Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS
AGREEMENT, dated as of August 20, 2004, among PanAmSat Corporation, a Delaware
corporation (the Company) and each of the stockholders of the Company
whose name appears on the signature pages hereof (individually an Investor
Stockholder and collectively, the Investor Stockholders). RECITALS WHEREAS, the Company has
entered into that certain Transaction Agreement, dated as of April 20, 2004
(the Transaction Agreement), by and among Constellation, LLC, a
Delaware limited liability company (Constellation), the Company, The
DIRECTV Group, Inc., a Delaware corporation (Parent), and PAS Merger
Sub, Inc., a Delaware corporation (Merger Sub), pursuant to which
Merger Sub will merge with and into the Company and following such merger, the
Company will repurchase from Parent a number of shares of Common Stock (as
defined below), of the Company, owned by Parent, and Constellation or its
assignees will acquire from Parent all of the outstanding shares of Common
Stock held by Parent following the repurchase; WHEREAS, on May 17, 2004,
Constellation entered into letter agreements (each, a Commitment Letter)
with Carlyle PanAmSat I, L.L.C., and Carlyle PanAmSat II, L.L.C. (together, Carlyle),
on the one hand, and with PEP PAS, LLC and PEOP PAS, LLC (together, Providence),
on the other hand, pursuant to which Constellation assigned to each of Carlyle
and Providence the right under the Transaction Agreement to purchase from
Parent $149,520,733.93 million, for a total of $299,041,467.86 million, of the
shares of Common Stock, at the same price per share to be paid by Constellation
at the Stock Purchase Closing (as defined in the Transaction Agreement); WHEREAS, the Company desires
to provide to the Investor Stockholders and to each other Holder (as defined
below) rights to registration under the Securities Act (as defined below) of
Registrable Securities (as defined below), on the terms and subject to the
conditions set forth herein. NOW, THEREFORE, in
consideration of the foregoing recitals and of the mutual promises hereinafter
set forth, the parties hereto agree as follows: AGREEMENT 1.     Definitions.  As used in this Agreement, the following
capitalized terms shall have the following respective meanings: Common Stock:  The shares of common stock, par value $.01
per share, of the Company and any stock into which such Common Stock may
thereafter be converted or exchanged. Demand Party:  (a) An Investor Stockholder or (b) any other
Holder or Holders, including, without limitation, any Person that may become an
assignee of an Investor 
   Stockholders rights
hereunder; provided that to be a Demand Party under this clause (b), a
Holder or Holders must either individually or in aggregate with all other
Holders with whom it is acting together to demand registration own at least 1%
of the total number of Registrable Securities; and provided  further,
no transferee of an Investor Stockholder or of any transferee shall be deemed a
Demand Party unless the right to make such a request was transferred in writing
to such transferee by an Investor Stockholder, a copy of which written
agreement shall be provided to the Company and each other Investor Stockholder. Exchange Act:  The Securities Exchange Act of 1934, as
amended, or any similar federal statute then in effect, and a reference to a
particular section thereof shall be deemed to include a reference to the
comparable section, if any, of any such similar federal statute. Holder:  Each of the Investor Stockholders and any other holder of
Registrable Securities (including any direct or indirect transferee of an
Investor Stockholder who has acquired Registrable Securities from an Investor
Stockholder not in violation of the Stockholders Agreement and agrees in
writing to be bound by the provisions of this Agreement). IPO: means the initial public
offering of Common Stock pursuant to an effective registration statement under
the Securities Act. IPO Date: means the first date of
the issuance of Common Stock in an IPO. Person:  Any individual, partnership, joint venture, corporation, limited
liability company, trust, unincorporated organization, government or any
department or agency thereof or any other entity. Registrable Securities:  Any Common Stock held at any time by the
Investor Stockholders, and any Common Stock which may be issued or distributed
in respect thereof by way of stock dividend or stock split or other
distribution, recapitalization or reclassification.  Any particular Registrable Securities that are issued shall cease
to be Registrable Securities when (i) a registration statement with respect to
the sale by the Holder of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (ii) such securities shall have been
distributed to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, or (iii) such securities shall have ceased to be
outstanding. Registration Expenses:  Any and all expenses incident to performance
of or compliance with this Agreement, including, without limitation, (i) all
SEC and stock exchange or National Association of Securities Dealers, Inc. (the
NASD) registration and filing fees (including, if applicable, the fees
and expenses of any qualified independent underwriter, as such term is
defined in NASD conduct rule 2720, and of its counsel), (ii) all fees and
expenses of complying with securities or blue sky laws (including fees and
disbursements of counsel for the underwriters in connection with blue sky
qualifications of the Registrable Securities), (iii) all printing, messenger
and delivery  2 
   expenses, (iv) all fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange pursuant to clause (viii) of Section 4 and all
rating agency fees, (v) the fees and disbursements of counsel for the Company
and of its independent public accountants, including the expenses of any
special audits and/or cold comfort letters required by or incident to such
performance and compliance, (vi) the reasonable fees and disbursements of
counsel selected pursuant to Section 7 hereof by the Holders of the Registrable
Securities being registered to represent such Holders in connection with each
such registration, (vii) any fees and disbursements of underwriters customarily
paid by the issuers or sellers of securities, including liability insurance if
the Company so desires or if the underwriters so require, and the reasonable
fees and expenses of any special experts retained in connection with the
requested registration, but excluding underwriting discounts and commissions
and transfer taxes, if any, and (viii) other reasonable out­-of-pocket
expenses of Holders (provided that such expenses shall not include
expenses of counsel other than those provided for in clause (vi) above). Securities Act:  The Securities Act of 1933, as amended, or
any similar federal statute then in effect, and a reference to a particular
section thereof shall be deemed to include a reference to the comparable
section, if any, of any such similar federal statute. SEC:  The Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act or the Exchange Act. Stockholders Agreement: The
Stockholders Agreement, dated as of the date hereof, among the Company,
Constellation, Providence and Carlyle. 2.     Incidental Registrations.  (a)  Right to Include
Registrable Securities.  If the
Company at any time after IPO Dateproposes to
register its Common Stock under the Securities Act (other than a registration
filed by the Company in connection with the IPO or a registration statement on
Form S-4 or S-8, or any successor or other forms promulgated for
similar purposes), whether or not for sale for its own account (but excluding
in a registration under Section 3 hereof), in a manner which would permit
registration of Registrable Securities for sale to the public under the
Securities Act, it will, at each such time, give prompt written notice to all
Holders of Registrable Securities of its intention to do so and of such
Holders rights under this Section 2. 
Upon the written request of any such Holder made within 15 days after
the receipt of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such Holder), the Company will use its
best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
the Holders thereof, to the extent requisite to permit the disposition of the
Registrable Securities so to be registered; provided that (i) if, at any
time after giving written notice of its intention to register any securities
and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to proceed with the proposed registration of the securities to be sold by
it, the Company may, at its election, give written notice of such determination
to each Holder of Registrable Securities and, thereupon, shall be relieved of
its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses in
connection therewith), and (ii) if such registration involves an underwritten
offering, all Holders of Registrable Securities requesting to be included in
the Companys registration must sell their  3 
   Registrable Securities to the underwriters selected
by the Company on the same terms and conditions as apply to the Company, with
such differences, including any with respect to indemnification and liability
insurance, as may be customary or appropriate in combined primary and secondary
offerings.  If a registration requested
pursuant to this Section 2(a) involves an underwritten public offering, any
Holder of Registrable Securities requesting to be included in such registration
may elect, in writing prior to the effective date of the registration statement
filed in connection with such registration, not to register such securities in
connection with such registration. (b)   Expenses.  The Company will pay all Registration Expenses in connection with
each registration of Registrable Securities pursuant to this Section 2. (c)   Priority in Incidental Registrations.  If a registration pursuant to this Section 2
involves an underwritten offering and the managing underwriter advises the
Company in writing that, in its opinion, the number of securities requested to
be included in such registration exceeds the number which can be sold in such
offering, so as to be likely to have an adverse effect on the price, timing or
distribution of the securities offered in such offering as contemplated by the
Company (other than the Registrable Securities), then the Company will include
in such registration (i) first, 100% of the securities the Company proposes to
sell and (ii) second, to the extent of the number of Registrable Securities
requested to be included in such registration pursuant to this Section 2 which,
in the opinion of such managing underwriter, can be sold without having the
adverse effect referred to above, the number of Registrable Securities which
the Holders have requested to be included in such registration, such amount to
be allocated pro rata among all requesting Holders on the basis of the relative
number of shares of Registrable Securities then held by each such Holder
(provided that any shares thereby allocated to any such Holder that exceed such
Holders request will be reallocated among the remaining requesting Holders in
like manner). 3.     Registration on Request. 
(a)  Request by the Demand
Party.  At any time, after the IPO
Date, upon the written request of the Demand Party requesting that the Company
effect the registration under the Securities Act of all or part of such Demand
Partys Registrable Securities and specifying the amount and intended method of
disposition thereof, the Company will promptly give written notice of such
requested registration to all other Holders of such Registrable Securities, and
thereupon will, as expeditiously as possible, use its best efforts to effect
the registration under the Securities Act of: (i)            such Registrable Securities which
the Company has been so requested to register by the Demand Party; and (ii)           all other Registrable Securities of
the same class or series as are to be registered at the request of a Demand
Party and which the Company has been requested to register by any other Holder
thereof by written request given to the Company within 15 days after the giving
of such written notice by the Company (which request shall specify the amount
and intended method of disposition of such Registrable Securities), all to the extent necessary
to permit the disposition (in accordance with the intended method thereof as
aforesaid) of the Registrable Securities so to be registered; provided
that, unless  4 
   Holders of a majority of the
shares of Registrable Securities held by Holders consent thereto in writing,
the Company shall not be obligated to file a registration statement relating to
any registration request under this Section 3(a) within a period of 180 days
after the effective date of any other registration statement relating to any
registration request under this Section 3(a) or relating to any registration
effected under Section 2. (b)   Registration Statement Form.  If any registration requested pursuant to
this Section 3 which is proposed by the Company to be effected by the filing of
a registration statement on Form S-3 (or any successor or similar short-form
registration statement) shall be in connection with an underwritten public
offering, and if the managing underwriter shall advise the Company in writing
that, in its opinion, the use of another form of registration statement is of
material importance to the success of such proposed offering, then such
registration shall be effected on such other form. (c)   Expenses.  The Company will pay all Registration Expenses in connection with
registrations of each class or series of Registrable Securities pursuant to
this Section 3. (d)   Effective Registration Statement.  A registration requested pursuant to this
Section 3 will not be deemed to have been effected unless it has become
effective and remains effective for the period provided in Section 4(ii); provided
that if, within 180 days after it has become effective, the offering of
Registrable Securities pursuant to such registration is interfered with by any
stop order, injunction or other order or requirement of the SEC or other
governmental agency or court, such registration will be deemed not to have been
effected. (e)   Selection of Underwriters.  If a requested registration pursuant to this
Section 3 involves an underwritten offering, the Holders of a majority of the
shares of Registrable Securities which are held by Holders and which the
Company has been requested to register shall have the right to select the
investment banker or bankers and managers to administer the offering; provided,
however, that such investment banker or bankers and managers shall be
reasonably satisfactory to the Company. (f)    Priority in Requested Registrations.  If a requested registration pursuant to this
Section 3 involves an underwritten offering and the managing underwriter
advises the Company in writing that, in its opinion, the number of securities
requested to be included in such registration (including securities of the
Company which are not Registrable Securities) exceeds the number which can be
sold in such offering, the Company will include in such registration only the
Registrable Securities of the Holders requested to be included in such
registration.  In the event that the
number of Registrable Securities of the Holders requested to be included in
such registration exceeds the number which, in the opinion of such managing underwriter,
can be sold, the number of such Registrable Securities to be included in such
registration shall be allocated pro rata among all such requesting Holders on
the basis of the relative number of shares of Registrable Securities then held
by each such Holder (provided that any shares thereby allocated to any
such Holder that exceed such Holders request shall be reallocated among the
remaining requesting Holders in like manner). 
In the event that the number of Registrable Securities requested to be
included in such registration is less than the number which, in the opinion of
the managing underwriter, can be sold, the Company may include in such
registration  5 
   the securities the Company
proposes to sell up to the number of securities that, in the opinion of the
underwriter, can be sold. (g)   Limitation on Registration on Request.  Notwithstanding anything in this Section 3
to the contrary, the Company shall not be obligated to take any action to
effect any registration pursuant to this Section 3 if the Company has
previously effected a number of registrations upon the request of an Investor
Stockholder pursuant to this Section 3 equaling or exceeding, in accordance
with Section 3(d) above, (i) eight (8) registrations in the aggregate, in the
case of Constellation and its transferees, (ii) four (4) registrations in the
aggregate, in the case of Providence and its transferees, and (iii) four (4)
registrations in the aggregate, in the case of Carlyle and its transferees.  Holders (other than the Investor
Stockholders) will not be entitled to request any registrations pursuant to
this Section 3 other than pursuant to a written agreement with an Investor
Stockholder as described in the definition of a Demand Party in Section 1. (h)   Additional Rights.  If the Company at any time grants to any
other holders of Common Stock any rights to request the Company to effect the
registration under the Securities Act of any such shares of Common Stock on
terms more favorable to such holders than the terms set forth in this Section
3, the terms of this Section 3 shall be deemed amended or supplemented to the
extent necessary to provide the Holders such more favorable rights and
benefits. (i)    Postponements in Requested Registrations.  (i) If the Company shall at any time furnish
to the Holders a certificate signed by its chairman of the board, chief
executive officer, president or any other of its authorized officers stating
that the filing of a registration statement would require the disclosure of
material information the disclosure of which would, in the good faith judgment
of the Board of Directors of the Company, have a material adverse effect on the
business, operations or prospects of the Company, the Company may postpone the
filing (but not the preparation) of a registration statement required by this
Section 3 for up to 45 days and (ii) if the Board of Directors of the Company
determines in its good faith judgment, that the registration and offering
otherwise required by this Section 3 would have an adverse effect on a then
contemplated public offering of the Companys Common Stock, the Company may
postpone the filing (but not the preparation) of a registration statement
required by this Section 3, during the period starting with the 30th
day immediately preceding the date of the anticipated filing of, and ending on
a date 90 days (or such shorter period as the managing underwriter may permit)
following the effective date of, the registration statement relating to such
other public offering; provided that the Company shall at all times in
good faith use its best efforts to cause any registration statement required by
this Section 3 to be filed as soon as possible and; provided, further,
that the Company shall not be permitted to postpone registration pursuant to
this Section 3(i) more than once in any 360-day period.  The Company shall promptly give the Holders
requesting registration thereof pursuant to this Section 3 written notice of
any postponement made in accordance with the preceding sentence.   If the Company gives the Holders such a
notice, the Holders shall have the right, within 15 days after receipt thereof,
to withdraw their request in which case, such request will not be counted for
purposes of  Section 3(g).  6 
   4.     Registration Procedures.  If and whenever the Company is required to
use its best efforts to effect or cause the registration of any Registrable
Securities under the Securities Act as provided in this Agreement, the Company
will, as expeditiously as possible: (i)            prepare and, in any event within 90
days after the end of the period within which a request for registration may be
given to the Company pursuant to Section 2 or 3, file with the SEC a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective, provided,
however, that the Company may discontinue any registration of its
securities which is being effected pursuant to Section 2 at any time prior to
the effective date of the registration statement relating thereto; (ii)           prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for a period not in excess of 180 days and to comply with
the provisions of the Securities Act, the Exchange Act and the rules and
regulations of the SEC thereunder with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement; provided that before
filing a registration statement or prospectus, or any amendments or supplements
thereto, the Company will furnish to counsel selected pursuant to Section 7
hereof by the Holders of the Registrable Securities covered by such
registration statement to represent such Holders, copies of all documents
proposed to be filed, which documents will be subject to the review of such
counsel; (iii)          furnish to each seller of such
Registrable Securities such number of copies of such registration statement and
of each amendment and supplement thereto (in each case including all exhibits
filed therewith, including any documents incorporated by reference), such
number of copies of the prospectus included in such registration statement
(including each preliminary prospectus and summary prospectus), in conformity
with the requirements of the Securities Act, and such other documents as such
seller may reasonably request in order to facilitate the disposition of the
Registrable Securities by such seller; (iv)          use its best efforts to register or
qualify such Registrable Securities covered by such registration under such
other securities or blue sky laws in such jurisdictions as each seller shall
reasonably request, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the disposition
in such jurisdictions of the Registrable Securities owned by such Seller,
except that the Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction where,
but for the requirements of this clause (iv), it would not be obligated to be
so qualified, to subject itself to taxation in any such jurisdiction or to
consent to general service of process in any such jurisdiction; (v)           use its best efforts to cause such
Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental  7 
   agencies or authorities as
may be necessary to enable the seller or sellers thereof to consummate the
disposition of such Registrable Securities; (vi)          notify each seller of any such
Registrable Securities covered by such registration statement, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act within the appropriate period mentioned in clause (ii) of this Section 4,
of the Companys becoming aware that the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and at the request of any such seller, prepare and
furnish to such seller a reasonable number of copies of an amended or
supplemental prospectus as may be necessary so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; (vii)         use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable (but not more than eighteen months)
after the effective date of the registration statement, an earnings statement
which shall satisfy the provisions of Section 11(a) of the Securities Act and
the rules and regulations promulgated thereunder; (viii)        (A) use its best efforts to list such
Registrable Securities on any securities exchange on which the Common Stock is
then listed if such Registrable Securities are not already so listed and if
such listing is then permitted under the rules of such exchange; and (B) use
its best efforts to provide a transfer agent and registrar for such Registrable
Securities covered by such registration statement not later than the effective
date of such registration statement; (ix)           enter into such customary agreements
(including an underwriting agreement in customary form), which may include
indemnification provisions in favor of underwriters and other persons in
addition to, or in substitution for the provisions of Section 5 hereof, and
take such other actions as sellers of a majority of shares of such Registrable
Securities or the underwriters, if any, reasonably request in order to expedite
or facilitate the disposition of such Registrable Securities; (x)            obtain a cold comfort letter or
letters from the Companys independent public accounts in customary form and
covering matters of the type customarily covered by cold comfort letters as
the seller or sellers of a majority of shares of such Registrable Securities
shall reasonably request; (xi)           make available for inspection by any
seller of such Registrable Securities covered by such registration statement,
by any underwriter participating in any disposition to be effected pursuant to
such registration statement and by any attorney, accountant or other agent
retained by any such seller or any such underwriter, all pertinent financial
and other records, pertinent corporate documents and properties of the  8 
   Company, and cause all of
the Companys officers, directors and employees to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement; (xii)          notify counsel (selected pursuant to
Section 7 hereof) for the Holders of Registrable Securities included in such
registration statement and the managing underwriter or agent, immediately, and
confirm the notice in writing (A) when the registration statement, or any
post-effective amendment to the registration statement, shall have become
effective, or any supplement to the prospectus or any amendment prospectus
shall have been filed, (B) of the receipt of any comments from the SEC, (C) of
any request of the SEC to amend the registration statement or amend or supplement
the prospectus or for additional information, and (D) of the issuance by the
SEC of any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the registration
statement for offering or sale in any jurisdiction, or of the institution or
threatening of any proceedings for any of such purposes; (xiii)         make every reasonable effort to prevent
the issuance of any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the use of any preliminary
prospectus and, if any such order is issued, to obtain the withdrawal of any
such order at the earliest possible moment; (xiv)        if requested by the managing underwriter
or agent or any Holder of Registrable Securities covered by the registration
statement, promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or agent or such Holder
reasonably requests to be included therein, including, without limitation, with
respect to the number of Registrable Securities being sold by such Holder to
such underwriter or agent, the purchase price being paid therefor by such underwriter
or agent and with respect to any other terms of the underwritten offering of
the Registrable Securities to be sold in such offering; and make all required
filings of such prospectus supplement or post-effective amendment as soon
as practicable after being notified of the matters incorporated in such
prospectus supplement or post-­effective amendment; (xv)         cooperate with the Holders of
Registrable Securities covered by the registration statement and the managing
underwriter or agent, if any, to facilitate the timely preparation and delivery
of certificates (not bearing any restrictive legends) representing securities
to be sold under the registration statement, and enable such securities to be
in such denominations and registered in such names as the managing underwriter
or agent, if any, or such Holders may request; (xvi)        obtain for delivery to the Holders of
Registrable Securities being registered and to the underwriter or agent an
opinion or opinions from counsel for the Company in customary form and in form,
substance and scope reasonably satisfactory to such Holders, underwriters or
agents and their counsel;  9 
   (xvii)       cooperate with each seller of Registrable
Securities and each underwriter or agent participating in the disposition of
such Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD; and (xviii)      cause management of the Company to
participate in investor road shows and other investor efforts or meetings. The Company may require each
seller of Registrable Securities as to which any registration is being effected
to furnish the Company with such information regarding such seller and
pertinent to the disclosure requirements relating to the registration and the
distribution of such securities as the Company may from time to time reasonably
request in writing. Each Holder of Registrable
Securities agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in clause (vi) of this Section 4,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until such Holders receipt of the copies of the supplemented or amended
prospectus contemplated by clause (vi) of this Section 4, and, if so directed
by the Company, such Holder will deliver to the Company (at the Companys
expense) all copies, other than permanent file copies then in such Holders possession,
of the prospectus covering such Registrable Securities current at the time of
receipt of such notice.  In the event
the Company shall give any such notice, the period mentioned in clause (ii) of
this Section 4 shall be extended by the number of days during the period from
and including the date of the giving of such notice pursuant to clause (vi) of
this Section 4 and including the date when each seller of Registrable
Securities covered by such registration statement shall have received the copies
of the supplemented or amended prospectus contemplated by clause (vi) of this
Section 4. 5.     Indemnification. 
(a)  Indemnification by the
Company.  In the event of any
registration of any securities of the Company under the Securities Act pursuant
to Section 2 or 3, the Company will, and it hereby does, indemnify and hold
harmless, to the extent permitted by law, the seller of any Registrable
Securities covered by such registration statement, each affiliate of such
seller and their respective directors and officers, members or general and
limited partners (including any director, officer, affiliate, employee, agent
and controlling Person of any of the foregoing), each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls such seller or any such underwriter
within the meaning of the Securities Act (collectively, the Indemnified
Parties), against any and all losses, claims, damages or liabilities,
joint or several, and expenses (including reasonable attorneys fees and
reasonable expenses of investigation) to which such Indemnified Party may
become subject under the Securities Act, common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof, whether or not such ­Indemnified Party is a party thereto)
arise out of or are based upon (a) any untrue statement or alleged untrue
statement of any material fact contained in any registration statement under
which such securities were registered under the Securities Act, any
preliminary, final or summary prospectus contained therein, or any amendment or
supplement thereto, or (b) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which
they were made) not misleading, and the Company will reimburse such Indemnified
Party for any  10 
   legal or any other expenses reasonably incurred by
it in connection with investigating or defending against any such loss, claim,
liability, action or proceeding; provided that the Company shall not be
liable to any Indemnified Party in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement
or amendment or supplement thereto or in any such preliminary, final or summary
prospectus in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such seller
specifically stating that it is for use in the preparation thereof; and provided,
further, that the Company will not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable
Securities or any other Person, if any, who controls such underwriter within
the meaning of the Securities Act, under the indemnity agreement in this
Section 5(a) with respect to any preliminary prospectus or the final prospectus
or the final prospectus as amended or supplemented, as the case may be, to the
extent that any such loss, claim, damage or liability of such underwriter or
controlling Person results from the fact that such underwriter sold Registrable
Securities to a person to whom there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the final prospectus or of the
final prospectus as then amended or supplemented, whichever is most recent, if
the Company has previously furnished copies thereof to such underwriter.  For purposes of the last proviso to the
immediately preceding sentence, the term prospectus shall not be deemed to
include the documents, if any, incorporated therein by reference, and no Person
who participates as an underwriter in the offering or sale of Registrable
Securities or any other Person, if any, who controls such underwriter within
the meaning of the Securities Act, shall be obligated to send or give any
supplement or amendment to any document incorporated by reference in any
preliminary prospectus or the final prospectus to any person other than a
person to whom such underwriter had delivered such incorporated document or
documents in response to a written request therefor.  Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such seller or any Indemnified
Party and shall survive the transfer of such securities by such seller. (b)   Indemnification by the Seller.  The Company may require, as a condition to
including any Registrable Securities in any registration statement filed in
accordance with Section 4 herein, that the Company shall have received an
undertaking reasonably satisfactory to it from the prospective seller of such
Registrable Securities or any underwriter to indemnify and hold harmless (in
the same manner and to the same extent as set forth in Section 5(a)) the
Company and all other prospective sellers with respect to any untrue statement
or alleged untrue statement in or omission or alleged omission from such
registration statement, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement, if such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company through an
instrument duly executed by such seller or underwriter specifically stating
that it is for use in the preparation of such registration statement,
preliminary, final or summary prospectus or amendment or supplement, or a
document incorporated by reference into any of the foregoing.  Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company
or any of the prospective sellers, or any of their respective affiliates,
directors, officers or controlling Persons and shall survive the transfer of
such securities by such seller.  In no
event shall the liability of any selling Holder of Registrable Securities
hereunder be greater in amount  11 
   than the dollar amount of
the net proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation. (c)   Notices of Claims, Etc.  Promptly after receipt by an Indemnified
Party hereunder of written notice of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 5, such Indemnified Party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
latter of the commencement of such action; provided that the failure of
the Indemnified Party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under this Section 5, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice.  In case any such action is
brought against an Indemnified Party, unless in such Indemnified Partys
reasonable judgment a conflict of interest between such Indemnified Party and
indemnifying parties may exist in respect of such claim, the indemnifying party
will be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such Indemnified Party, and after
notice from the indemnifying party to such Indemnified Party of its election so
to assume the defense thereof, the indemnifying party will not be liable to
such Indemnified Party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof other than reasonable costs
of investigation.  No indemnifying party
will consent to entry of any judgment or enter into any settlement which does
not include, as an unconditional term thereof, the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation. (d)   Contribution.  If the indemnification provided for in this
Section 5 from the indemnifying party is unavailable to an Indemnified Party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to herein, then the indemnifying party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages, liabilities or expenses in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and such Indemnified Party in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations.  The relative fault of such indemnifying party and such
Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
indemnifying party or Indemnified Parties, and the parties relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.  The amount paid or payable by a
party under this Section 5(d) as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. The parties hereto agree
that it would not be just and equitable if contribution pursuant to this
Section 5(d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. 
No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.  12 
   (e)   Other Indemnification.  Indemnification similar to that specified in
the preceding provisions of this Section 5 (with appropriate modifications)
shall be given by the Company and each seller of Registrable Securities with
respect to any required registration or other qualification of securities under
any federal or state law or regulation or governmental authority other than the
Securities Act. (f)    Non-Exclusivity.  The obligations of the parties under this
Section 5 shall be in addition to any liability which any party may otherwise
have to any other party. 6.     Rule 144.  The Company covenants that it will file the reports required to
be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder (or, if the Company is not required
to file such reports, it will, upon the request of any Demand Party, make
publicly available such information), and it will take such further action as
any Holder of Registrable Securities (or, if the Company is not required to
file reports as provided above, any Demand Party) may reasonably request, all
to the extent required from time to time to enable such Holder to sell shares
of Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by (i) Rule 144 under the Securities
Act, as such Rule may be amended from time to time, or (ii) any similar rule or
regulation hereafter adopted by the SEC. 
Upon the request of any Holder of Registrable Securities, the Company
will deliver to such Holder a written statement as to whether it has complied
with such requirements.  Notwithstanding
anything contained in this Section 6, the Company may deregister under Section
12 of the Exchange Act if it then is permitted to do so pursuant to the
Exchange Act and the rules and regulations thereunder. 7.     Selection of Counsel.  In connection with any registration of
Registrable Securities pursuant to Section 2 or 3 hereof, the Holders of a
majority of the Registrable Securities covered by any such registration may
select one counsel to represent all Holders of Registrable Securities covered
by such registration; provided, however, that in the event that
the counsel selected as provided above is also acting as counsel to the Company
in connection with such registration, the remaining Holders shall be entitled
to select one additional counsel to represent all such remaining Holders. 8.     Miscellaneous. (a)   Holdback Agreement.  If any registration shall be in connection
with an underwritten public offering (including the IPO), each Holder of
Registrable Securities agrees not to effect any public sale or distribution,
including any sale pursuant to Rule 144 under the Securities Act, of any equity
securities of the Company, or of any security convertible into or exchangeable
or exercisable for any equity security of the Company (in each case, other than
as part of such underwritten public offering), within seven days before, or
such period not to exceed 90 days (or 180 days in the case of an IPO) as the
underwriting agreement may require (or such lesser period as the managing
underwriters may permit) after, the effective date of such registration, and
the Company hereby also so agrees and agrees to cause each other holder of any
equity security, or of any security convertible into or exchangeable or
exercisable for any equity security, of the Company purchased from the Company
(at any time other than in a public offering) to so agree.  13 
   (b)   Amendments and Waivers.  This Agreement may be amended and the
Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of all the
Investor Stockholders and each other Holder of Registrable Securities to whom
an Investor Stockholder transfers Registrable Securities so long as such other
Holder owns at least 10% of the total outstanding shares of Common Stock.  Each Holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any consent authorized by
this Section 8(b), whether or not such Registrable Securities shall have been
marked to indicate such consent. (c)   Successors, Assigns and Transferees.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.  In addition,
and whether or not any express assignment shall have been made, the provisions
of this Agreement which are for the benefit of the parties hereto other than
the Company shall also be for the benefit of and enforceable by any subsequent
Holder of any Registrable Securities, subject to the provisions contained
herein.  Without limitation to the
foregoing, in the event that an Investor Stockholder or any of its successors
or assigns or any other subsequent Holder of any Registrable Securities
distributes or otherwise transfers any shares of the Registrable Securities to
any of its present or future shareholders, members, or general or limited
partners, the Company hereby acknowledges that the registration rights granted
pursuant to this Agreement shall be transferred to such shareholders, members
or general or limited partners on a pro rata basis, and that at or after the
time of any such distribution or transfer, any such shareholder, member,
general or limited partner or group of shareholders, members or general or
limited partners may designate a Person to act on its behalf in delivering any
notices or making any requests hereunder. (d)   Notices.  All notices and other communications provided for hereunder shall
be in writing and shall be sent by first class mail, telex, telecopier or hand
delivery:  If to the Company:
  PanAmSat Corporation
  20 Westport Road
  Wilton, Connecticut  06897Attention:
  Telecopy:
  James W. Cuminale
  203-912-5647With a copy to:
  (which shall not
  constitute notice)
  Simpson Thacher & Bartlett LLP
  425 Lexington Avenue
  New York, New York  10017Attention:
  Facsimile:
  Gary I. Horowitz
  Marni J. Lerner
  (212) 455-2502  14 
   If to Constellation:
  Constellation, LLC
  c/o Kohlberg Kravis & Roberts & Co., L.P.
  9 West 57th Street
  New York, New York  10019Attention:
  Telecopy:
  Alexander Navab
  (212) 750-0003With copies to:
  (which shall not
  constitute notice)
  Simpson Thacher & Bartlett LLP
  425 Lexington Avenue
  New York, New York  10017Attention:
  Telecopy:
  Gary I. Horowitz
  Marni J. Lerner
  (212) 455-2502If to Carlyle:
  Carlyle PanAmSat I, L.L.C.
  Carlyle PanAmSat II, L.L.C.  
  1001 Pennsylvania Avenue, N.W.
  Suite 220 South
  Washington, D.C. 20004Attention:
  Telecopy:
  Bruce E. RosenblumWith a copy to:
  (which shall not
  constitute notice)
  Latham & Watkins LLP
  555 Eleventh Street, NW
  Suite 1000
  Washington, D.C.  20004-1304Attention:
  Telecopy:
  Daniel T. Lennon
  (202) 637-2201If to Providence:
  PEP PAS, LLC
  PEOP PAS, LLC
  50 Kennedy Plaza
  18th Floor
  Providence, RI 02903Attention:Telecopy:
  Paul Salem(401) 751-1709With a copy to:
  (which shall not
  constitute notice)
  Latham & Watkins LLP
  555 Eleventh Street, NW
  Suite 1000
  Washington, D.C.  20004-1304Attention:
  Telecopy:
  Daniel T. Lennon
  (202) 637-2201  15 
   If to any other holder of
Registrable Securities, to the address of such other holder as shown in the
stock record book of the Company, or to such other address as any of the above
shall have designated in writing to all of the other above. All
such notices and communications shall be deemed to have been given or made (A)
when delivered by hand, (B) five business days after being deposited in the
mail, postage prepaid or (C) when telecopied, receipt acknowledged. (e)   Descriptive Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. (f)    Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein. (g)   Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.  This
Agreement may be executed by facsimile signature(s). (h)   Governing Law; Submission to Jurisdiction.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New
York.  The parties to this Agreement
hereby agree to submit to the 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 in any action or proceeding
arising out of or relating to this Agreement. (i)    Specific Performance.  Each party hereto acknowledges that money
damages would not be an adequate remedy in the event that any of the covenants
or agreements in this Agreement are not performed in accordance with its terms,
and it is therefore agreed that in addition to and without limiting any other
remedy or right it may have, the non-breaching party will have the right to an
injunction, temporary restraining order or other equitable relief in any court
of competent jurisdiction enjoining any such breach and enforcing specifically
the terms and provisions hereof. (j)    Further Assurances.  At any time or from time to time after the
date hereof, the parties agree to cooperate with each other, and at the request
of any other party, to execute and deliver any further instruments or documents
and to take all such further action as the other party may reasonably request
in order to evidence or effectuate the consummation of the transactions
contemplated hereby and to otherwise carry out the intent of the parties
hereunder. (k)   Termination.  The provisions of this Agreement (other than Section 5) shall
terminate at such time as there shall be no Registrable Securities
outstanding.  Nothing herein shall
relieve any party from any liability for the breach of any of the agreements
set forth in this Agreement.  16 
   IN WITNESS WHEREOF, each of
the undersigned has executed this Agreement or caused this Agreement to be duly
executed on its behalf as of the date first written above. PANAMSAT CORPORATIONBy:
  /s/ James W. CuminaleName:
  James W. CuminaleTitle:
  Executive Vice President
  & General CounselCONSTELLATION, LLCBy:
  /s/ Alexander NavabName:
  Alexander NavabTitle:
  PresidentCARLYLE PANAMSAT I, LLCBy:
  /s/ Bruce RosenblumName:
  Bruce RosenblumTitle:
  Managing DirectorCARLYLE PANAMSAT II, LLCBy:
  /s/ Bruce RosenblumName:
  Bruce RosenblumTitle:
  Managing DirectorPEP PAS, LLCBy:
  /s/ Paul SalemName:
  Paul SalemTitle:PEOP PAS, LLCBy:
  /s/ Paul SalemName:
  Paul SalemTitle:   17