate or insure Satellites
which contracts are entered into in the ordinary course of business.  10.6.Limitation on Dividends.  The Borrower will not declare or pay any
dividends (other than dividends payable solely in its capital stock) or return
any capital to its stockholders or make any other distribution, payment or
delivery of property or cash to its stockholders as such, or redeem, retire,
purchase or otherwise acquire, directly or indirectly, for consideration, any
shares of any class of its capital stock or the capital stock of any direct or
indirect parent now or hereafter outstanding (or any options or warrants or
stock appreciation rights issued with respect to any of its capital stock), or
set aside any funds for any of the foregoing purposes, or permit any of the
Restricted Subsidiaries to purchase or otherwise acquire for consideration
(other than in connection with an Investment permitted by Section 10.5)
any shares of any class of the capital stock of the Borrower, now or hereafter
outstanding (or any options or warrants or stock appreciation rights issued
with respect to any of its capital stock) (all of the foregoing dividends),
provided that, so long as no Default or Event of Default exists or would
exist after giving effect thereto, (a) the Borrower may redeem in whole or in
part any of its capital stock for another class of capital stock or rights to
acquire its capital stock or with proceeds from substantially concurrent equity
contributions or issuances of new shares of its capital stock, provided
that such other class of capital stock contains terms and provisions at least
as advantageous to the Lenders in all respects material to their interests as
those contained in the capital stock redeemed thereby, (b) the Borrower
may repurchase shares of its capital stock (or any options or warrants or stock
appreciation rights issued with respect to any of its capital stock) held by
officers, directors and employees of the Borrower and its Subsidiaries, so long
as such repurchase is pursuant to, and in accordance with the terms of,
management and/or employee stock plans, stock subscription agreements or
shareholder agreements, (c) the Borrower may declare and pay dividends on
its capital stock, provided that (i) the amount of any such
dividends pursuant to this clause (c) shall not exceed an amount equal to
the Applicable Amount at such time and (d) the Borrower may declare and pay
dividends and/or make distributions to its parent solely to pay administrative
and similar expenses related to ownership of the Borrower, provided that
the amount of such  105


dividends does not exceed in any fiscal year
the amount of such expenses payable for such fiscal year (it being understood
that such expenses shall in no event exceed $1,000,000 in the aggregate per
fiscal year).  10.7.Limitations on Debt Payments and Amendments; Unpaid Refinancing Amount. 
(a)  Except as required pursuant
to Section 9.19, the Borrower will not, and will not permit any Restricted Subsidiary
to, prepay, repurchase or redeem or otherwise defease any Subordinated
Indebtedness; provided, however, that so long as no Default or
Event of Default has occurred and is continuing, the Borrower or any Restricted
Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness
(x) for an aggregate price not in excess of the Applicable Amount at the
time of such prepayment, repurchase or redemption, or (y) with the
proceeds of Subordinated Indebtedness that (1) is permitted by
Section 10.1 (other than Section 10.1(A)(o)) and (2) has terms
material to the interests of the Lenders not materially less advantageous to
the Lenders than those of such Subordinated Indebtedness being refinanced.  (b)The Borrower will not waive, amend, modify,
terminate or release any Subordinated Indebtedness to the extent that any such
waiver, amendment, modification, termination or release would be adverse to the
Lenders in any material respect.  10.8.Limitations on Sale Leasebacks.  The Borrower will not, and will not permit
any of the Restricted Subsidiaries to, enter into or effect any Sale
Leasebacks, other than Permitted Sale Leasebacks.  10.9.Consolidated Total Debt to
Consolidated EBITDA Ratio.  The
Borrower will not permit the Consolidated Total Debt to Consolidated EBITDA
Ratio for any Test Period ending during any period set forth below to be
greater than the ratio set forth below opposite such period:  Period
  
  RatioOctober
  1, 2004 to December 31, 2004
  
  6.75 to 1.00January
  1, 2005 to March 31, 2005
  
  6.75 to 1.00April
  1, 2005 to June 30, 2005
  
  6.75 to 1.00July
  1, 2005 to September 30, 2005
  
  6.75 to 1.00October
  1, 2005 to December 31, 2005
  
  6.50 to 1.00January
  1, 2006 to March 31, 2006
  
  6.50 to 1.00April
  1, 2006 to June 30, 2006
  
  6.50 to 1.00July
  1, 2006 to September 30, 2006
  
  6.50 to 1.00October
  1, 2006 to December 31, 2006
  
  6.25 to 1.00January
  1, 2007 to March 31, 2007
  
  6.25 to 1.00April
  1, 2007 to June 30, 2007
  
  6.25 to 1.00July
  1, 2007 to September 30, 2007
  
  6.25 to 1.00October
  1, 2007 to December 31, 2007
  
  6.00 to 1.00January
  1, 2008 to March 31, 2008
  
  6.00 to 1.00April
  1, 2008 to June 30, 2008
  
  6.00 to 1.00July
  1, 2008 to September 30, 2008
  
  6.00 to 1.00October
  1, 2008 to December 31, 2008
  
  5.50 to 1.00  106


Period
  
  RatioJanuary
  1, 2009 to March 31, 2009
  
  5.50 to 1.00April
  1, 2009 to June 30, 2009
  
  5.50 to 1.00July
  1, 2009 to September 30, 2009
  
  5.50 to 1.00October
  1, 2009 to December 31, 2009
  
  5.00 to 1.00January
  1, 2010 to March 31, 2010
  
  5.00 to 1.00April
  1, 2010 to June 30, 2010
  
  5.00 to 1.00July
  1, 2010 to September 30, 2010
  
  5.00 to 1.00October
  1, 2010 to December 31, 2010
  
  4.50 to 1.00January
  1, 2011 to March 31, 2011
  
  4.50 to 1.00April
  1, 2011 to June 30, 2011
  
  4.50 to 1.00July
  1, 2011 and thereafter
  
  4.50 to 1.00  10.10.Consolidated EBITDA to
Consolidated Interest Expense Ratio. 
The Borrower will not permit the Consolidated EBITDA to Consolidated
Interest Expense Ratio for any Test Period ending during any period set forth
below to be less than the ratio set forth below opposite such period:  Period
  
  RatioOctober
  1, 2004 to December 31, 2004
  
  2.00 to 1.00January
  1, 2005 to March 31, 2005
  
  2.00 to 1.00April
  1, 2005 to June 30, 2005
  
  2.00 to 1.00July
  1, 2005 to September 30, 2005
  
  2.00 to 1.00October
  1, 2005 to December 31, 2005
  
  2.00 to 1.00January
  1, 2006 to March 31, 2006
  
  2.00 to 1.00April
  1, 2006 to June 30, 2006
  
  2.00 to 1.00July
  1, 2006 to September 30, 2006
  
  2.00 to 1.00October
  1, 2006 to December 31, 2006
  
  2.00 to 1.00January
  1, 2007 to March 31, 2007
  
  2.00 to 1.00April
  1, 2007 to June 30, 2007
  
  2.00 to 1.00July
  1, 2007 to September 30, 2007
  
  2.00 to 1.00October
  1, 2007 to December 31, 2007
  
  2.00 to 1.00January
  1, 2008 to March 31, 2008
  
  2.10 to 1.00April
  1, 2008 to June 30, 2008
  
  2.10 to 1.00July
  1, 2008 to September 30, 2008
  
  2.10 to 1.00October
  1, 2008 to December 31, 2008
  
  2.10 to 1.00January
  1, 2009 to March 31, 2009
  
  2.10 to 1.00April
  1, 2009 to June 30, 2009
  
  2.10 to 1.00July
  1, 2009 to September 30, 2009
  
  2.10 to 1.00October
  1, 2009 to December 31, 2009
  
  2.10 to 1.00January
  1, 2010 and thereafter
  
  2.20 to 1.00  10.11.Capital Expenditures.  The Borrower will not, and will not permit
any of the Restricted Subsidiaries to, make any Capital Expenditures (other
than Permitted Acquisitions  107


that constitute Capital Expenditures),
that would cause the aggregate amount of such Capital Expenditures made by the
Borrower and the Restricted Subsidiaries in any fiscal year of the Borrower
(including the whole fiscal year of 2004) set forth below to exceed the amount
set forth in the table below opposite such fiscal year (such amount, together
with the carry-forward amount (as defined below) for such fiscal year and
subject to the last paragraph of this Section 10.11, the Permitted Capital
Expenditure Amount):  Period
  
  AmountJanuary 1, 2004 to December 31, 2004
  
  $
  400,000,000January 1, 2005 to December 31, 2005
  
  $
  300,000,000January 1, 2006 to December 31, 2006
  
  $
  300,000,000January 1, 2007 to December 31, 2007
  
  $
  300,000,000January 1, 2008 to December 31, 2008
  
  $
  300,000,000January 1, 2009 to December 31, 2009
  
  $
  300,000,000January 1, 2010 to December 31, 2010
  
  $
  300,000,000January 1, 2011 to December 31, 2011
  
  $
  300,000,000  To the extent that Capital
Expenditures (other than Permitted Acquisitions that constitute Capital
Expenditures) made by the Borrower and the Restricted Subsidiaries during any
fiscal year are less than the Permitted Capital Expenditure Amount for such
fiscal year, 100% of such unused amount (each such amount, a carry-forward
amount) may be carried forward to the immediately succeeding fiscal year
and utilized to make such Capital Expenditures in such immediately succeeding
fiscal year; provided that no carry-forward amount may be carried
forward beyond the first two fiscal years immediately succeeding the fiscal
year in which it arose.  Notwithstanding the foregoing, the Permitted Capital
Expenditure Amount for any fiscal year shall be reduced at the time of and in
the amount of any Investment made pursuant to clause (B) of Section 10.5(i) during
such fiscal year.  SECTION 11.Events of Default  Upon the occurrence of any of the following
specified events (each an Event of Default):  11.1.Payments.  The
Borrower shall (a) default in the payment when due of any principal of the
Loans or (b) default, and such default shall continue for five or more days, in
the payment when due of any interest or stamping fees on the Loans or any Fees
or any Unpaid Drawings or of any other amounts owing hereunder or under any
other Credit Document; or  11.2.Representations, etc.  Any representation, warranty or statement
made or deemed made by any Credit Party herein or in any Security Document or
any certificate delivered or required to be delivered pursuant hereto or
thereto shall prove to be untrue in any material respect on the date as of
which made or deemed made; or  11.3.Covenants.  Any
Credit Party shall:  108


(a)default in the due performance or observance by it of any term,
covenant or agreement contained in Section 9.1(e) or Section 10; or  (b)default in the due performance or observance by it of any term,
covenant or agreement (other than those referred to in Section 11.1 or 11.2 or
clause (a) of this Section 11.3) contained in this Agreement, any Security
Document or the Fee Letter dated May 7, 2004 between the Borrower and the
Agents and such default shall continue unremedied for a period of at least 30
days after receipt of written notice by the Borrower from the Administrative Agent
or the Required Lenders; or  11.4.Default Under Other Agreements.  (a) The Borrower or any of the
Restricted Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) in excess of $50,000,000 in the aggregate,
for the Borrower and such Restricted Subsidiaries, beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created or (ii) default in the observance or performance of any
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist (other than, with respect to Indebtedness
consisting of any Hedge Agreements, termination events or equivalent events
pursuant to the terms of such Hedge Agreements), the effect of which default or
other event or condition is to cause, or to permit the holder or holders of
such Indebtedness (or a trustee or agent on behalf of such holder or holders)
to cause, any such Indebtedness to become due prior to its stated maturity; or
(b) without limiting the provisions of clause (a) above, any such
Indebtedness shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment or as a mandatory
prepayment (and, with respect to Indebtedness consisting of any Hedge
Agreements, other than due to a termination event or equivalent event pursuant
to the terms of such Hedge Agreements), prior to the stated maturity thereof;
or  11.5.Bankruptcy, etc.  The Borrower or any Specified Subsidiary
shall commence a voluntary case, proceeding or action concerning itself under
(a) Title 11 of the United States Code entitled Bankruptcy, or
(b) in the case of any Foreign Subsidiary that is a Specified Subsidiary,
any domestic or foreign law relating to bankruptcy, insolvency reorganization
or relief of debtors legislation of its jurisdiction of incorporation, in each
case as now or hereafter in effect, or any successor thereto (collectively, the
Bankruptcy Code); or an involuntary case, proceeding or action is
commenced against the Borrower or any Specified Subsidiary and the petition is
not controverted within 10 days after commencement of the case, proceeding or
action; or an involuntary case, proceeding or action is commenced against the
Borrower or any Specified Subsidiary and the petition is not dismissed within
60 days after commencement of the case, proceeding or action; or a custodian
(as defined in the Bankruptcy Code) receiver, receiver manager, trustee or
similar person is appointed for, or takes charge of, all or substantially all
of the property of the Borrower or any Specified Subsidiary; or the Borrower or
any Specified Subsidiary commences any other proceeding or action under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary;
or there is commenced against the Borrower or any Specified Subsidiary any such
proceeding or action that remains undismissed for a period of 60 days; or the
Borrower or any Specified  109


Subsidiary is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding or action is entered; or the Borrower or any Specified
Subsidiary suffers any appointment of any custodian receiver, receiver manager,
trustee or the like for it or any substantial part of its property to continue
undischarged or unstayed for a period of 60 days; or the Borrower or any
Specified Subsidiary makes a general assignment for the benefit of creditors;
or any corporate action is taken by the Borrower or any Specified Subsidiary
for the purpose of effecting any of the foregoing; or  11.6.ERISA. 
(a) Any Plan shall fail to satisfy the minimum funding standard
required for any plan year or part thereof or a waiver of such standard or
extension of any amortization period is sought or granted under Section 412 of
the Code; any Plan is or shall have been terminated or is the subject of
termination proceedings under ERISA (including the giving of written notice
thereof); an event shall have occurred or a condition shall exist in either
case entitling the PBGC to terminate any Plan or to appoint a trustee to
administer any Plan (including the giving of written notice thereof); any Plan
shall have an accumulated funding deficiency (whether or not waived); the
Borrower or any Subsidiary or any ERISA Affiliate has incurred or is likely to
incur a liability to or on account of a Plan under Section 409, 502(i), 502(l),
515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the
Code (including the giving of written notice thereof); (b) there could result
from any event or events set forth in clause (a) of this Section 11.6 the
imposition of a lien, the granting of a security interest, or a liability, or
the reasonable likelihood of incurring a lien, security interest or liability;
and (c) such lien, security interest or liability will or would be reasonably
likely to have a Material Adverse Effect; or  11.7.Guarantee.  The
Guarantees or any material provision thereof shall cease to be in full force or
effect or any Guarantor thereunder or any Credit Party shall deny or disaffirm
in writing any Guarantors obligations under the Guarantee; or  11.8.Pledge Agreements.  The Pledge Agreements or any material
provision thereof shall cease to be in full force or effect (other than
pursuant to the terms hereof or thereof or as a result of acts or omissions of
the Administrative Agent or the Collateral Trustee, as applicable, or any
Lender) or any pledgor thereunder or any Credit Party shall deny or disaffirm
in writing any pledgors obligations under the Pledge Agreements; or  11.9.Security Agreements.  The Security Agreements or any material
provision thereof shall cease to be in full force or effect (other than
pursuant to the terms hereof or thereof or as a result of acts or omissions of
the Administrative Agent or Collateral Trustee, as applicable, or any Lender)
or any grantor thereunder or any Credit Party shall deny or disaffirm in
writing any grantors obligations under the Security Agreements; or  11.10.Mortgages.  Any
Mortgage or any material provision of any Mortgage relating to any material
portion of the Collateral shall cease to be in full force or effect (other than
pursuant to the terms hereof or thereof or as a result of acts or omissions of
the Collateral Trustee or any Lender) or any mortgagor thereunder or any Credit
Party shall deny or disaffirm in writing any mortgagors obligations under any
Mortgage; or  110


11.11.Judgments.  One
or more judgments or decrees shall be entered against the Borrower or any of
the Restricted Subsidiaries involving a liability of $50,000,000 or more in the
aggregate for all such judgments and decrees for the Borrower and the
Restricted Subsidiaries (to the extent not paid or fully covered by insurance
provided by a carrier not disputing coverage) and any such judgments or decrees
shall not have been satisfied, vacated, discharged or stayed or bonded pending
appeal within 60 days from the entry thereof; or  11.12.Change of Control.  A Change of Control shall occur;  then,
and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent or any Lender to enforce its claims against the Borrower,
except as otherwise specifically provided for in this Agreement (provided that,
if an Event of Default specified in Section 11.5 shall occur with respect to
the Borrower or any Specified Subsidiary, the result that would occur upon the
giving of written notice by the Administrative Agent as specified in clauses
(i), (ii) and (iv) below shall occur automatically without the giving of any
such notice):  (i) declare the Total
Revolving Credit Commitment terminated, whereupon the Commitments and Swingline
Commitment, if any, of each Lender or the Swingline Lender, as the case may be,
shall forthwith terminate immediately and any Fees theretofore accrued shall
forthwith become due and payable without any other notice of any kind;
(ii) declare the principal of and any accrued interest and fees in respect
of all Loans and all Obligations owing hereunder and thereunder to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; (iii) terminate any Letter of Credit that may be terminated
in accordance with its terms; and/or (iv) direct the Borrower to pay (and the
Borrower agrees that upon receipt of such notice, or upon the occurrence of an
Event of Default specified in Section 11.5 with respect to the Borrower or
any Specified Subsidiary, it will pay) to the Administrative Agent at the
Administrative Agents Office such additional amounts of cash, to be held as
security for the Borrowers respective reimbursement obligations for Drawings
that may subsequently occur thereunder, equal to the aggregate Stated Amount of
all Letters of Credit issued and then outstanding.  SECTION 12.The Administrative Agent  12.1.Appointment. 
Each Lender hereby irrevocably designates and appoints the Administrative
Agent as the agent of such Lender under this Agreement and the other Credit
Documents, and each such Lender irrevocably authorizes the Administrative
Agent, in such capacity, to take such action on its behalf under the provisions
of this Agreement and the other Credit Documents and to exercise such powers
and perform such duties as are expressly delegated to the Administrative Agent
by the terms of this Agreement and the other Credit Documents, together with
such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise  111


exist against the
Administrative Agent.  Neither the
Syndication Agent nor the Documentation Agents, in their respective capacities
as such, shall have any obligations, duties or responsibilities under this
Agreement but shall be entitled to all benefits of this Section 12.  12.2.Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.  12.3.Exculpatory Provisions.  Neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (a) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Credit
Document (except for its or such Persons own gross negligence or willful
misconduct) or (b) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower, any
Guarantor, any other Credit Party or any officer thereof contained in this
Agreement or any other Credit Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Credit Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Credit Document or
for any failure of the Borrower, any Guarantor or any other Credit Party to
perform its obligations hereunder or thereunder.  The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Credit Document, or to inspect the properties, books or
records of the Borrower.  12.4.Reliance by Administrative Agent.  The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including
counsel to the Borrower), independent accountants and other experts selected by
the Administrative Agent.  The
Administrative Agent may deem and treat the Lender specified in the Register
with respect to any amount owing hereunder as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Credit Document unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate or it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.  The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Credit Documents in accordance with a request of
the Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders
of the Loans.  112


12.5.Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a notice of default.  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders.  The Administrative Agent
shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders, provided that
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders (except
to the extent that this Agreement requires that such action be taken only with
the approval of the Required Lenders or each of the Lenders, as applicable).  12.6.Non-Reliance on Administrative
Agent and Other Lenders.  Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower, any Guarantor or any other Credit Party, shall be deemed to
constitute any representation or warranty by the Administrative Agent to any
Lender.  Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower, any Guarantor and any other
Credit Party and made its own decision to make its Loans hereunder and enter
into this Agreement.  Each Lender also
represents that it will, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement
and the other Credit Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Borrower, any Guarantor and any
other Credit Party.  Except for notices,
reports and other documents expressly required to be furnished to the Lenders
by the Administrative Agent hereunder, the Administrative Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, assets, operations, properties, financial
condition, prospects or creditworthiness of the Borrower, any Guarantor or any
other Credit Party that may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates.  12.7.Indemnification.  The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective portions of the Total Credit Exposure in
effect on the date on which indemnification is sought (or, if indemnification
is sought after the date upon which the Commitments shall have terminated and
the Loans shall have been paid in full, ratably in accordance with their
respective portions of the Total Credit Exposure in effect immediately prior to
such date), from and against any and all liabilities,  113


obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (including at any time following the
payment of the Loans) be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Credit Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing, provided that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agents gross negligence or willful
misconduct.  The agreements in this
Section 12.7 shall survive the payment of the Loans and all other amounts
payable hereunder.  12.8.Administrative Agent in its
Individual Capacity.  The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower, any Guarantor,
and any other Credit Party as though the Administrative Agent were not the
Administrative Agent hereunder and under the other Credit Documents.  With respect to the Loans made by it, the
Administrative Agent shall have the same rights and powers under this Agreement
and the other Credit Documents as any Lender and may exercise the same as
though it were not the Administrative Agent, and the terms Lender and Lenders
shall include the Administrative Agent in its individual capacity.  12.9.Successor Agent. 
The Administrative Agent may resign as Administrative Agent upon 20 days
prior written notice to the Lenders and the Borrower.  If the Administrative Agent shall resign as
Administrative Agent under this Agreement and the other Credit Documents, then
the Required Lenders shall appoint from among the Lenders a successor agent for
the Lenders, which successor agent shall be approved by the Borrower (which
approval shall not be unreasonably withheld) so long as no Default or Event of
Default is continuing, whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term Administrative
Agent shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agents rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. 
After any retiring Administrative Agents resignation as Administrative
Agent, the provisions of this Section 12 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement and the other Credit Documents.  12.10.Withholding Tax. 
To the extent required by any applicable law, the Administrative Agent
may withhold from any interest payment to any Lender an amount equivalent to
any applicable withholding tax.  If the
Internal Revenue Service or any authority of the United States or other jurisdiction
asserts a claim that the Administrative Agent did not properly withhold tax
from amounts paid to or for the account of any Lender (because the appropriate
form was not delivered, was not properly executed, or because such Lender
failed to notify the Administrative Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason), such Lender shall indemnify the Administrative Agent (to
the extent that the Administrative Agent has not already been reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so) fully
for all  114


amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including
penalties and interest, together with all expenses incurred, including legal
expenses, allocated staff costs and any out of pocket expenses.  SECTION 13.Miscellaneous  13.1.Amendments and Waivers.  Neither this Agreement nor any other Credit
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 13.1.  The Required Lenders may, or, with the
written consent of the Required Lenders, the Administrative Agent may, from
time to time, (a) enter into with the relevant Credit Party or Credit
Parties written amendments, supplements or modifications hereto and to the
other Credit Documents for the purpose of adding any provisions to this
Agreement or the other Credit Documents or changing in any manner the rights of
the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on
such terms and conditions as the Required Lenders or the Administrative Agent,
as the case may be, may specify in such instrument, any of the requirements of
this Agreement or the other Credit Documents or any Default or Event of Default
and its consequences; provided, however, that no such waiver and
no such amendment, supplement or modification shall directly (i) forgive or
reduce any portion of any Loan or extend the final scheduled maturity date of
any Loan or reduce the stated rate, or forgive any portion, or extend the date
for the payment, of any interest or fee payable hereunder (other than as a
result of waiving the applicability of any post-default increase in interest
rates), or extend the final expiration date of any Lenders Commitment or
extend the final expiration date of any Letter of Credit beyond the L/C
Maturity Date, or increase the aggregate amount of the Commitments of any
Lender, or amend or modify any provisions of Section 5.3(a) (with respect to
the ratable allocation of any payments only) and 13.8(a), in each case without
the written consent of each Lender directly and adversely affected thereby, or
(ii) amend, modify or waive any provision of this Section 13.1 or
reduce the percentages specified in the definitions of the terms Required
Lenders, Required Tranche A Term
Loan Lenders, Required Tranche B Term Loan Lenders or consent to the
assignment or transfer by the Borrower of its rights and obligations under any
Credit Document to which it is a party (except as permitted pursuant to
Section 10.3), in each case without the written consent of each Lender
directly and adversely affected thereby, or (iii) amend, modify or waive any
provision of Section 12 without the written consent of the then-current Administrative
Agent, or (iv) amend, modify or waive any provision of Section 3 without the
written consent of the Letter of Credit Issuer, or (v) amend, modify or
waive any provisions hereof relating to Swingline Loans without the written
consent of the Swingline Lender, or (vi) change any Revolving Credit Commitment
to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving
Credit Commitment, in each case without the prior written consent of each
Lender directly and adversely affected thereby, or (vii) release all or
substantially all of the Guarantors under the Guarantee (except as expressly
permitted by the Guarantee) or release all or substantially all of the Collateral
under the Pledge Agreements, the Security Agreements and the Mortgages, in each
case without the prior written consent of each Lender, or (viii) amend Section
2.9 so as to permit Interest Period intervals greater than six months without
regard to availability to Lenders, without the written consent of each Lender
directly and adversely affected thereby, or (ix) decrease any Tranche A
Repayment Amount, extend any scheduled Tranche A Repayment Date or decrease the
amount or allocation of any mandatory prepayment to be received by any Lender
holding any Tranche A Term Loans,  115


in each case without the
written consent of the Required Tranche A Term Loan Lenders, or
(x) decrease any Tranche B Repayment Amount, extend any scheduled Tranche
B Repayment Date or decrease the amount or allocation of any mandatory
prepayment to be received by any Lender holding any Tranche B Term Loans, in
each case without the written consent of the Required Tranche B Term Loan
Lenders.  Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the
affected Lenders and shall be binding upon the Borrower, such Lenders, the
Administrative Agent and all future holders of the affected Loans.  In the case of any waiver, the Borrower, the
Lenders and the Administrative Agent shall be restored to their former positions
and rights hereunder and under the other Credit Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing, it
being understood that no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.  13.2.Notices.  Except
as set forth in Section 13.17, all notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile or electronic mail), and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered, or three days
after being deposited in the mail, postage prepaid, or, in the case of telecopy
or electronic mail notice, when received, addressed as follows in the case of
the Borrower and the Administrative Agent, and as set forth on Schedule
1.1(c) in the case of the other parties hereto, or to such other address as
may be hereafter notified by the respective parties hereto:  The
  Borrower:
  
  PanAmSat
  Corporation
  20 Westport Road
  Wilton, Connecticut  06897
  Attention:  James W. Cuminale
  Fax:  203-210-8683with
  a copy to:Kohlberg
  Kravis Roberts & Co., L.P.
  9 West 57th Street
  Suite 4200
  New York, New York  10019
  Attention:  Joe Bae
  Fax:  212-750-0003The
  Administrative Agent:
  
  Citicorp
  USA, Inc.
  2 Penns Way, Suite 200
  New Castle, Delaware 19720
  Attention:  Betsy Weir
  Fax:  (212) 994-0961
  Email: elizabeth.j.wier@citigroup.com  116


with
  a copy to:Cahill
  Gordon & Reindel LLP
  80 Pine Street
  New York, New York  10005
  Attention:  Michael E. Michetti, Esq.
  Fax:  212-269-5420
  E-mail: mmichetti@cahill.com  provided that any notice, request or demand to or
upon the Administrative Agent or the Lenders pursuant to Sections 2.3,
2.6, 2.9, 4.2 and 5.1 shall not be effective until received.  13.3.No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Credit Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers
and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.  13.4.Survival of Representations and
Warranties.  All representations
and warranties made hereunder, in the other Credit Documents and in any
document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder.  13.5.Payment of Expenses and Taxes.  The Borrower agrees (a) to pay or reimburse
the Agents for all their reasonable out-of-pocket costs and expenses incurred
in connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other Credit
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees, disbursements and other charges of
counsel to the Agents, (b) to pay or reimburse each Lender and Agent for all
its reasonable and documented costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement, the other
Credit Documents and any such other documents, including the reasonable fees,
disbursements and other charges of counsel to each Lender and of counsel to the
Agents, (c) to pay, indemnify, and hold harmless each Lender and Agent from,
any and all recording and filing fees and (d) to pay, indemnify, and hold
harmless each Lender and Agent and their respective directors, officers,
employees, trustees, investment advisors and agents from and against any and
all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever, including reasonable and documented fees, disbursements and other
charges of counsel, with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, the other Credit Documents
and any such other documents, including, without limitation, any of the
foregoing relating to the violation of, noncompliance with or liability under,
any Environmental Law or to any actual or alleged presence, release or
threatened release of  117


Hazardous Materials involving
or attributable to the operations of the Borrower, any of its Subsidiaries or
any of the Real Estate (all the foregoing in this clause (d), collectively, the
indemnified liabilities), provided that the Borrower shall have
no obligation hereunder to the Administrative Agent or any Lender nor any of
their respective directors, officers, employees and agents with respect to
indemnified liabilities to the extent attributable to (i) the gross
negligence or willful misconduct of the party to be indemnified as determined
in a final and non-appealable judgment by a court of competent jurisdiction or
(ii) disputes among the Administrative Agent, the Lenders and/or their
transferees.  The agreements in this
Section 13.5 shall survive repayment of the Loans and all other amounts payable
hereunder.  13.6.Successors and Assigns;
Participations and Assignments. 
(a)  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Letter of Credit Issuer that issues any Letter of Credit),
except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower or without
such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section 13.6.  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Letter of Credit Issuer that issues any Letter
of Credit), Participants (to the extent provided in paragraph (c) of this
Section 13.6) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Letter of Credit Issuer and
the Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement.  (b)(i) 
Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitments
and the Loans at the time owing to it) with the prior written consent (such
consent not be unreasonably withheld or delayed; it being understood that,
without limitation, the Borrower shall have the right to withhold its consent
to any assignment if, in order for such assignment to comply with applicable
law, the Borrower would be required to obtain the consent of, or make any
filing or registration with, any Governmental Authority) of:  (A)the Borrower (which consent shall not be unreasonably
withheld or delayed), provided that no consent of the Borrower shall be
required for an assignment to a Lender, an Affiliate of a Lender (unless
increased costs would result therefrom except if an Event of Default under
Section 11.1 or Section 11.5 has occurred and is continuing), an Approved Fund
or, if an Event of Default under Section 11.1 or Section 11.5 has occurred and
is continuing, any other assignee; and  (B)the Administrative Agent (which consent shall
not be unreasonably withheld or delayed), and, in the case of Revolving Credit
Commitments or Revolving Credit Loans only, the Swingline Lender and the
applicable Letter of Credit Issuer, provided that no consent of the
Administrative Agent, the Swingline Lender or the Letter of Credit Issuer, as
applicable, shall be required for an assignment of (1) any Commitment to an  118


assignee that is a Lender with a Commitment of the same Class
immediately prior to giving effect to such assignment or (2) any Term Loan to a
Lender, an Affiliate of a Lender or an Approved Fund.  (ii)Assignments shall be subject to the following additional conditions:  (A)except in the case of an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lenders Commitment or Loans of any
Class, the amount of the Commitment or Loans of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $5,000,000 (or, in the case of a Tranche A Term Loan
Commitment, Tranche B Term Loan Commitment, Tranche A Term Loan or Tranche B
Term Loan, $1,000,000), and increments of $1,000,000 in excess thereof, unless
each of the Borrower and the Administrative Agent otherwise consents (which
consents shall not be unreasonably withheld or delayed), provided that
no such consent of the Borrower shall be required if an Event of Default under
Section 11.1 or Section 11.5 has occurred and is continuing; provided, further,
that contemporaneous assignments to a single assignee made by Affiliates of
Lenders and related Approved Funds shall be aggregated for purposes of meeting
the minimum assignment amount requirements stated above;  (B)each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lenders rights and
obligations under this Agreement, provided that this clause shall not be
construed to prohibit the assignment of a proportionate part of all the
assigning Lenders rights and obligations in respect of one Class of
Commitments or Loans;  (C)the parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500, provided that only one
such fee shall be payable in the event of simultaneous assignments to or from
two or more Approved Funds; and  (D)the assignee, if it shall not be a Lender,
shall deliver to the Administrative Agent an administrative questionnaire in a
form approved by the Administrative Agent the Administrative Questionnaire.  For the purpose of this
Section 13.6(b), the term Approved Fund means any Person (other than a
natural person) that is engaged in making, purchasing, holding or investing in
bank loans and similar extensions of credit in the ordinary course and that is
administered, advised or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers, advises
or manages a Lender.  (iii)Subject to acceptance and recording thereof pursuant to
paragraph (b)(v) of this Section 13.6, from and after the effective date
specified in each Assignment and Acceptance, the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such  119


Assignment
and Acceptance, be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all of the assigning Lenders
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections
2.10, 2.11, 3.5, 5.4 and 13.5).  Any
assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 13.6 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section 13.6.  (iv)The Administrative Agent, acting for this purpose as an agent of the Borrower
shall maintain at the Administrative Agents Office a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amount of
the Loans and any payment made by the Letter of Credit Issuer under any Letter
of Credit owing to, each Lender pursuant to the terms hereof from time to time
(the Register).  Further, the
Register shall contain the name and address of the Administrative Agent and the
lending office through which each such Person acts under this Agreement.  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Letter of Credit
Issuer and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Borrower, the Letter of Credit Issuer and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.  (v)Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, the assignees completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
13.6 and any written consent to such assignment required by paragraph (b) of
this Section 13.6, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register.  No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in
this paragraph.  (c)(i) 
Any Lender may, without the consent of the Borrower, the Administrative
Agent, the Letter of Credit Issuer or the Swingline Lender, sell participations
to one or more banks or other entities (each, a Participant) in all or
a portion of such Lenders rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it), provided
that (A) such Lenders obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (C) the Borrower, the Administrative
Agent, the Letter of Credit Issuer and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lenders rights
and obligations under this Agreement. 
Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement or any other Credit Document, provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 13.1 that affects such
Participant.  Subject to
paragraph (c)(ii) of this Section 13.6, the Borrower  120


agrees that each Participant shall be
entitled to the benefits of Sections 2.10, 2.11 and 5.4 to the same extent as
if it were a Lender (subject to the requirements of those Sections) and had acquired
its interest by assignment pursuant to paragraph (b) of this Section 13.6.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 13.8(b) as
though it were a Lender, provided such Participant agrees to be subject
to Section 13.8(a) as though it were a Lender.  (ii)A Participant shall not be entitled to receive any greater payment
under Section 2.10 or 5.4 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrowers prior written consent (which consent shall not be unreasonably
withheld).  (d)Any Lender may, without the consent of the
Borrower or the Administrative Agent, at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section 13.6 shall not apply to
any such pledge or assignment of a security interest, provided that no
such pledge or assignment of a security interest shall release a Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.  In order
to facilitate such pledge or assignment, the Borrower hereby agrees that, upon
request of any Lender at any time and from time to time after the Borrower has
made its initial borrowing hereunder, the Borrower shall provide to such
Lender, at the Borrowers own expense, a promissory note, substantially in the
form of Exhibit L-1, L-2 or L-3, as the case may be,
evidencing the Tranche A Term Loans, Tranche B Term Loans and New Tranche B
Term Loans, and Revolving Credit Loans and Swingline Loans, respectively, owing
to such Lender.  (e)Subject to Section 13.16, the Borrower
authorizes each Lender to disclose to any Participant, secured creditor of such
Lender or assignee (each, a Transferee) and any prospective Transferee
any and all financial information in such Lenders possession concerning the
Borrower and its Affiliates that has been delivered to such Lender by or on
behalf of the Borrower and its Affiliates pursuant to this Agreement or which
has been delivered to such Lender by or on behalf of the Borrower and its
Affiliates in connection with such Lenders credit evaluation of the Borrower
and its Affiliates prior to becoming a party to this Agreement.  13.7.Replacements of Lenders under
Certain Circumstances.  (a) The
Borrower shall be permitted to replace any Lender that (a) requests reimbursement
for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is
affected in the manner described in Section 2.10(a)(iii) and as a result
thereof any of the actions described in such Section is required to be taken or
(c) becomes a Defaulting Lender, with a replacement bank or other financial
institution, provided that (i) such replacement does not conflict with
any Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) the Borrower shall repay (or
the replacement bank or institution shall purchase, at par) all Loans and other
amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11,
2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to
the date of replacement, (iv) the replacement bank or institution, if not
already a Lender, and the terms and conditions of such  121


replacement, shall be
reasonably satisfactory to the Administrative Agent, (v) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions
of Section 13.6 (provided that the Borrower shall be obligated to pay
the registration and processing fee referred to therein) and (vi) any such
replacement shall not be deemed to be a waiver of any rights that the Borrower,
the Administrative Agent or any other Lender shall have against the replaced
Lender.  (b)If any Lender (such Lender, a Non-Consenting
Lender) has failed to consent to a proposed amendment, waiver, discharge
or termination which pursuant to the terms of Section 13.1 requires the consent
of all of the Lenders affected and with respect to which the Required Lenders
shall have granted their consent, then provided no Event of Default then
exists, the Borrower shall have the right (unless such Non-Consenting Lender
grants such consent) to replace such Non-Consenting Lender by requiring such
Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one
or more assignees reasonably acceptable to the Administrative Agent, provided
that: (a) all Obligations of Borrower owing to such Non-Consenting Lender being
replaced shall be paid in full to such Non-Consenting Lender concurrently with
such assignment, and (b) the replacement Lender shall purchase the foregoing by
paying to such Non-Consenting Lender a price equal to the principal amount
thereof plus accrued and unpaid interest thereon.  In connection with any such assignment, the
Borrower, Administrative Agent, such Non-Consenting Lender and the replacement
Lender shall otherwise comply with Section 13.6.  13.8.Adjustments; Set-off.  (a)  If
any Lender (a benefited Lender) shall at any time receive any payment
of all or part of its Loans, or interest thereon, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in Section 11.5, or otherwise),
in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of such other Lenders Loans, or interest
thereon, such benefited Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lenders Loan, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such benefited Lender to
share the excess payment or benefits of such collateral or proceeds ratably
with each of the Lenders; provided, however, that if all or any portion
of such excess payment or benefits is thereafter recovered from such benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest.  (b)After the occurrence and during the
continuance of an Event of Default, in addition to any rights and remedies of
the Lenders provided by law, each Lender shall have the right, without prior
notice to the Borrower, any such notice being expressly waived by the Borrower
to the extent permitted by applicable law, upon any amount becoming due and
payable by the Borrower hereunder (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of the Borrower.  Each Lender agrees promptly to notify the
Borrower and  122


the Administrative Agent after any such
set-off and application made by such Lender, provided that the failure
to give such notice shall not affect the validity of such set-off and
application.  13.9.Counterparts. 
This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by facsimile or
other electronic transmission), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  A set of the copies of this Agreement signed
by all the parties shall be lodged with the Borrower and the Administrative
Agent.  13.10.Severability. 
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  13.11.Integration. 
This Agreement and the other Credit Documents represent the agreement of
the Borrower, the Administrative Agent and the Lenders with respect to the
subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.  13.12.GOVERNING LAW. 
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.  13.13.Submission to Jurisdiction; Waivers.  The Borrower hereby irrevocably and
unconditionally:  (a)submits for itself and its property in any
legal action or proceeding relating to this Agreement and the other Credit
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of America
for the Southern District of New York and appellate courts from any thereof;  (b)consents that any such action or proceeding
may be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;  (c)agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
the Borrower at its address set forth in Section 13.2 or at such other address
of which the Administrative Agent shall have been notified pursuant thereto;  123


(d)agrees that nothing herein shall affect the
right to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and  (e)waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 13.13 any special, exemplary,
punitive or consequential damages.  13.14.Acknowledgments.  The Borrower hereby acknowledges that:  (a)it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other Credit
Documents;  (b)neither the Administrative Agent nor any
Lender has any fiduciary relationship with or duty to the Borrower arising out
of or in connection with this Agreement or any of the other Credit Documents,
and the relationship between Administrative Agent and Lenders, on one hand, and
the Borrower, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and  (c)no joint venture is created hereby or by the
other Credit Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among the Borrower and the Lenders.  13.15.WAIVERS OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.  13.16.Confidentiality.  The Administrative Agent and each Lender
shall hold all non-public information furnished by or on behalf of the Borrower
in connection with such Lenders evaluation of whether to become a Lender
hereunder or obtained by such Lender or the Administrative Agent pursuant to
the requirements of this Agreement (Confidential Information),
confidential in accordance with its customary procedure for handling
confidential information of this nature and (in the case of a Lender that is a
bank) in accordance with safe and sound banking practices and in any event may
make disclosure as required or requested by any governmental agency or representative
thereof or pursuant to legal process or to such Lenders or the Administrative
Agents attorneys, professional advisors or independent auditors or Affiliates,
provided that unless specifically prohibited by applicable law or court
order, each Lender and the Administrative Agent shall notify the Borrower of
any request by any governmental agency or representative thereof (other than
any such request in connection with an examination of the financial condition
of such Lender by such governmental agency) for disclosure of any such
non-public information prior to disclosure of such information, and provided,further, that in no event shall any Lender or the Administrative Agent be
obligated or required to return any materials furnished by the Borrower or any
Subsidiary of the Borrower.  Each Lender
and the Administrative Agent agrees that it will not provide to prospective
Transferees or to prospective direct or indirect contractual counterparties in
swap agreements to be entered into in connection with  124


Loans made hereunder any of the
Confidential Information unless such Person is advises of and agrees to be
bound by the provisions of this Section 13.16.  13.17.Citigroup Direct Website Communications.  (a)Delivery.  (i)  The Borrower may, at its option, provide to
the Administrative Agent any information, documents and other materials that it
is obligated to furnish to the Administrative Agent pursuant to the Credit
Documents, including, without limitation, all notices, requests, financial
statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (A) relates to a request
for a new, or a conversion of an existing, borrowing or other extension of
credit (including any election of an interest rate or interest period relating
thereto), (B) relates to the payment of any principal or other amount due under
the Credit Agreement prior to the scheduled date therefor, (C) provides notice
of any default or event of default under the Credit Agreement or (D) is
required to be delivered to satisfy any condition precedent to the
effectiveness of the Credit Agreement and/or any borrowing or other extension
of credit thereunder (all such non-excluded communications being referred to
herein collectively as Communications), by transmitting the
Communications in an electronic/soft medium in a format reasonably acceptable
to the Administrative Agent to oploanswebadmin@citigroup.com.  Nothing in this Section 13.17 shall prejudice
the right of the Borrower, the Administrative Agent or any Lender to give any
notice or other communication pursuant to any Credit Document in any other
manner specified in such Credit Document.  (ii)The Administrative Agent agrees that the
receipt of the Communications by the Agent at its e-mail address set forth
above shall constitute effective delivery of the Communications to the Agent
for purposes of the Credit Documents. 
Each Lender agrees that notice to it (as provided in the next sentence)
specifying that the Communications have been posted to the Platform shall
constitute effective delivery of the Communications to such Lender for purposes
of the Credit Documents.  Each Lender
agrees (A) to notify the Administrative Agent in writing (including by
electronic communication) from time to time of such Lenders e-mail address to
which the foregoing notice may be sent by electronic transmission and (B) that
the foregoing notice may be sent to such e-mail address.  (b)Posting.  The Borrower further agrees
that the Administrative Agent may make the Communications available to the
Lenders by posting the Communications on Intralinks or a substantially similar
electronic transmission system (the Platform), so long as the access
to such Platform is limited (i) to the Agents and the Lenders and (ii) remains
subject the confidentiality requirements set forth in Section 13.16.  (c)The Platform is provided as is and as
available.  The Agent Parties do not
warrant the accuracy or completeness of the Communications, or the adequacy of
the platform and expressly disclaim liability for errors or omissions in the
Communications.  No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by the
Agent Parties in connection with the Communications or the platform.  In no event shall the Administrative Agent or
any of its affiliates or any of their respective officers, directors,
employees, agents, advisors or representatives (collectively, Agent Parties)
have any liability to the Borrower, any Lender or any other person  125


or entity for damages of any kind, including,
without limitation, direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising
out of the Borrowers or the Administrative Agents transmission of
Communications through the internet, except to the extent the liability of any
Agent Party is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted primarily from such Agent Partys gross
negligence or willful misconduct.  13.18.USA PATRIOT Act. 
Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the Patriot
Act), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender to identify the
Borrower in accordance with the Patriot Act.  126


IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Agreement to be duly executed and delivered as of
the date first above written.  PanAmSat CorporationBy:
  /s/
  James W. CuminaleName:
  James
  W. CuminaleTitle:
  Executive
  Vice President & GeneralCounsel


Citicorp
  USA, Inc., as Administrative Agent and as a
  LenderBy:
  /s/
  Edward T. CrookName:
  Edward T. CrookTitle:
  Managing Director


Credit
  Suisse First Boston LLC, acting through its
  Cayman Islands branch, as Syndication Agent and
  as a LenderBy:
  /s/
  Thomas S. HallName:  Thomas S. HallTitle:
  Vice PresidentBy:
  Doreen B. WelchName:  Doreen B. WelchTitle:  Associate


Citigroup Global Markets Inc., as Joint Lead ArrangerBy:
  /s/
  Edward T. CrookName:
  Edward T. CrookTitle:
  Managing Director


Credit
  Suisse First Boston LLC, as Joint Lead
  ArrangerBy:
  /s/
  Thomas S. HallName:  Thomas S. HallTitle:
  Vice PresidentBy:
  Doreen B. WelchName:  Doreen B. WelchTitle:  Associate


Bear, Stearns & Co. Inc, as Co-Documentation Agent,By:
  /s/
  Victor BulzacchelliName:  Victor BulzacchelliTitle:
  Vice President


Bear Stearns Corporate Lending Inc., as Lender,By:
  /s/
  Victor BulzacchelliName:  Victor BulzacchelliTitle:
  Vice President


Lehman
  Brothers Inc., as Co-Documentation Agent
  and as a Lender,By:
  /s/ William J. HughesName:  William J. HughesTitle: Managing Director


Bank
  of America, N.A., as Co-Documentation Agent
  and as a Lender,By:
  /s/
  Gabriela MillhornName:  Gabriela MillhornTitle:Principal