<PAGE>

                                                                   Exhibit 10.20

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                           Revolving Credit Agreement

                           Dated as of October 1, 2001

                                     between

                         Hughes Electronics Corporation

                                       and
                      General Motors Acceptance Corporation

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
                                    SECTION 1
                                   DEFINITIONS
<S>      <C>                                                                                               <C>
1.1      Definitions....................................................................................    1

                                    SECTION 2
                                   THE CREDIT

2.1      The Commitment.................................................................................    6
2.2      The Loans......................................................................................    6
2.3      Requests for Loans.............................................................................    7
2.4      Interest and Principal on Loans................................................................    7
2.5      Loan Accounts..................................................................................    7
2.6      Disbursements and Payments.....................................................................    7

                                    SECTION 3
                         PAYMENT OF COSTS AND REDUCTION
                                OF THE COMMITMENT

3.1      Indemnification................................................................................    8
3.2      Increased Costs................................................................................    8
3.3      Taxes..........................................................................................    8
3.4      Prepayment.....................................................................................    9
3.5      Reduction of Commitment by Borrower............................................................    9
3.6      Notice of Reductions...........................................................................    9
3.7      Effect of Reduction of Commitment..............................................................    9

                                    SECTION 4
                           [Intentionally left blank]

                                    SECTION 5
                              CONDITIONS PRECEDENT

5.1      Conditions Precedent to Signing Date...........................................................   10
5.2      Conditions Precedent to Effective Date.........................................................   10
5.3      Conditions Precedent to Loans..................................................................   10

                                    SECTION 6
                         REPRESENTATIONS AND WARRANTIES

6.1      Authority of Borrower..........................................................................   11
6.2      Binding Obligations............................................................................   12
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>      <C>                                                                                               <C>
6.3      Incorporation of Restricted Subsidiaries.......................................................   12
6.4      No Contravention...............................................................................   12
6.5      Notices........................................................................................   12
6.6      Financial Statements...........................................................................   12
6.7      ERISA..........................................................................................   12
6.8      Regulation U...................................................................................   13
6.9      Taxes..........................................................................................   13
6.10     Insurance......................................................................................   13
6.11     Liens..........................................................................................   13

                                    SECTION 7
                        AFFIRMATIVE COVENANTS OF BORROWER

7.1      Use of Proceeds of Loans.......................................................................   13
7.2      Management of Business.........................................................................   13
7.3      Notice of Certain Events.......................................................................   13
7.4      Records........................................................................................   14
7.5      Information Furnished..........................................................................   14
7.6      Execution of Other Documents...................................................................   15
7.7      ERISA..........................................................................................   15
7.8      Compliance with Law............................................................................   15

                                    SECTION 8
                         NEGATIVE COVENANTS OF BORROWER

8.1      Liens..........................................................................................   15
8.2      Mergers, Liquidations and Sales of Assets......................................................   17
8.3      Defaults.......................................................................................   18
8.4      Compliance with Regulations....................................................................   18
8.5      Financial Covenants............................................................................   18

                                    SECTION 9
                                EVENTS OF DEFAULT

9.1      Events of Default..............................................................................   18
9.2      Recovery of Amounts Due........................................................................   21
9.3      Rights Cumulative..............................................................................   21

                                   SECTION 10
                                   THE LENDER

10.1     Representations By Lender......................................................................   21

                                   SECTION 11
                            MISCELLANEOUS PROVISIONS

11.1     Amendments and Waivers.........................................................................   21
11.2     Notices........................................................................................   22
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>      <C>                                                                                               <C>
11.3     Waiver.........................................................................................   23
11.4     NEW YORK LAW...................................................................................   23
11.5     Headings.......................................................................................   23
11.6     Accounting Terms...............................................................................   23
11.7     Counterparts...................................................................................   24
11.8     Singular; Plural...............................................................................   24
11.9     Illegality.....................................................................................   24
11.10    Assignments....................................................................................   24
11.11    Fees and Expenses..............................................................................   24
11.12    Indemnity......................................................................................   24
11.13    Waiver of Right to Trial by Jury...............................................................   25
</TABLE>

                                      iii


<PAGE>



                           REVOLVING CREDIT AGREEMENT

     THIS REVOLVING CREDIT AGREEMENT ("Agreement") is entered into as of October
1, 2001 (the "Signing Date") between HUGHES ELECTRONICS CORPORATION, a
corporation organized and existing under the laws of Delaware ("Borrower"), and
GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation organized under the laws of
Delaware ("Lender").

                                 R E C I T A L S
                                 ---------------

     WHEREAS, Borrower and Lender wish to enter into a credit facility to
provide Borrower with additional liquidity and to assure the timely and ultimate
payment of all sums payable hereunder;

     NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrower and Lender agree as follows:

                                    SECTION 1
                                   DEFINITIONS

     1.1 Definitions.
         -----------

     "Applicable Amount" means 12.5 basis points per annum on the outstanding
principal amount of the Loans which does not exceed the outstanding principal
balance of the Credit Balance Account from time to time, and 175 basis points
per annum on the outstanding principal amount of the loans which does exceed the
outstanding principal balance of the Credit Balance Account from time to time.

     "Affiliate" means, with respect to Lender, any other Person where the
beneficial interest in a majority of the regular, voting securities of such
Person is directly or indirectly in control of, controlled by or under common
control with, Lender.

     "Authorized Designee" means the chief executive officer, the vice chairman,
the chief financial officer, treasurer or the assistant treasurer of Borrower,
or any other officer of Borrower specified as being an Authorized Designee in
the certificate delivered pursuant to Section 5.2(c).

     "Availability Period" means the period commencing on the Effective Date and
ending on the Termination Date.

     "Bank of America" means Bank of America, NA.

     "Borrowing Date" means a date on which funds are advanced to Borrower by
Lender pursuant to a Loan Request.

     "Business Day" means a day other than a Saturday or Sunday on which banks
are open for business in Los Angeles, California, Detroit, Michigan and New
York, New York.

                                      -1-

<PAGE>

     "Commitment" means $500 million ($500,000,000) plus the principal amount of
the Credit Balance Account that is then outstanding, but not more than $2
billion ($2,000,000,000), as such amounts may be reduced or changed pursuant to
Section 3.5.

     "Compliance Certificate" means a certificate in the form of Exhibit D,
properly completed and signed by Borrower's Chief Financial Officer, Treasurer,
Chief Accounting Officer or an Assistant Treasurer.

     "Consolidated Adjusted Net Worth" means, as of the date of determination
thereof, the consolidated stockholder's equity of Borrower and its Subsidiaries
determined in accordance with GAAP adjusted by adding back the amount by which
such consolidated stockholder's equity has been reduced (or by subtracting the
amount by which stockholder's equity has been increased) on account of (a)
changes subsequent to December 31, 1992 in the long term liability of Borrower
and its Subsidiaries for post-retirement benefits other than pensions and (b)
specified material non-cash adjustments resulting from the adoptions of future
pronouncements of the Financial Accounting Standards Board.

     "Consolidated EBITDA" means, for any period, for Borrower and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (a)
Consolidated Net Income, plus (b) Consolidated Interest Charges, plus (c) the
amount of taxes, based on or measured by income, used or included in the
determination of such Consolidated Net Income, plus (d) the amount of
depreciation and amortization expense deducted in determining such Consolidated
Net Income; plus (e) if a non-cash charge is taken in connection with the
write-off of equity investment in Sky Perfect Communications, Inc., the amount
of such non-cash charge; plus (f) the noncash component of any unusual or
nonrecurring item of loss or expense (or minus the noncash component of any
unusual or nonrecurring item of gain or income) to the extent used or included
in the determination of such Consolidated Net Income, provided that with respect
to accruals or reserves for future cash disbursements, such future cash
disbursements shall be deducted in the fiscal period in which such cash
disbursement is made.

     "Consolidated Funded Indebtedness" means, as of any date of determination,
for Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the
outstanding principal amount of all obligations and liabilities, whether current
or long-term, for borrowed money (including Loans hereunder), and (b) that
portion of obligations with respect to capital leases that are capitalized in
the consolidated balance sheet of Borrower and its Subsidiaries in excess of an
aggregate amount of $25,000,000.

     "Consolidated Interest Charges" means, for any period, for Borrower and its
Subsidiaries on a consolidated basis, the sum of (a) all interest, premium
payments, fees, charges and related expenses payable by Borrower and its
Subsidiaries in connection with borrowed money (including capitalized interest)
or in connection with the deferred purchase price of assets and imputed interest
associated with the assumption of liabilities relating to programming contracts
under purchase accounting in accordance with GAAP, in each case to the extent
treated as interest in accordance with GAAP, and (b) the portion of rent payable
by Borrower and its Subsidiaries with respect to such period under capital
leases that is treated as interest in accordance with GAAP.

                                      -2-

<PAGE>

     "Consolidated Net Income" means, for any period, for Borrower and its
Subsidiaries on a consolidated basis, the net income of Borrower and its
Subsidiaries from continuing operations after extraordinary items (excluding
gains or losses from Dispositions of assets) for that period.

     "Consolidated Tangible Net Worth" means, at any date of determination,
Consolidated Adjusted Net Worth less the consolidated intangible assets of
                                ----
Borrower and its Subsidiaries, determined in accordance with GAAP.

     "Credit Balance Account" means up to $2 billion of restricted funds
deposited by Borrower with Lender pursuant to the Loan Set-Off and Security
Agreement against which Lender has the legally enforceable right to set-off in
order to collect amounts owing under this Agreement.

     "Credit Balance Account Rate" means the interest rate payable by Lender to
Borrower from time to time pursuant to the Loan Set-Off and Security Agreement.

     "Debt Rating" means, as of any date of determination, the rating as
determined by either Standard & Poor's Ratings Services or Moody's Investors
Service, Inc. (collectively, the "Debt Ratings") of (a) the Borrower's senior
unsecured long-term debt or (b) if the foregoing debt is not outstanding, then
the rating of this credit facility or the implied rating of senior unsecured and
non-credit enhanced debt securities, provided that if both ratings in this
                                     -------- ----
clause (b) have been issued then both shall apply; or (c) if neither (a) nor (b)
apply, then the rating of long-term debt issued by equipment trusts guaranteed
by Borrower, if any. Initially, the Debt Ratings shall be determined from the
certificate delivered pursuant to Section 5.2(d). Thereafter the Debt Ratings
shall be determined from the most recent public announcement of any changes in
such Debt Ratings.

     "Effective Date" means the date the conditions set forth in Section 5.2 are
satisfied or waived by the Lender.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as in
effect from time to time.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
under common control with Borrower or any Subsidiary of Borrower within the
meaning of Section 414(b), 414(c) or 414(m) of Internal Revenue Code of 1986, as
amended.

     "Event of Default" means any event specified in Section 9.1.

     "Existing Credit Agreement" means the Amended and Restated Revolving Credit
Agreement (Multi-Year Facility) dated as of November 24, 1999, as amended, among
Borrower, the banks party thereto and Bank of America, as agent for such banks.

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
System, or any successor thereto.

                                      -3-

<PAGE>

     "Financing Statement" means the UCC-1 financing statement executed by
Borrower evidencing Lender's first-priority properly perfected security interest
in the Credit Balance Account.

     "GAAP" means generally accepted accounting principles set forth from time
to time in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the accounting
profession), or in such other statements by such other entity as may be in
general use by significant segments of the U.S. accounting profession, which are
applicable to the circumstances as of the date of determination.

     "Interest Payment Date" means the last day of each calendar quarter
beginning with December 31, 2001.

     "Leverage Ratio" means, as of the end of any fiscal quarter, for the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Funded Indebtedness as of such date, less the principal amount of
the Credit Balance Account and other cash and cash equivalents of the Borrower
and its Subsidiaries as of such date, to (b) Consolidated EBITDA for the period
of the four fiscal quarters ended on such date.

     "Lien" means any trust deed, mortgage, pledge, hypothecation, assignment,
security interest, lien, charge or encumbrance, or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the lien of an attachment, judgment or
execution, or any conditional sale or other title retention agreement, any
capitalized lease, and the filing of, or agreement to give, any financing
statement under the Uniform Commercial Code or comparable law of any
jurisdiction, but excluding financing statements filed to give notice of leases
in the ordinary course of business).

     "Loan" or "Loans" means the loans described in Section 2.

     "Loan Set-Off and Security Agreement" means an agreement between Borrower
and Lender in the form of Exhibit E hereto.

     "Loan Request" means a notice given by Borrower pursuant to Section 2.3.

     "Material Change" means any adverse change which could reasonably be
expected to materially impair Borrower's ability to timely and fully perform its
obligations under this Agreement.

     "Moody's" means Moody's Investors Service, Inc.

     "Note" means the Promissory Note in the principal sum of $2 billion dated
the approximate even date of this Agreement in favor of Lender and executed by
Borrower.

     "PAS" means PanAmSat Corporation.

                                      -4-

<PAGE>

     "Person" means any legal individual, firm, company, corporation, joint
venture, joint-stock company, trust, unincorporated organization, governmental
or state entity, or any association or partnership (whether or not having
separate legal personality) of two or more of the foregoing.

     "Plan" means any employee benefit pension plan which is subject to the
provisions of Title IV of ERISA and which is maintained for employees of
Borrower or any Subsidiary.

     "Principal Amount" means, when used with reference to any Loan, the amount
requested in the Loan Request relating thereto and made available to Borrower by
the Lender hereunder.

     "Principal Repayment Date" means the Termination Date.

     "Reportable Event" means any of the events set forth in Section 4043(b) of
ERISA or the regulations thereunder excluding those events for which the 30-day
notice requirement is waived, a withdrawal from a Plan described in Section 4063
of ERISA, or a cessation of operations described in Section 4062(e) of ERISA.

     "Required Rating" means a Debt Rating by S&P of "BB-" or better and a Debt
Rating by Moody's of "Ba3" or better.

     "Restricted Subsidiaries" means each Subsidiary (i) having assets exceeding
10% of the Consolidated Tangible Net Worth of Borrower and its Subsidiaries on a
consolidated basis or (ii) having operating revenues exceeding 10% of the
operating revenues of Borrower and its Subsidiaries on a consolidated basis, in
each case as shown on the pro forma financial statements dated as of June 30,
1997 and, thereafter, as shown on the audited consolidated financial statements
of Borrower and its Subsidiaries as of the end of the fiscal year immediately
preceding the date of determination; provided, however, that "Restricted
Subsidiary" shall not include any Subsidiary which is a corporation created
solely to purchase receivables from Borrower or any of its Subsidiaries, and
which would not, in accordance with GAAP, be included in the consolidated
financial statements of Borrower.

     "S&P" means Standard & Poor's Ratings Services.

     "Stockholder's Equity" means, as of any date of determination for Borrower
and its Subsidiaries on a consolidated basis, stockholder's equity as of that
date determined in accordance with GAAP.

     "Signing Date" means October 1, 2001.

     "Subsidiaries" (individually a "Subsidiary") means those corporations or
entities of which Borrower owns more than 50% of the voting securities. If
Borrower, subject to the terms hereof, permits its ownership to fall to 50% or
below of outstanding voting shares of any Subsidiary, such Subsidiary shall
thereupon cease to be a Subsidiary for all purposes hereof.

     "Tax" and "Taxes" mean all taxes, levies, imposts, duties, fees or other
charges of whatsoever nature however imposed by any country or any subdivision
or authority of or in that

                                      -5-

<PAGE>

country in any way connected with this Agreement or any instrument or agreement
required hereunder, and all interest, penalties or similar liabilities with
respect thereto, except such taxes as are imposed on or measured by Lender's net
income or capital and franchise taxes, by the country or any subdivision or
authority of or in that country in which Lender's principal office is located.

     "Termination Date" means September 30, 2002; provided, that if no Event of
                                                  --------
Default or Unmatured Event of Default has occurred and is continuing, Borrower
shall have the right, exercisable from time to time by giving written notice to
Lender not more than forty-five (45) days before the Termination Date then in
effect but not less than 5 Business Days before the Termination Date then in
effect (unless the Termination Date then in effect is on a calendar quarter end,
then written notice must be received by Lender at least 10 Business Days prior
to the Termination Date then in effect), to extend the Termination Date to the
last day of the next calendar month; provided, further, that in no event shall
                                     --------  -------
the Termination Date be later than March 31, 2003. If the scheduled Termination
Date is not a Business Day, the Termination Date shall be the next preceding
Business Day.

     "Unmatured Event of Default" means an event which with the passage of time
or the giving of notice, or both, would become an Event of Default.

     "Voting Stock" means capital stock of Borrower having voting power under
ordinary circumstances to elect directors of Borrower.

     "Withdrawal Liability" means, as of any determination date, the aggregate
amount of the liabilities, if any, pursuant to Section 4201 of ERISA if the
Borrower or any ERISA Affiliate made a complete withdrawal from all Plans and
any increase in contributions pursuant to Section 4243 or ERISA.

                                    SECTION 2
                                   THE CREDIT

     2.1 The Commitment.
         --------------

     (a) From time to time, during the Availability Period, Lender agrees to
make Loans to Borrower in U.S. Dollars up to the amount of the Commitment,
subject to reduction of such amount at Borrower's option, pursuant to Section
3.5.

     (b) The aggregate principal amount of such Loans outstanding at any one
time shall not exceed the then current amount of the Commitment.

     2.2 The Loans. Each Loan shall be in U.S. Dollars, and shall be in the
         ---------
minimum amount of $5,000,000 with any additional amounts in integral multiples
of $1,000,000. This is a revolving credit, and Borrower may, during the
Availability Period, reborrow amounts repaid or prepaid. No Loan nor any part of
any Loan shall be repaid except at the times and in the manner expressly
provided herein.

                                      -6-

<PAGE>

     2.3 Requests for Loans. Each Loan shall be made upon irrevocable written or
         ------------------
telephonic notice, confirmed promptly in writing, substantially in the form of
Exhibit A hereto, by Borrower to Lender received by Lender not later than 11
a.m. Detroit time not less than 2 Business Days prior to the Borrowing Date.

     2.4 Interest and Principal on Loans. The outstanding Principal Amount of
         -------------------------------
each Loan shall bear interest until payment is due in full (computed daily on
the basis of a 360 day year and actual days elapsed) at the rate of interest for
each calendar month equal to the Credit Balance Account Rate for such month plus
the Applicable Amount. Upon each increase or decrease in the Credit Balance
Account Rate, the rate of interest shall be increased or decreased by the same
amount as the increase or decrease in the Credit Balance Account Rate. In no
event shall the applicable interest rate under this section or Section 2.6(c)
exceed the maximum permitted by law. Borrower shall pay interest on each Loan on
each Interest Payment Date for the interest accruing since the previous Interest
Payment Date on such Loan. Borrower shall repay in full the Principal Amount of
each Loan on the Termination Date.

     2.5 Loan Accounts. Lender shall open and maintain on its books one or more
         -------------
loan accounts in Borrower's name. Each loan account shall show (without
duplication) as debits thereto each Loan and as credits thereto all Loan
payments received by Lender and applied to principal so that the balance of the
loan account(s) at all times reflect the principal amount due Lender from
Borrower. All entries in said books shall be presumptive evidence of the making
of each Loan, the obligation of Borrower to repay each Loan, and all payments
received and disbursed by Lender.

     2.6 Disbursements and Payments
         --------------------------

     (a) Each Loan shall be made in immediately available funds (or such other
funds as Borrower may require) at Bank of America, Concord, CA, ABA # 121000358,
Account #123560-6628, or such other office designated by Borrower from time to
time and each payment of principal, interest and other sums under this Agreement
shall be made in immediately available funds (or such other funds as Lender may
require) at Chase Manhattan Bank, ABA # 0210-00021, General Motors Acceptance
Corporation Acct. # 910-2-476646, Ref: Hughes Electronics Corporation, Attn:
Mervis Johnson, or such other office designated by Lender from time to time.

                                      -7-

<PAGE>

     (b) Each payment by Borrower shall be made to the Lender without set-off or
counterclaim and not later than 12 noon Detroit time on the day such payment is
due. All sums received after such time shall be deemed received on the next
Business Day.

     (c) Any sum of principal or interest payable by Borrower hereunder if not
paid when due shall bear interest (payable on demand) from its due date until
payment in full (computed daily on the basis of a 360 day year and actual days
elapsed) at a rate per annum equal to the Credit Balance Account Rate plus the
Applicable Amount plus one percentage point.

                                    SECTION 3
                         PAYMENT OF COSTS AND REDUCTION
                                OF THE COMMITMENT

     3.1 Indemnification. If Borrower fails to borrow, pay or prepay any Loan on
         ---------------
a date designated to Lender in a notice pursuant to this Agreement, Borrower
shall reimburse Lender within 15 days after receipt of written demand for any
loss incurred by it as a result of the timing of such payment or non-borrowing,
including without limitation any loss incurred in liquidating or employing funds
from third parties and those costs set forth in Section 3.4 below. A certificate
of Lender setting forth the amounts reasonably necessary so to reimburse it in
respect of any loss shall be conclusive and binding absent manifest error.

     3.2 Increased Costs. If after the date hereof, there shall in the
         ---------------
reasonable opinion of the Lender be any change in the tax, accounting or rating
agency treatment of the Commitment, the Loans or the Credit Balance Account,
Lender shall give prompt notice to Borrower describing such change at least four
Business Days prior to the date Lender will begin to implement additional
charges with respect to Borrower. If the result of any of the foregoing is to
increase the cost or reduce the profit to Lender under this Agreement by an
amount deemed by Lender to be material, then, within 15 days after written
demand by Lender, Borrower will pay to Lender such additional amount or amounts
as will compensate Lender for such increased cost incurred or reduction in
profit suffered by Lender. A certificate of Lender setting forth the basis for
determining such additional amount or amounts necessary to compensate the Lender
shall be conclusive and binding absent manifest error.

     3.3 Taxes. All payments or reimbursements under this Agreement and any
         -----
instrument or agreement required hereunder shall be made without set-off or
counterclaim and free and clear of and without deduction for any and all present
and future Taxes. Borrower agrees to cause all such Taxes to be paid on behalf
of Lender directly to the appropriate governmental authority. If Borrower is
legally prohibited from complying with this section, payments due to Lender
under this Agreement and any instrument or agreement required hereunder shall be
increased so that, after provisions for Taxes and all Taxes on such increase,
the amounts received by Lender will be equal to the amounts required under this
Agreement and any instrument or agreement required hereunder as if no Taxes were
due on such payments. Borrower shall indemnify Lender for the full amount of
Taxes payable by Lender and any liabilities (including penalties, interest and
expenses) arising from such Taxes within 30 days from any written demand by
Lender. Borrower shall provide evidence that all applicable Taxes have been paid
to the appropriate taxing authorities by delivering to Lender official tax
receipts

                                      -8-

<PAGE>

or notarized copies or other evidence thereof satisfactory to Lender, within 90
days after the due date for such Tax payment.

     3.4 Prepayment.
         ----------

     Upon the irrevocable written notice of Borrower received by Lender by 11
a.m. Detroit time at least 5 Business Days prior to the prepayment of a Loan
(unless such prepayment of a Loan is on calendar quarter end, then written
notice must be received by Lender by 11 a.m. Detroit time at least 10 Business
Days prior to the prepayment of a Loan), Borrower may prepay any Loan; but such
prepayment shall be in an amount of at least $5,000,000 with integral multiples
of $1,000,000 in excess thereof. The notice of prepayment shall specify the date
of the prepayment, the amount of the prepayment and the Loan to be prepaid. Each
such prepayment shall be made on the date specified and shall be accompanied by
the payment of accrued interest on the amount prepaid. Subject to compliance
with the foregoing procedures, Loans may be prepaid at any time without cost or
penalty of any kind except for any costs incurred by Lender with respect to a
prepayment of any associated liabilities of the Lender, including without
limitation commercial paper.

     3.5 Reduction of Commitment by Borrower. Borrower may, upon 10 Business
         -----------------------------------
Days' prior written notice (which notice shall be irrevocable) reduce the
Commitment. Such a reduction shall be in an integral multiple of $5,000,000.
Borrower shall, on the effective date of each such reduction, repay to Lender
that portion of each Loan which exceeds the amount of the Commitment as reduced,
together with accrued interest on the amount paid. After the effective date of
each reduction, the Lender's obligations under this Agreement shall be based on
the reduced Commitment.

     3.6 Notice of Reductions. Each notice of reduction or prepayment given
         --------------------
pursuant to Section 3.4 or 3.5 shall be irrevocable, shall specify the date upon
which such reduction or prepayment is to be made and, in the case of a notice of
prepayment, shall obligate Borrower to make such prepayment on such date.

     3.7 Effect of Reduction of Commitment. Borrower may terminate the
         ---------------------------------
Commitment at any time prior to the Effective Date upon notice thereof to
Lender. The obligations of Borrower under Sections 3.1, 3.2, 3.3, 11.11, 11.12
and 11.13 shall survive the cancellation or termination of the Commitment and
the termination of this Agreement.

                                    SECTION 4
                           [Intentionally left blank]

                                    SECTION 5
                              CONDITIONS PRECEDENT

                                      -9-

<PAGE>

     5.1 Conditions Precedent to Signing Date. The occurrence of the Signing
         ------------------------------------
Date is subject to the condition that on the Signing Date this Agreement, duly
executed and delivered by the parties hereto, shall have been delivered to
Lender.

     5.2 Conditions Precedent to Effective Date. The obligation of Lender to
         --------------------------------------
make the initial Loans hereunder is subject to the condition that on the
Effective Date there shall have been delivered to the Lender:

     (a) The Note, duly executed and delivered by the Borrower.

     (b) The favorable written opinions, dated the Effective Date, of the
General Counsel or Assistant General Counsel of Borrower in the form set out in
Exhibit C with such changes as are consented to by the Lender.

     (c) Certificate of the Secretary or an Assistant Secretary of Borrower
dated the Effective Date as to (i) the Certificate of Incorporation and the
By-laws of Borrower, (ii) the resolution of the Board of Directors of Borrower
in connection with this Agreement, and (iii) the incumbency and signatures of
the person authorized to execute and deliver this Agreement and any other
instrument, document or other agreement required hereunder on the Effective
Date.

     (d) A certificate, signed by a vice president of Borrower dated the
Effective Date certifying: (i) that since December 31, 2000, there has been no
change in the financial condition, business, operations or properties of
Borrower and its Subsidiaries taken as a whole which constitutes a Material
Change; (ii) that no event has occurred and is continuing or would result from
the making of a Loan which constitutes or would constitute an Event of Default
or an Unmatured Event of Default; and (iii) the Debt Ratings as of the Effective
Date.

     (e) Certificate of Good Standing in relation to Borrower issued by the
Secretary of the State of Delaware, dated not more than one month prior to the
Effective Date.

     (f) Evidence of Borrower's Debt Ratings from both S&P and Moody's.

     (g) The Loan Set-Off and Security Agreement, duly executed and delivered by
Borrower.

     (h) Payment of a $5 million commitment fee.

     (i) The Financing Statement, duly executed and delivered by the Borrower.

     5.3 Conditions Precedent to Loans.The obligation of Lender to disburse each
         -----------------------------
Loan (including the first Loan) is subject to the following conditions and by
communicating a Loan Request Borrower is deemed to certify that: (a) to the best
knowledge of the Authorized Designee making such Loan Request, the
representations and warranties contained in this Agreement and any other
documents delivered pursuant hereto are true and correct in all material
respects on the date of such Loan Request; (b) the financial statements
delivered to Lender by Borrower pursuant to Section 7.5 on the date most nearly
preceding the Loan Request present fairly the financial position and results of
operation and changes in financial position of

                                      -10-

<PAGE>

Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal
period to which such statements relate (subject, in the case of unaudited
financial statements to year end adjustments); and (c) to the best knowledge of
the Authorized Designee making such Loan Request, no Event of Default or
Unmatured Event of Default has occurred and is continuing except such Events of
Default or Unmatured Events of Default as have been expressly waived by the
Lender.

     In addition, the obligation of Lender to disburse each Loan (including the
first Loan) is subject to the due execution and delivery to Lender of: (a) an
amendment of each existing credit agreement, waiver of claims, or other document
in form and substance satisfactory to Lender, which has the effect of waiving
all claims by Borrower's existing lenders with respect to the Credit Balance
Account and any funds represented thereby while there remains outstanding any
obligation owed to Lender under the Note or this Agreement; (b) a waiver of
claims or other document in form and substance satisfactory to Lender with
respect to the Credit Balance Account and any funds represented thereby executed
by lenders to PAS under any credit agreement the proceeds of which will be used,
directly or indirectly, to repay existing loans by Borrower to PAS; and (c)
indemnification agreements in form and substance satisfactory to Lender executed
by Borrower and any entity which beneficially owns 51% or more of the issued and
outstanding capital stock of Borrower having voting power under ordinary
circumstances to elect directors of Borrower ("Majority Owner") with respect to
claims, damages, losses, liabilities and expenses incurred or suffered by Lender
as a result of claims asserted against the Credit Balance Account by
shareholders of PAS other than Borrower, and creditors of PAS or Borrower that
have not specifically waived claims (or their successors, representatives or
assigns) arising out of or related to the distribution of funds by PAS to
Borrower and/or the funding by Borrower of the Credit Balance Account.

                                   SECTION 6
                         REPRESENTATIONS AND WARRANTIES

     6 Borrower represents and warrants that as of the Effective Date:

     6.1 Authority of Borrower. Borrower (a) is a corporation duly organized and
         ---------------------
existing under the laws of the State of Delaware, with its principal corporate
office in Los Angeles County, California, (b) has the corporate power to own its
property and carry on its business as now being conducted, (c) is duly qualified
and authorized to do business, and is in good standing in every state, country
or other jurisdiction where the failure to be so qualified, authorized and in
good standing would have a material adverse effect on Borrower, (d) has full
power and authority to borrow the sums provided for in this Agreement, to
execute, deliver and perform this Agreement and any instrument or agreement
required hereunder, and to perform and observe the terms and provisions hereof
and thereof, (e) has taken all corporate action on the part of Borrower, its
directors or stockholder, necessary for the authorization, execution, delivery
and performance of this Agreement, and any instrument or agreement required
hereunder on the date hereof, (f) requires no consent or approval of any trustee
or holder of any indebtedness or obligation of Borrower to enter into, deliver
or perform its obligations under this Agreement and the Note, except for waivers
provided for in this Agreement, and (g) requires no consent, permission,
authorization, order or license of any governmental authority in connection with
the

                                      -11-

<PAGE>

execution and delivery and performance of this Agreement and any instrument or
agreement required hereunder, or any transaction contemplated hereby, except as
may have been obtained and certified copies of which have been delivered to
Lender.

     6.2 Binding Obligations. This Agreement is the legal, valid and binding
         -------------------
obligation of Borrower, enforceable against it in accordance with its terms, and
any instrument or agreement required hereunder, when executed and delivered,
will be similarly valid, binding and enforceable.

     6.3 Incorporation of Restricted Subsidiaries. Each Restricted Subsidiary of
         ----------------------------------------
Borrower is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and, to the
best of Borrower's knowledge, is duly licensed or qualified as a foreign
corporation in all jurisdictions where the failure to be so qualified,
authorized and in good standing would have a material adverse effect on Borrower
and its Restricted Subsidiaries taken as a whole.

     6.4 No Contravention. There is no charter, by-law, or capital stock
         ----------------
provision of Borrower and no provision of any indenture or material agreement,
written or oral, to which Borrower is a party or under which Borrower is
obligated, nor is there any statute, rule or regulation, or any judgment, decree
or order of any court or agency binding on Borrower which would be contravened
by the execution, delivery and performance of this Agreement, or any instrument
or agreement required hereunder, or by the performance of any provision,
condition, covenant or other term hereof or thereof.

     6.5 Notices. Except as previously disclosed in writing to Lender, no event
         -------
has occurred which, to the best of its knowledge, would require Borrower to
notify Lender pursuant to Section 7.3 hereof.

     6.6 Financial Statements. The financial statements dated December 31, 2000
         --------------------
and June 30, 2001 furnished by Borrower to the Lender, fairly present the
financial position and results of operation and changes in financial position of
Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal
periods to which such statements relate, and such financial statements were
prepared in accordance with GAAP, except, in the case of June 30, for footnotes
and year-end audit adjustments. Since June 30, 2001, there has been no Material
Change. Neither Borrower nor any Subsidiary had any contingent obligations,
liabilities for taxes or other outstanding financial obligations at June 30,
2001 which are material in the aggregate, except as disclosed in such financial
statements or in the Opinion of Counsel.

     6.7 ERISA. Based upon ERISA and the regulations and published
         -----
interpretations thereunder, the Plans of Borrower and its Subsidiaries and, to
the knowledge of Borrower, the Plans of any other ERISA Affiliates, are in
material and substantial compliance in all material respects with the applicable
provisions of ERISA and Borrower and its Subsidiaries are in compliance with
such Plans in all material respects. No Reportable Event which has or could be
reasonably be expected to result in termination thereof by the Pension Benefit
Guaranty Corporation or for the appointment by the appropriate United States
District Court of a trustee to administer such Plan has occurred and is
continuing with respect to any Plan.

                                      -12-

<PAGE>

     6.8 Regulation U. Borrower is not engaged principally, or as one of its
         ------------
important activities, in the business of extending credit for the purposes of
purchasing or carrying any "margin stock" within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System; and neither Borrower nor
any of its Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940.

     6.9 Taxes. Borrower has filed or has had filed on its behalf all federal
         -----
and state tax returns which to the knowledge of the financial officers of
Borrower are required to have been filed, and has paid prior to delinquency all
taxes that have become due pursuant to said returns or pursuant to any
assessment, except as are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been provided on the books of
Borrower in accordance with GAAP.

     6.10 Insurance. Borrower and its Restricted Subsidiaries maintain insurance
          ---------
with responsible insurance companies, in such amounts and against such risks as
is customarily carried by owners of similar businesses and property, including
protection against loss of use and occupancy, to the extent such insurance is
reasonably available at commercially reasonable rates, and it will furnish
Lender, upon written request, with full information as to the insurance carrier;
provided, however, that Borrower and its Restricted Subsidiaries may self insure
to the extent they deem prudent.

     6.11 Liens. The properties and assets of Borrower and its Restricted
          -----
Subsidiaries, real, personal and mixed, are not subject to any Liens, except for
Liens permitted by this Agreement.

                                   SECTION 7
                        AFFIRMATIVE COVENANTS OF BORROWER

     7 Borrower covenants and agrees that during the Availability Period or
until the full and final payment of all Loans, unless Lender waives compliance
in writing:

     7.1 Use of Proceeds of Loans. It will use the proceeds of the Loans made by
         ------------------------
Lender to Borrower hereunder for its general corporate purposes.

     7.2 Management of Business. It will manage its business and conduct its
         ----------------------
affairs such that the representations and warranties contained in Sections 6.1
through 6.3 and 6.7 through 6.11 remain true and correct at all times during the
Availability Period.

     7.3 Notice of Certain Events. It will, and it will cause each of its
         ------------------------
Restricted Subsidiaries to, give prompt written notice to Lender of:

     (a) all Events of Default or Unmatured Events of Default under any of the
terms or provisions of this Agreement;

     (b) any event of default under any other agreement, contract, indenture,
document or instrument entered, or which may be entered, into by it that could,
if settled unfavorably, result in a Material Change and which has not been
disclosed to Lender, with Lender's consent, in the opinion of counsel pursuant
to Section 5.2(b);

                                      -13-

<PAGE>

     (c) all material changes in senior management otherwise publicly announced;

     (d) all litigation, arbitration or administrative proceedings involving
Borrower or any of its Subsidiaries which could in the reasonable opinion of
Borrower be expected to result in a Material Change;

     (e) any other matter which has resulted in, or might in the reasonable
opinion of Borrower result in, a Material Change;

     (f) concurrently with the public announcement thereof, any proposed Merger
or Disposition affecting any Restricted Subsidiary; and

     (g) any change in any Debt Rating by S&P or Moody's.

     7.4 Records. It will, and it will cause each of its Restricted Subsidiaries
         -------
to, keep and maintain full and accurate accounts and records of its operations
according to GAAP and will permit Lender, and its designated officers,
employees, agents, and representatives, to have access thereto and to make
examination thereof at all reasonable times, to make audits, and to inspect and
otherwise check its properties, real, personal and mixed; provided, however,
that such examination and access shall be in compliance with security and
confidentiality requirements of all governmental authorities and Borrower's
corporate policies.

     7.5 Information Furnished. It will furnish to Lender:
         ---------------------

     (a) Within 60 days after the close of each quarter, except for the last
quarter of each fiscal year, its consolidated balance sheet as of the close of
such quarter and its consolidated profit and loss statement and cash flow
statement for that quarter and for that portion of the fiscal year ending with
such quarter, all prepared in accordance with GAAP, and all certified by its
Chief Financial Officer, Treasurer, Chief Accounting Officer or an Assistant
Treasurer as presenting fairly the financial position and results of operation
and changes in financial position of Borrower and its consolidated Subsidiaries
as at the end of, and for the fiscal period to which such statements relate,
subject to normal year-end adjustments.

     (b) Within 120 days after the close of each fiscal year, a complete copy of
its annual financial statements, which statements shall include at least its
consolidated balance sheet as of the close of such fiscal year and its
consolidated profit and loss statement and cash flow statement for such fiscal
year, prepared by Deloitte & Touche L.L.P. (or such other independent certified
public accountants of recognized international standing selected by Borrower) in
accordance with GAAP applied on a basis consistent with that of the previous
year, and which statements shall include the opinion of such accountants, such
opinion not to be qualified or limited because of any restricted or limited
nature of examination made by such accountants or because of a "going concern"
qualification.

     (c) Within 60 days after the close of each quarter except for the last
quarter of each fiscal year, (and within 120 days after the close of each fiscal
year) its certificate executed by Borrower's Chief Financial Officer, Treasurer,
Chief Accounting Officer or an Assistant Treasurer that (i) the representations
and warranties set forth in Section 6 (with the exception of

                                      -14-

<PAGE>

Section 6.6) are true and correct in all material respects; and (ii) no Event of
Default or Unmatured Event of Default has occurred and is continuing except such
Events of Default or Unmatured Events of Default as have been expressly waived
by or on behalf of the Lender.

     (d) Concurrently with the delivery of the financial statements referred to
in clauses (a) and (b), a duly completed Compliance Certificate signed by
           ---     ---
Borrower's Chief Financial Officer, Treasurer, Chief Accounting Officer or an
Assistant Treasurer.

     (e) As soon as available, copies of all reports or materials filed or
required to be filed with the Securities and Exchange Commission.

     (f) Such other information concerning its affairs as Lender may reasonably
request.

     7.6 Execution of Other Documents. It will promptly, upon demand by Lender,
         ----------------------------
execute all such additional agreements, documents and instruments in connection
with this Agreement as Lender may reasonably deem necessary.

     7.7  ERISA. It will, and it will cause each of its Subsidiaries to:
          -----

     (a) At all times, make prompt payment of contributions required to meet the
minimum funding standard set forth in ERISA with respect to its Plans, except to
the extent that waivers are granted by the appropriate governmental agencies;

     (b) Notify Lender immediately of (i) any Reportable Event which could
reasonably be expected to result in aggregate liability to Borrower and its
Subsidiaries in excess of $75,000,000 and (ii) any other fact arising in
connection with any of its Plans or a Plan of any ERISA Affiliate which has
resulted, or could reasonably be expected to result, in termination thereof by
the Pension Benefit Guaranty Corporation or for the appointment by the
appropriate United States District Court of a trustee to administer such Plan,
in each case together with a statement, if requested by Lender, as to the
reasons therefor and the action, if any, which Borrower or such ERISA Affiliate
proposes to take with respect thereto; and

     (c) Furnish to Lender, upon its written request, such information
concerning any of its Plans as may be reasonably requested.

     7.8 Compliance with Law. It will, and will cause each of its Subsidiaries
         -------------------
to, comply with the requirements of all applicable laws, rules, regulations, and
orders of any governmental or regulatory authority, a breach of which would
result in a Material Change, except where contested in good faith by appropriate
proceedings diligently pursued.

                                   SECTION 8
                         NEGATIVE COVENANTS OF BORROWER

     8 Borrower covenants and agrees during the Availability Period until the
full and final payment of all Loans, unless Lender waives compliance in writing:

     8.1  Liens.
          -----

                                      -15-

<PAGE>

     (a) Borrower will not, nor will it permit any Restricted Subsidiary to,
issue, incur, guaranty or assume any indebtedness for money borrowed secured by
a Lien upon any property or assets of Borrower or any Restricted Subsidiary or
upon any shares of stock or indebtedness of any Restricted Subsidiary (whether
such property, assets, shares of stock or indebtedness are now owned or
hereafter acquired) without in any such case effectively providing concurrently
with the issuance, incurrence, guarantee or assumption of any such indebtedness
that the Commitment and Loans and any other obligations of Borrower to the
Lender (together with, if Borrower shall so determine, any other indebtedness of
Borrower or such Restricted Subsidiary ranking equally with the Commitment and
Loans and such other obligations and then existing or thereafter created) shall
be secured equally and ratably with or prior to such indebtedness by a Lien upon
such property, assets, shares of stock or indebtedness to the extent that the
aggregate outstanding amount of such obligations of Borrower to the Lender
exceeds, from time to time, the amount of funds represented by the Credit
Balance Account and immediately available to Lender upon default, unless the
aggregate amount of such indebtedness for money borrowed secured by such Liens,
together with all other indebtedness for money borrowed of Borrower and its
Subsidiaries which (if originally issued, incurred, guaranteed or assumed at
such time) would otherwise be subject to the foregoing restrictions (but not
including indebtedness for money borrowed permitted to be secured under
sub-clauses (1) through (7) of Section 8.1(b)), does not at the time exceed 5%
of Consolidated Adjusted Net Worth.

     (b) The above restrictions shall not apply to indebtedness of Borrower or
any of its Restricted Subsidiaries secured by:

          (1) Liens existing as of the date hereof and listed in Exhibit B;

          (2) Liens on property, assets, shares of stock or indebtedness of any
     corporation existing at the time such corporation becomes a Restricted
     Subsidiary;

          (3) Liens on property existing at the time of acquisition of such
     property by Borrower or a Restricted Subsidiary, or Liens to secure the
     payment of all or any part of the purchase price of property upon the
     acquisition of such property by Borrower or a Restricted Subsidiary or to
     secure any indebtedness incurred or guaranteed prior to, at the time of, or
     within 180 days after, the later of the date of acquisition of such
     property and the date such property is placed in service, for the purpose
     of financing all or any part of the purchase price thereof, or Liens to
     secure any indebtedness incurred or guaranteed for the purpose of financing
     the cost to Borrower or a Restricted Subsidiary of improvements to such
     acquired property; provided, however, that for purposes of this clause 3,
                        --------  -------
     (i) a satellite will be treated as a newly-acquired asset as of the date it
     is placed in service and (ii) any satellite transponder acquired through
     the exercise of an early buy-out option shall be treated as a
     newly-acquired asset as of the date such option is exercised;

          (4) Liens securing indebtedness of a Restricted Subsidiary owing to
     Borrower or to another Restricted Subsidiary;

          (5) Liens on property of a corporation existing at the time such
     corporation is merged or consolidated with Borrower or a Restricted
     Subsidiary (in accordance with

                                      -16-

<PAGE>

     Section 8.2) or at the time of a sale, lease or other disposition of the
     properties of a corporation as an entirety or substantially as an entirety
     to Borrower or a Restricted Subsidiary;

          (6) Liens on property of Borrower or a Restricted Subsidiary in favor
     of the United States of America or any state thereof, or any department,
     agency or instrumentality or political subdivision of the United States of
     America or any state thereof, or in favor of any other country, or any
     political subdivision thereof, to secure partial, progress, advance or
     other payments pursuant to any contract or statute or to secure any
     indebtedness incurred for the purpose of financing all or any part of the
     purchase price or the cost of construction of the property subject to such
     Liens;

          (7) Liens on stock or assets of PAS;

          (8) Liens in favor of Lender; or

          (9) any extension, renewal or replacement (or successive extensions,
     renewals or replacements) in whole or in part of any Liens referred to in
     the foregoing sub-clauses (1) to (8), inclusively; provided, however, that
                                                        --------  -------
     the principal amount of indebtedness secured by Liens permitted by
     sub-clauses (1) to (7) thereby shall not exceed the principal amount of
     indebtedness so secured at the time of the incurrence or guarantee thereof
     and that such extension, renewal or replacement shall be limited to all or
     a part of the property which secured the Lien so extended, renewed or
     replaced (plus improvements on such property).

     8.2 Mergers, Liquidations and Sales of Assets. It will not, nor will it
         -----------------------------------------
permit any of its Restricted Subsidiaries to liquidate or dissolve or enter into
any consolidation, merger, partnership, joint venture, syndicate, pool or other
combination which results in a Material Change (collectively, the "Mergers") or
convey, sell or lease all or substantially all of its assets or business
(collectively, "Dispositions"), except for:

     (a) mergers between Subsidiaries, or between Subsidiary and Borrower where
Borrower is the surviving corporation;

     (b) mergers where Borrower is the surviving corporation;

     (c) transfers of assets from one Restricted Subsidiary to another
Restricted Subsidiary or from any Restricted Subsidiary to Borrower;

     (d) sales, leases, transfers or assignments of operating rights, licenses
or franchises in transactions which do not result in a Material Change different
from changes heretofore publicly disclosed;

     (e) Dispositions of any Restricted Subsidiary provided both Debt Ratings
remain the Required Rating on the effective date of any such dispositions; and

                                      -17-

<PAGE>

provided, however, no Disposition or Merger otherwise permitted by clauses (a)
--------  -------
through (e) above shall take place if before, or after giving effect to any such
Disposition or Merger, an Event of Default or Unmatured Event of Default exists
or would exist.

     8.3 Defaults. It will not, nor will it permit any of its Restricted
         --------
Subsidiaries to, commit or do any act or thing which would constitute an event
of default under any of the material terms or provisions of any other material
agreement, contract, indenture, document or instrument executed, or to be
executed by any of them, except those that may be contested in good faith and
would not, if settled unfavorably, result in a Material Change.

     8.4 Compliance with Regulations. Borrower will not engage principally, or
         ---------------------------
as one of its important activities, in the business of extending credit for the
purposes of purchasing or carrying any "margin stock" within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System; and it
will not use the proceeds of any Loan for the purpose, directly or indirectly,
whether immediate, incidental or ultimate, (a) to purchase or carry, within the
meaning of such Regulation U, any such margin stock or to extend credit to
others for the purpose of purchasing or carrying any such margin stock, unless
done in strict compliance with such Regulation U and other applicable law and
Borrower shall have executed and delivered to Lender prior to such use a Form
G-3 statement evidencing compliance with such Regulation U and such other
documents relating thereto as Lender shall request, or (b) in a manner which
would violate, or result in a violation of, Regulation T, U, or X of the Board
of Governors of the Federal Reserve System.

     8.5  Financial Covenants.
          -------------------

     (a) Stockholder's Equity. Borrower will not permit Stockholder's Equity as
         --------------------
at the end of any fiscal quarter to be less than the sum of (i) $9,295,000,000,
(ii) an amount equal to 50% of Borrower's consolidated net income (as determined
in accordance with GAAP) earned in each fiscal quarter ending after December 31,
2000 (with no deduction for a net loss in any such fiscal quarter) and (iii) an
amount equal to 50% of the aggregate increase in Stockholder's Equity after
December 31, 2000 by reason of the issuance of capital stock of Borrower
(including upon any conversion of debt securities of Borrower into such capital
stock).

     (b) Leverage Ratio. Borrower shall not permit the Leverage Ratio as at the
         --------------
end of any fiscal quarter to be greater than 6.5 to 1.0.

                                   SECTION 9
                                EVENTS OF DEFAULT

     9.1 Events of Default. If one or more of the following described Events of
         -----------------
Default shall occur:

     (a) Borrower shall default in the due and punctual payment of (i) the
principal of or the interest on any Loan within two Business Days of its due
date, (ii) any fee due hereunder within 10 Business Days of its due date; or
(iii) any other amount due from it hereunder within 30 Business Days of its due
date; or

                                      -18-

<PAGE>

     (b) Borrower or any of its Restricted Subsidiaries shall fail to perform or
observe any of the terms, provisions, covenants, conditions, agreements or
obligations contained herein (other than Sections 8.1 through 8.5) and such
failure shall continue for more than 20 days after written notice from Lender to
Borrower of the existence and character of such failure to perform or observe;
or

     (c) Borrower or any of its Restricted Subsidiaries shall fail to perform or
observe any of the terms, provisions, covenants, conditions, agreements or
obligations contained in Sections 8.1 through 8.5; or

     (d) (i) Borrower, or any of its Restricted Subsidiaries shall become
insolvent, or be unable, or admit in writing its inability, to pay its debts as
they become due; or (ii) Borrower or any Restricted Subsidiary shall make an
assignment for the benefit of creditors or to an agent authorized to liquidate
any substantial amount of its properties or assets; or (iii) Borrower or any
Restricted Subsidiary shall file or have filed against it a petition in
bankruptcy or seeking reorganization or to effect a plan or other arrangement
with creditors or winding up or dissolution and such filing against it shall not
be dismissed within 60 days after the date of such filing; or (iv) Borrower or
any Restricted Subsidiary shall apply for or consent to the appointment of or
consent that an order be made appointing any receiver or trustee for any of its
or their properties, assets or business, or if a receiver or a trustee shall be
appointed for all or a substantial part of its or their properties, assets or
business; or (v) an order for relief shall be entered against Borrower or any
Restricted Subsidiary under the United States federal bankruptcy laws as now or
hereafter in effect; or (vi) Borrower or any Restricted Subsidiary shall take
any action indicating its consent to, approval of or acquiescence in, any of the
foregoing; or

     (e) Any representation or warranty made by Borrower herein or in any
certificate or financial or other statement heretofore or hereafter furnished by
Borrower or any of its officers to Lender proves to be in any material respect
false or misleading as of the date when made, deemed made or reaffirmed; or

     (f) Any final judgment, decrees, writs of execution, attachments or
garnishments or any Liens, or any other legal processes shall be issued or
levied against any of the assets or property of Borrower or any of its
Restricted Subsidiaries (and shall not have been vacated, discharged or stayed)
in amounts which in the aggregate would result in a Material Change (without
limiting the generality of the foregoing, a judgment in excess of $75,000,000 in
the aggregate shall, for purposes only of this Section 9.1(f), be deemed to
result in a Material Change); provided, however, that such aggregate amount
                              --------  -------
shall include only amounts in excess of (i) insurance coverage therefor and (ii)
reserves on the books of Borrower or any of its Restricted Subsidiaries
therefor; provided, further, that such aggregate amount shall not include any
          --------  -------
amounts with respect to matters subject to appeal conducted in good faith and
diligently pursued or other further legal process by Borrower or any of its
Restricted Subsidiaries or any amounts with respect to any such legal process
which Borrower or any of its Restricted Subsidiaries has detached from such
property by posting of a bond or equivalent process; or

     (g) All, or substantially all, of the assets and property of Borrower or
any of its Restricted Subsidiaries shall be condemned, seized or otherwise
appropriated; or

                                      -19-

<PAGE>

     (h) Any fact or circumstance (including without limitation a Reportable
Event), which results in, or which Lender determines in good faith could
reasonably be expected to result in, the termination of any Plan of Borrower,
any of its Subsidiaries or any ERISA Affiliate by the Pension Benefit Guaranty
Corporation or the appointment by an appropriate United States District Court of
a trustee to administer any such Plan, shall occur and shall continue for 30
days after written notice of such determination shall have been given to
Borrower or any of its Subsidiaries by Lender, or a trustee shall be appointed
by the appropriate United States District Court to administer any Plan of
Borrower or any of its Subsidiaries, or the Pension Benefit Guaranty Corporation
shall institute proceedings to terminate any Plan of Borrower or any of its
Subsidiaries or to appoint a trustee to administer any such Plan and, upon the
occurrence of any of the foregoing, the aggregate amount of the unfunded vested
liability for the benefits guaranteed by the Pension Benefit Guaranty
Corporation under all such Plans and the present value of any Withdrawal
Liability which remains unpaid is reasonably estimated to be in excess of
$75,000,000 and such liability is not covered by insurance; or

     (i) Borrower or any of its Restricted Subsidiaries (i) fails to make any
payment (or otherwise satisfy) in respect of any indebtedness for money borrowed
when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) and such failure continues after the applicable grace or
notice period, if any, specified in the document relating thereto on the date of
such failure; or (ii) an event of default shall occur which permits the
acceleration of indebtedness for money borrowed under the Existing Credit
Agreement or any other agreement, contract, indenture, document or instrument
executed, or which may be executed, by Borrower or any of its Restricted
Subsidiaries, which failure or event of default (other than a failure or event
of default under the Existing Credit Agreement) has not been waived or cured;
provided, however, that no Event of Default shall exist hereunder if the amount
--------  -------
of the indebtedness which is not paid or may be accelerated with respect to the
defaulted obligations shall not exceed in the aggregate $75,000,000; or

     (j) Borrower fails to maintain publicly announced Debt Ratings of at least
the Required Rating; or

     (k) Any sale, spin-off, disposition or other transaction whereby General
Motors Corporation will no longer beneficially own directly or indirectly at
least 51 percent of the issued and outstanding capital stock of Borrower having
voting power under ordinary circumstances to elect directors of Borrower shall
have occurred; or

     (l) Borrower enters into any amendment, modification, restatement or other
change to the Existing Credit Agreement, or any future or replacement credit
agreements, without prior written notice to Lender and offering Lender
equivalent amendments to this Agreement (except as to interest rate or fees);

Then (a) automatically upon the occurrence of an Event of Default under Section
9.1(d), the Commitment shall immediately terminate, and all Loans and other
liabilities and obligations outstanding under this Agreement shall, without
presentment, demand, protest, or notice of any kind, all of which are hereby
expressly waived, be forthwith due and payable, if not herein otherwise then due
and payable, together with all costs and expenses (including break and

                                      -20-

<PAGE>

funding costs and other costs in connection with the relending, reborrowing,
funding or other employing of funds) incurred by the Lender as a result thereof,
anything herein or in any agreement, contract, indenture, document or instrument
contained to the contrary notwithstanding; and (b) at any time after the
occurrence of an Event of Default other than under Section 9.1(d), and in each
and every such case, unless such Event of Default shall have been remedied by
Borrower to the satisfaction of Lender or waived in writing by Lender, Lender
may immediately terminate the Commitment, whereupon the same shall be cancelled
and reduced to zero and any Loan Request given in respect of a Borrowing Date
occurring on or after the date of such notice of cancellation shall cease to
have effect and all Loans and all accrued interest thereon and all other
liabilities and obligations outstanding under this Agreement shall, thereupon,
without presentment, demand, protest, or notice of any kind, all of which are
hereby expressly waived, be forthwith due and payable, if not otherwise then due
and payable, together with all reasonable costs and expenses (including break
and funding costs and other costs in connection with the relending, reborrowing,
funding or other employing of funds) incurred by the Lender as a result thereof,
anything herein or in any other agreement, contract, indenture, document or
instrument contained to the contrary notwithstanding. Thereafter Lender may
immediately, and without expiration of any period of grace, enforce payment of
all liabilities and obligations of Borrower under this Agreement.

     9.2 Recovery of Amounts Due. If any amount payable hereunder is not paid as
         -----------------------
and when due, Borrower hereby authorizes Lender and its Affiliates to proceed,
to the fullest extent permitted by applicable law, without prior notice, by
right of set-off, banker's lien or counterclaim, against any moneys or other
assets of Borrower in any currency that may at any time be in the possession of
Lender or any of its Affiliates, at any branch or office thereof, and any funds
which may be owed by Lender to Borrower, including without limitation the Credit
Balance Account, to the full extent of all amounts payable to Lender hereunder.

     9.3 Rights Cumulative. The rights of Lender provided for herein are
         -----------------
cumulative and are not exclusive of any other rights, powers, privileges or
remedies provided by law or in equity.

                                   SECTION 10
                                   THE LENDER

     10.1 Representations By Lender. Lender hereby represents that it will not
          -------------------------
make any Loan hereunder with a view to engage in any distribution of any
evidence of indebtedness to the public; provided, however, disposition of any
evidence of indebtedness held by Lender shall at all times be within its
exclusive control subject only to the provisions of Section 11.10.

                                   SECTION 11
                            MISCELLANEOUS PROVISIONS

     11.1 Amendments and Waivers. No amendment or waiver of any provision of
          ----------------------
this Agreement, and no consent with respect to any departure by Borrower
therefrom, shall be effective unless the same shall be in writing and signed by
the Lender and the Borrower, and

                                      -21-

<PAGE>

then any such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

     11.2 Notices. All notices, payments, requests, reports, information,
          -------
demands and other communications which any party hereto may desire, or may be
required, to give or make to any other party hereto, shall (unless otherwise
permitted as a telephonic notice or request hereunder) be given by mailing the
same, postage prepaid, or by telex, or rapifax transmission, or by hand delivery
or courier, to each party at its address set forth below:

                      General Motors Acceptance Corporation
                      P.O. Box 200
                      Mail Code 482-B10-B11
                      Detroit, Michigan 48265-2000
                      Attn: David E. Ehlers, Director - National Dealer Loans

                      With a copy to:

                      General Motors Acceptance Corporation
                      P.O. Box 200
                      Mail Code 482-B12-B11
                      Detroit, Michigan 48265-2000
                      Attn: Cathy L. Quenneville, Secretary

                      Hughes Electronics Corporation
                      P.O. Box 956
                      200 N. Sepulveda Blvd.
                      El Segundo, California 90245
                      Attn: Treasurer

or to such other address as may, from time to time, be specified in writing by
Borrower or Lender. Such communications shall be deemed to have been duly given
and received in the case of a telex, when the telex is sent and the appropriate
answer-back is received, in the case of mail when sent by pre-paid certified or
registered mail correctly addressed to the addressee, in the case of rapifax
transmission, when transmission has been sent, in the case of hand delivery or
courier, when received. Lender may rely and act upon any Loan Request made by
telex or other telexed, telephonic or facsimile instructions to Lender by any
Person purporting to be an Authorized Designee of Borrower, and Borrower shall
be unconditionally and absolutely estopped from denying the authenticity and
validity of any transaction or act made by Lender in reliance thereon. Each
party hereto shall promptly confirm by telex or rapifax any telephone
communication made by it to another pursuant to this Agreement but the absence
of such confirmation shall not affect the validity of such communication, which
shall be effective upon receipt. If there is any conflict between any telephonic
communication and a written confirmation, the written communication shall
govern; provided, however, that the recipient of such communication shall be
held harmless by all parties hereto with respect to any action taken in reliance
on the telephonic communication prior to the time such recipient receives and
has had

                                      -22-

<PAGE>

reasonable time to review the subsequent written confirmation and initiate such
corrective action as the recipient deems reasonable under the circumstances.

     11.3 Waiver. Neither the failure of, nor any delay on the part of, any
          ------
party hereto in exercising any right, power or privilege hereunder, or under any
agreement, contract, indenture, document or instrument mentioned herein, shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege hereunder, or under any agreement, contract,
indenture, document or instrument mentioned herein, preclude other or further
exercise thereof or the exercise of any other right, power or privilege; nor
shall any waiver of any right, power, privilege or default hereunder, or under
any agreement, contract, indenture, document or instrument mentioned herein,
constitute a waiver of any other right, power, privilege or default or
constitute a waiver of any other default of the same or of any other term or
provision. All rights and remedies herein provided are cumulative and not
exclusive of any rights or remedies otherwise provided by law.

     11.4 NEW YORK LAW. THE INTERPRETATION, ENFORCEMENT AND EFFECT OF THIS
          ------------
AGREEMENT, THE LOANS AND ANY AGREEMENTS, CONTRACTS, INDENTURES, DOCUMENTS OR
INSTRUMENTS DELIVERED IN ACCORDANCE HEREWITH, SHALL BE GOVERNED AND CONTROLLED
IN ALL RESPECTS BY AND CONSTRUED ACCORDING TO THE SUBSTANTIVE LAWS OF THE STATE
OF NEW YORK, TO THE JURISDICTION OF WHOSE COURTS THE PARTIES HERETO HEREBY AGREE
TO SUBMIT. BORROWER WAIVES ANY OBJECTION BASED ON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS,
DISPUTES OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE NOTE OR ANY OTHER
DOCUMENT DELIVERED HEREUNDER OR IN CONNECTION HEREWITH, OR ANY TRANSACTION
ARISING FROM OR CONNECTED TO ANY OF THE FOREGOING. BORROWER WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS TO ALL SUCH SERVICE OF
PROCESS MADE BY MAIL OR BY MESSENGER DIRECTED TO IT AT THE ADDRESS SPECIFIED IN
THE CREDIT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE
PROCESS IN ANY MANNER PERMITTED BY LAW, OR LIMIT THE RIGHT OF LENDER TO BRING
PROCEEDINGS AGAINST BORROWER OR ITS PROPERTY OR ASSETS IN THE COMPETENT COURTS
OF ANY OTHER JURISDICTION OR JURISDICTIONS.

     11.5 Headings. The headings set forth herein are solely for the purpose of
          --------
identification and shall not be construed as a part of the sections or
subsections which they head.

     11.6 Accounting Terms. All accounting terms not otherwise defined herein
          ----------------
have the meaning assigned to them in accordance with GAAP, provided, however,
any act or condition in accordance herewith and permitted hereunder when taken,
created or occurring, shall not become a violation of any section of this
Agreement as a result of a subsequent change in GAAP.

                                      -23-

<PAGE>

     11.7 Counterparts. This Agreement may be executed in any number of
          ------------
counterparts and by the different parties hereto on separate counterparts, and
all of said counterparts taken together shall constitute one and the same
instrument.

     11.8 Singular; Plural. Whenever used herein, the singular number shall
          ----------------
include the plural, the plural the singular, and the use of any gender shall be
applicable to all genders.

     11.9 Illegality. The illegality or unenforceability of any provision of
          ----------
this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

     11.10 Assignments. This Agreement shall bind and inure to the benefit of
           -----------
the parties hereto and their respective successors and assigns. No party hereto
may assign or transfer all or any part of its rights and obligations hereunder,
except that:

     (a) Lender may at any time assign and delegate to one or more of its
Affiliates or securitization entities administered by Lender (each an
"Assignee"), all, or any ratable part of all, of the Loans, the Commitment and
the other rights and obligations of Lender hereunder; provided, however, that
Lender shall at all times remain obligated to make the Loans hereunder.

     (b) Borrower authorizes Lender to disclose to any prospective Assignee and
Assignee any and all information in Lender's possession concerning Borrower,
this Agreement, the Credit Balance Account and any other collateral, subject to
confidentiality agreements.

     11.11 Fees and Expenses. Borrower agrees to pay on demand (a) to Lender all
           -----------------
reasonable costs, expenses and attorneys' fees (including allocated costs for
in-house legal services) incurred by Lender in connection with the preparation
and administration of this Agreement and any documents including any amendments,
waivers, or other modifications and (b) all reasonable costs, expenses and
attorneys' fees (including allocated costs for in-house legal services) incurred
by Lender in connection with the enforcement of this Agreement and any
instrument or agreement required hereunder and in connection with any
refinancing or restructuring of the Loans in the nature of a "work-out".

     11.12 Indemnity. Borrower agrees to indemnify the Lender, its Affiliates
           ---------
and their respective directors, officers, agents and employees (collectively,
the "Indemnitees") from and hold each of them harmless against any and all
losses, liabilities, claims, damages or expenses reasonably incurred by any of
them arising out of or by: (a) reason of any investigation by governmental or
judicial authorities or being made a party to any litigation or other similar
proceeding related to any use made or proposed to be made by Borrower of the
proceeds of any Loan for the acquisition of any other Person including, without
limitation, the reasonable fees and disbursements of counsel (including
allocated costs for in-house legal services) incurred in connection with any
such investigation, (b) claims asserted against the Credit Balance Account by
shareholders of PAS (other than Borrower), and (c) claims of creditors of PAS
(or their successors, representatives or assigns) arising out of or related to
the distribution of funds by PAS to Borrower and/or the funding by Borrower of
the Credit Balance Account; provided,

                                      -24-

<PAGE>

however, that Borrower shall have no obligation to indemnify or pay for the
costs and expenses of more than one counsel for the Indemnitees, unless any
Indemnitee shall in good faith reasonably determine that there is a conflict of
interest that causes it to be reasonably necessary for any Indemnitees to be
represented by other counsel. Counsel chosen to represent any Indemnitee
pursuant to the previous sentence shall be reasonably satisfactory to Borrower.
The obligations of Borrower under this Section shall survive the termination of
this Agreement.

     11.13 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY
           --------------------------------
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
in              ,                 as of the date first hereinabove written.
   -------------  ---------------

                                   HUGHES ELECTRONICS CORPORATION


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


                                   GENERAL MOTORS ACCEPTANCE CORPORATION


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

                                      -25-

<PAGE>

                                    EXHIBIT A
                                  LOAN REQUEST

TO:  General Motors Acceptance Corporation

FROM: Hughes Electronics Corporation

DATE:

RE:  Hughes Electronics Corporation - Revolving Credit Agreement

Gentlemen:

     1. We refer to the Revolving Credit Agreement dated as of October 1, 2001,
and made between Hughes Electronics Corporation and General Motors Acceptance
Corporation (the "Agreement"). Terms defined in the Agreement shall have the
same meaning herein.

     2. We hereby request that a Loan is made to us at Bank of America, Concord,
CA, ABA # 121000358, Account #123560-6628 as follows:

     (i) Principal Amount:

     (ii) Borrowing Date:

     3. For the purposes of inducing the Lender to make the Loan requested
herein, we confirm that, pursuant to Section 5.2 of the Agreement, as of the
date hereof:

     (i)  to the best of the knowledge of the undersigned, the representations
          and warranties set out in Section 6 of the Agreement are true and
          correct in all material respects;

     (ii) the most current financial statements delivered pursuant to Section
          7.5 of the Agreement present fairly the financial position and results
          of operation and changes in financial position of Borrower and its
          consolidated Subsidiaries as at the end of, and for the fiscal period
          to which such statements relate as of the date thereof (subject, in
          the case of unaudited financial statements, to year end adjustments);
          and

                                      A - 1
                                  LOAN REQUEST

<PAGE>

     (iii) to the best of the knowledge of the undersigned, no Event of Default
          or Unmatured Event of Default has occurred and is continuing.

                                         HUGHES ELECTRONICS CORPORATION


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

                                      A - 2
                                  LOAN REQUEST

<PAGE>

                                    EXHIBIT B
                                 EXISTING LIENS

PanAmSat
     $124,000,000.00 Floating Rate Note secured by transponders of Galaxy III-R
     due

Galaxy Latin America
     $95,000.00 Capital Lease of AT&T Telephone Switch

Hughes

     Share pledge of Hughes' ownership interest in Hughes Tele.Com India Limited
     (approximate market value $79,000,000.00) supporting a rupee denominated
     bridge loan from ICICI (the lender) to Hughes Tele.Com India Limited

                                      B - 1
                                 EXISTING LIENS

<PAGE>

                                    EXHIBIT C
                               OPINION OF COUNSEL

                                                                          , 2001
                                                              ------------

To:  General Motors Acceptance Corporation

     Re:  Hughes Electronics Corporation
          Revolving Credit Agreement
          --------------------------

Gentlemen:

     I am the Assistant General Counsel of Hughes Electronics Corporation, a
Delaware corporation (the "Borrower"), in connection with the extension to
Borrower of a revolving line of credit extended under and subject to the terms
and provisions of a Revolving Credit Agreement dated as of October 1, 2001 (the
"Credit Agreement") by and between Borrower and General Motors Acceptance
Corporation (the "Lender"). Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Credit Agreement. This opinion is rendered to
you pursuant to Section 5.2(b) of the Credit Agreement. In addition, I have
reviewed the Loan Set-Off and Security Agreement, the Note, and the Financing
Statement. For convenience, the Credit Agreement, the Loan Set-Off and Security
Agreement and the Note are sometimes collectively referred to herein as the
"Loan Documents".

     As Assistant General Counsel to Borrower, I have caused to be made such
legal and factual examinations and inquiries, including an examination of
originals or copies, certified or otherwise identified to my satisfaction as
authentic, of such corporate records, agreements, instruments and other
documents as I have deemed necessary or appropriate for the purposes of this
opinion. I have caused to be obtained such certificates and other assurances
(copies of which have been delivered to you) from public officials and officers
and other employees of Borrower as I considered necessary or appropriate for the
purpose of rendering this opinion. I have assumed the genuineness of all
signatures (except that of Borrower), the authenticity of all documents
submitted to me as originals, and the conformity with the originals of all
documents submitted to me as copies.

     Subject to the limitations herein set forth, I am opining herein as to the
effect on the subject transaction only of United States federal law, the laws of
the State of California and the General Corporation Law of the State of
Delaware. I am licensed to practice law in the State of California. To the
extent that any of the matters upon which I am opining hereon are governed by
laws ("Other Laws"), other than the laws identified in the preceding sentence, I
have assumed with your permission and without independent verification or
investigation as to the reasonableness of such assumption, that such Other Laws
and the judicial interpretation thereof do not vary in any respect material to
this opinion from the corresponding laws of the State of California and judicial
interpretation thereof.

                                       C-1
                               OPINION OF COUNSEL

<PAGE>

     Based upon the foregoing and in reliance thereon, and subject to the
qualifications, limitations and assumptions set forth herein, I am of the
opinion that, as of the date hereof:

     1. Borrower is a corporation duly incorporated and validity existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own and lease its properties and conduct its
business as presently owned and conducted.

     2. Borrower has full corporate power and authority to borrow the sums
provided for in the Credit Agreement, to execute and deliver the Financing
Statement and Loan Documents and to perform its obligations thereunder.

     3. All corporate action required to be taken by Borrower for the
authorization, execution and delivery of the Financing Statement and Loan
Documents by Borrower and the performance by Borrower of its obligations
thereunder has been duly taken.

     4. The officer of Borrower executing the Financing Statement and Loan
Documents is duly and properly in office and duly authorized to execute the
same.

     5. The Loan Documents are legal, valid and binding agreements of Borrower,
subject to the limitations, qualifications, exceptions and assumptions set forth
below.

     6. To my knowledge, after causing to be conducted such legal and factual
examination and inquiries and causing to be conducted such discussions with and
obtaining such certificates or other confirmations from officers and other
employees of Borrower as I considered appropriate in the circumstances, no
consent, permission, authorization, order or license of any United States
federal or California governmental authority is necessary in connection with the
execution and delivery of the Financing Statement and the Loan Documents by
Borrower and Borrower's performance of its obligations under the Loan Documents.

     7. There is no provision of the Certificate of Incorporation or the By-laws
of Borrower which would be contravened by the execution and delivery of the
Financing Statement or Loan Documents by Borrower or by the performance by
Borrower of its obligations under the Loan Documents.

     8. Borrower is not an "investment company" as defined in the Investment
Company Act of 1940, as amended.

     9. To my knowledge, after causing to be conducted such legal and factual
examination and inquiries and causing to be conducted such discussions with and
obtaining such certificates or other confirmations from officers and other
employees of Borrower as I considered appropriate in the circumstances, no
consent or approval of any trustee or holder of any material indebtedness of
Borrower is necessary in connection with the execution and delivery of the
Financing Statement or Loan Documents by Borrower and Borrower's performance of
its obligations under the Loan Documents.

                                       C-2
                               OPINION OF COUNSEL

<PAGE>

     10. There is no provision of any indenture or material agreement for
borrowed money to which Borrower is a party or under which Borrower is
obligated, and of which I am aware, after causing to be conducted such legal and
factual examinations and inquiries and causing to be conducted such discussion
with and obtaining such certificates or other confirmations from officers and
other employees of Borrower as I considered appropriate in the circumstances,
which would be contravened by the execution and delivery of the Financing
Statement, the Loan Documents by Borrower or by the performance by Borrower of
its obligations under the Loan Documents.

     11. To my knowledge, after causing to be conducted such legal and factual
examinations and inquiries and causing to be conducted such discussions with and
obtaining such certificates or other confirmations from officers and other
employees of Borrower as I considered appropriate in the circumstances, there is
no judgment, decree or order of any court or governmental agency binding on
Borrower which would be contravened by the execution and delivery of the
Financing Statement or Loan Documents by Borrower and Borrower's performance of
its obligations under the Loan Documents.

     12. To my knowledge, after causing to be conducted such legal and factual
examinations and inquiries and obtaining certificates or other confirmations
from officers and employees of Borrower as I considered appropriate in the
circumstances, except as set forth in Attachment 1 hereto, there is no claim,
suit, action or proceeding pending against Borrower before any court or
governmental agency in which there is a specific claim, including environmental
matters, in excess of $75,000,000.

     14. The Loan Set-Off and Security Agreement creates in favor of the Lender,
as security for the obligations of the Borrower under the Loan Documents, a
security interest in the right, title and interest of the Borrower in the Credit
Balance Account.

     15. The Financing Statement is in proper form for filing. Upon the filing
of the Financing Statement with the Delaware Secretary of State, the Lender will
have a valid and perfected security interest in all right, title and interest of
the Borrower in the Credit Balance Account.

     The opinion expressed in paragraph 6 is subject to the following
limitations, qualifications, exceptions and assumptions:

     (a) the enforcement of the Loan Documents may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws or by equitable
principles relating to or limiting the rights of creditors generally;

     (b) the use of the term enforceable shall not imply any opinion as to the
availability of equitable remedies;

     (c) I advise you that a California court may not strictly enforce certain
covenants contained in the Credit Agreement or allow acceleration of the
maturity of the indebtedness thereunder if it concludes that such enforcement or
acceleration would be unreasonable under the then existing circumstances. I do
believe, however, that subject to the

                                       C-3
                               OPINION OF COUNSEL

<PAGE>

limitations expressed elsewhere in this opinion, enforcement or acceleration
would be available if an Event of Default occurs as a result of a material
breach of a material covenant contained in the Credit Agreement. Further,
certain rights, remedies and waivers contained in the Credit Agreement may be
limited or rendered ineffective by applicable California laws or judicial
decisions governing such provisions, but such laws or judicial decisions do not
render the Credit Agreement invalid as a whole;

     (d) The effect of California court decisions, invoking statutes or
principles of equity, which have held that certain covenants and provisions of
agreements are unenforceable where (i) the breach of such covenants or
provisions imposes restrictions or burdens upon the debtor, including the
acceleration of indebtedness due under debt instruments, and it cannot be
demonstrated that the enforcement of such restrictions or burdens is reasonably
necessary for the protection of the creditor, or (ii) the creditor's enforcement
of such covenants or provisions under the circumstances would violate the
creditor's implied covenant of good faith and fair dealing;

     (e) The unenforceability under certain circumstances, under California or
federal law or court decisions, of provisions expressly or by implication
waiving broadly or vaguely stated rights, unknown future rights, defenses to
obligations or rights granted by law, where such waivers are against public
policy or prohibited by law;

     (f) The unenforceability under certain circumstances of provisions to the
effect that rights or remedies are not exclusive, that every right or remedy is
cumulative and may be exercised in addition to or with any other right or
remedy, that election of a particular remedy or remedies does not preclude
recourse to one or more other remedies or that failure to exercise or delay in
exercising rights or remedies will not operate as a waiver of any such right or
remedy;

     (g) The effect of Section 1717 of the California Civil Code, which provides
that, where a contract permits one party to the contract to recover attorneys'
fees, the prevailing party in any action to enforce any provision of the
contract shall be entitled to recover its reasonable attorneys' fees;

     (h) The unenforceability under certain circumstances of provisions
indemnifying a party against liability for its own wrongful or negligent acts or
where such indemnification is contrary to public policy or prohibited by law;
and

     (i) The enforceability under certain circumstances of provisions imposing
penalties, forfeitures, late payment charges or an increase in interest rate
upon delinquency in payment or the occurrence of a default.

     To the extent that the obligations of Borrower may be dependent upon such
matters, I assume for purposes of this opinion that Lender is duly incorporated
or organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization; that Lender is duly qualified to
engage in the transaction covered by this opinion; that the Loan Documents have
been duly authorized, executed and delivered by Lender and that the Loan
Documents constitute the legal, valid and binding obligation of Lender,
enforceable in accordance with its terms; and that Lender has the requisite
corporate or organizational and legal

                                       C-4
                               OPINION OF COUNSEL

<PAGE>

power and authority to own its properties, to carry on its business as now being
conducted and to perform its obligations under the Loan Documents, including
without limitation, to make the loans under the Credit Agreement. I am not
expressing any opinion as to the effect of or the compliance by Lender with any
state or federal laws or regulations applicable to the transactions because of
the nature of its respective business.

     This opinion is rendered to the Lender and is solely for their benefit in
connection with the above transaction. This opinion may not be relied upon by
the Lender for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose without my prior written
consent.

                                                     Very truly yours,

                                       C-5
                               OPINION OF COUNSEL

<PAGE>

                       ATTACHMENT 1 TO OPINION OF COUNSEL

                                       C-6
                               OPINION OF COUNSEL

<PAGE>

                                   LITIGATION

As set forth in the Opinion of Counsel of approximate even date herewith
provided by the Assistant General Counsel of Hughes Electronics Corporation.

<PAGE>

                                    EXHIBIT D

                        [FORM OF COMPLIANCE CERTIFICATE]

                             COMPLIANCE CERTIFICATE

THE  UNDERSIGNED HEREBY CERTIFY THAT:

     (1) I am the duly elected [Title] and [Title] of Hughes Electronics
     Corporation, a Delaware corporation ("Borrower");

     (2) I have reviewed the terms of that certain Revolving Credit Agreement
     dated as of October 1, 2001, as amended, supplemented or otherwise modified
     to the date hereof (said Revolving Credit Agreement, as so amended,
     supplemented or otherwise modified, being the "Credit Agreement", the terms
     defined therein and not otherwise defined in this Certificate (including
     Attachment No. 1 annexed hereto and made a part hereof) being used in this
     Certificate as therein defined), by and between Borrower and Lender, and I
     have made, or have caused to be made under my supervision, a review in
     reasonable detail of the transactions and condition of Borrower and its
     Subsidiaries during the accounting period covered by the attached financial
     statements; and

     (3) The examination described in paragraph (2) above did not disclose, and
     I have no knowledge of, the existence of any condition or event which
     constitutes an Event of Default or Unmatured Event of Default during or at
     the end of the accounting period covered by the attached financial
     statements or as of the date of this Certificate[, except as set forth
     below].

[Set forth [below] [in a separate attachment to this Certificate] are all
exceptions to paragraph (3) above listing, in detail, the nature of the
condition or event, the period during which it has existed and the action which
Borrower or any of its Subsidiaries, as applicable, has taken, is taking, or
proposes to take with respect to each such condition or event:
                                                                               ]
-------------------------------------------------------------------------------

                                      D-1
                         FORM OF COMPLIANCE CERTIFICATE

<PAGE>

The foregoing certifications, together with the computations set forth in
Attachment No. 1 annexed hereto and made a part hereof and the financial
statements delivered with this Certificate in support hereof, are made and
delivered this            day of              ,      pursuant to subsection
               ----------        -------------  ----
7.5(d) of the Credit Agreement.

DATED:                                          HUGHES ELECTRONICS CORPORATION
      -------------------------


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

                                       D-2
                         FORM OF COMPLIANCE CERTIFICATE

<PAGE>

                                ATTACHMENT NO. 1
                            TO COMPLIANCE CERTIFICATE

This Attachment No. 1 is attached to and made a part of a Compliance Certificate
dated as of             ,      and pertains to the period from             ,
            ------------  ----                                 ------------
     to             ,     . Subsection references herein relate to subsections
----    ------------  ----
of the Credit Agreement.

<TABLE>
<S>  <C>                                                                                    <C>
A.   Maximum Leverage Ratio (for the four-fiscal quarter period ending          ,     )
                                                                       ---------  ----
1.   Outstanding principal amount of all obligations
     and liabilities for borrowed money:                                                    $
                                                                                             ----------
2.   Portion of obligations with respect to capital leases
     that are capitalized in excess of $25,000,000:                                         $
                                                                                             ----------
3.   Consolidated Funded Indebtedness (1+2):                                                $
                                                                                             ----------
4.   Principal balance in Credit Balance Account as of end of quarter:                      $
                                                                                             ----------
5.   Cash and cash equivalents as of end of quarter:                                        $
                                                                                             ----------
6.   Net Consolidated Funded Indebtedness (3 - 4 - 5):                                      $
                                                                                             ----------
7.   Consolidated Net Income:                                                               $
                                                                                             ----------
8.   Consolidated Interest Charges/(Income):                                                $
                                                                                             ----------
9.   Provisions for taxes/(benefit), if any, based on income used                           $
     or included in determining of 7:                                                        ----------

10.  Total depreciation and amortization expense deducted in determining 7:                 $
                                                                                             ----------
11.  Amount, if any, of the non-cash charge taken in connection with the write-off          $
     of the equity investment in Sky Perfect Communications, Inc.:                           ----------

12.  Amount, if any, of the noncash component of any unusual or nonrecurring item           $
     of loss or expense to the extent used or included in the determination of 7             ----------
     above, provided that with respect to accruals or reserves for future cash
            --------
     disbursements, such future cash disbursements shall be deducted in the fiscal
     period in which such cash disbursement is made:

13.  Amount, if any, of the noncash component of any unusual or nonrecurring item           $
     of gain or income to the extent used or included                                        ----------
</TABLE>

                                       D-3
                         FORM OF COMPLIANCE CERTIFICATE

<PAGE>

<TABLE>
<S>  <C>                                                                                    <C>
     in the determination of 7 above:

14.  Consolidated EBITDA (7+8+9+10+11+12-13):                                               $
                                                                                             ----------
15.  Leverage Ratio (6):(14):                                                                   :1.00
                                                                                            ----
16.  Maximum ratio allowed under subsection 8.5(b):                                         6.5:1.00

B.   Minimum Stockholder's Equity

1.   Base Stockholder's Equity:                                                             $9,295,000,000

2.   50% of consolidated net income (as determined in accordance with GAAP) earned
     in each fiscal quarter ending after December 31, 2000 (with no
     deduction for a net loss in any such fiscal quarter):                                  $
                                                                                             ----------
3.   50% aggregate increase in Equity by reason of
     Borrower's issuance of capital stock:                                                  $
                                                                                             ----------
4.   Minimum Stockholder's Equity (1+2+3):                                                  $
                                                                                             ----------
5.   Stockholder's Equity:                                                                  $
                                                                                             ----------
</TABLE>

                                       D-4
                         FORM OF COMPLIANCE CERTIFICATE