Exhibit 2.3 PANAMSAT
CORPORATION
20 Westport Road
Wilton, CT 06897 August
20, 2004 Hughes Network Systems, Inc.
11717 Exploration Lane
Germantown, MD  20874 Ladies and Gentlemen: Reference is made to that
certain Transaction Agreement, dated as of April 20, 2004 (the Transaction
Agreement), among Constellation, LLC (Constellation), PanAmSat
Corporation (PanAmSat), The DIRECTV Group, Inc. (DIRECTV) and
PAS Merger Sub, Inc. and the Letter Agreement, dated August 12, 2004 (the Letter
Agreement), among DIRECTV and Constellation and acknowledged by PanAmSat.
Capitalized terms used herein without definition shall have the meanings
assigned thereto in the Transaction Agreement. In connection with the
anticipated Stock Purchase Closing, PanAmSat and Hughes Network Systems, Inc.,
a California corporation and subsidiary of DIRECTV (HNS), hereby agree
to amend the Master Agreement for Satellite Capacity, dated October 25, 2001,
and the service orders entered into thereunder (collectively, the Master
Agreement) between PanAmSat and HNS (concurrent with the other amendments
to the Master Agreement as provided by the Transaction Agreement and the Letter
Agreement (such other amendments, the Concurrent Amendments)) as
follows: 1.             In each case, with respect to the extended lease terms
as referenced in paragraph 1(a) of Section 2.03(f)(vii) of the Company
Disclosure Schedule, as amended by the Letter Agreement, and, with respect to
Galaxy IVR or any successor satellite thereto, after December 31, 2006, HNS will
have the right to sublease, assign (provided HNS remains liable therefor) or
otherwise permit others to use the leased transponders for any lawful purpose.
Any remarketing/sublease, assignment or third party use provisions in the
Master Agreement will remain in effect for the current non-extended lease term. 2.             PanAmSat will be permitted, on a non-exclusive basis, to
act as broker (for an appropriate commission) for HNS to sublease any leased
transponders not used or subleased by FINS, with FINS reserving all approval
rights for any such subleases, etc., and also reserving the right to appoint
other brokers or act on its own behalf. In addition, HNS will be permitted to
sublease, assign or otherwise permit others to use any or all of the leased
transponders, provided that FINS will give PanAmSat prior written notice of
such intention, which shall specify, by transponder, the date(s) after which
any such transponder(s) will be available for sublease, assignment or use. For
a period of four months after receipt of such notice, PanAmSat will have the
exclusive right to market the applicable transponder(s) as broker (for an
appropriate commission) for HNS with HNS reserving all approval rights for any
such   
   subleases. At the expiration of the four-month period,
PanAmSat shall no longer have exclusivity and the first sentence of this
paragraph 2 will apply. This letter agreement may be
executed in counterparts, each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument. Except
as expressly provided herein, the Master Agreement and the Concurrent
Amendments remain in full force and effect. This letter agreement shall
be governed and construed in accordance with the laws of the State of
Connecticut without regard to principles of conflicts of law.  Very truly yours,PANAMSAT CORPORATIONBy:
  /s/ James W. CuminaleName:  James W. CuminaleTitle: EVP & General
  Counsel  Accepted and Agreed as of
the date first written above: HUGHES NETWORK SYSTEMS, INC.  By:
  /s/ Larry D. HunterName: Larry D. HunterTitle: Attorney-in-Fact  cc:
  Alexander NavabLarry HunterGary HorowitzMarni LernerJames CuminaleDavid WilfFrederick GreenMichael Lubowitz   2