<PAGE>

                                                                   Exhibit 10.23

                                 FIRST AMENDMENT

     THIS FIRST AMENDMENT is dated as of February ___, 2002 (this "Amendment")
between HUGHES ELECTRONICS CORPORATION, a corporation organized and existing
under the laws of Delaware (the "Borrower") and GENERAL MOTORS ACCEPTANCE
CORPORATION, a corporation organized under the laws of Delaware (the "Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Borrower and the Lender have agreed to amend the Revolving
Credit Agreement dated as of October 1, 2001 (the "Credit Agreement") in the
manner provided below; and

     WHEREAS, the Borrower and the Lender have agreed to amend the Loan Set-Off
and Security Agreement dated as of October 1, 2001 (the "Loan Set-Off and
Security Agreement") in the manner provided below.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Defined Terms. Terms defined in the Credit Agreement shall have their
        -------------
defined meanings when used herein.

     2. Amendment of the Credit Agreement. The Credit Agreement (including the
        ---------------------------------
Exhibits thereto) is hereby amended in accordance with Exhibit A hereto: (a) by
                                                       ---------
deleting each term thereof which is lined out; and (b) by inserting each term
thereof which is double underlined, in each case in the place where such term
appears therein.

     3. Amendment of the Loan Set-Off and Security Agreement. The Loan Set-Off
        ----------------------------------------------------
and Security Agreement is hereby amended in accordance with Exhibit B hereto:
                                                            ---------
(a) by deleting each term thereof which is lined out; and (b) by inserting each
term thereof which is double underlined, in each case in the place where such
term appears therein.

     4. Execution of Intercreditor Agreement. Concurrently with the execution of
        ------------------------------------
this Amendment, (a) the Existing Credit Agreement is being amended and restated
in its entirety as set forth in Exhibit C (as so amended and restated, or as
                                ---------
hereafter amended, modified or supplemented, the "Existing Credit Agreement");
and (b) the Borrower, the Lender and Bank of America are entering into an
Intercreditor Agreement in the form attached as Exhibit D (such agreement, as
                                                ---------
amended, modified or supplemented from time to time, the "Intercreditor
Agreement").

     5. Temporary Modification of Credit Agreement. Notwithstanding anything in
        ------------------------------------------
the Credit Agreement to the contrary, until the Intercreditor Agreement shall
have terminated, the Credit Agreement shall be modified as follows:

          (a) The "Termination Date" (as defined in the Credit Agreement) shall
have the same meaning as given such term in the Existing Credit Agreement.

<PAGE>

          (b) The Representations and Warranties of Borrower (as provided in
Section 6 of the Credit Agreement) shall not be applicable (the "Suspended
Representations and Warranties") and in lieu of such, the "Representations and
Warranties of Borrower" in Section 6 of the Existing Credit Agreement (and all
(b) related definitions in the Existing Credit Agreement, to the extent not
otherwise defined in the Credit Agreement) shall instead apply. Notwithstanding
the foregoing, any reference in Section 6 of the Existing Credit Agreement to
Banks, Majority Banks or Administrative Agent shall be deemed to be the Lender
for the purposes of the Credit Agreement.

          (c) The Affirmative Covenants of Borrower (as provided in Section 7 of
the Credit Agreement) shall not be applicable (the "Suspended Affirmative
Covenants") and in lieu of such covenants, the "Affirmative Covenants of
Borrower" in Section 7 of the Existing Credit Agreement (and all related
definitions in the Existing Credit Agreement, to the extent not otherwise
defined in the Credit Agreement) shall instead (c) apply. Notwithstanding the
foregoing, any reference in Section 7 of the Existing Credit Agreement to Banks,
Majority Banks or Administrative Agent shall be deemed to be the Lender for the
purposes of the Credit Agreement.

          (d) The Negative Covenants of Borrower (as provided in Section 8 of
the Credit Agreement) shall not be applicable (the "Suspended Negative
Covenants") and in lieu of such covenants, the "Negative Covenants of Borrower"
in Section 8 of the Existing Credit Agreement (and all related definitions in
the Existing Credit Agreement, to the extent not otherwise defined in the Credit
Agreement) shall instead apply. Notwithstanding the foregoing, any reference in
Section 8 of the Existing Credit Agreement to Banks, Majority Banks or
Administrative Agent shall be deemed to be the Lender for the purposes of the
Credit Agreement. In addition to the Negative Covenants of Borrower in Section 8
of the Existing Credit Agreement (Sections 8.1 to 8.14), the following covenants
shall be applicable while the Intercreditor Agreement remains in effect (with
the definitions in the Credit Agreement to apply to such covenants, unless
otherwise specified below):

          "8.15 Prohibited Transactions. Borrower will not, nor will
                -----------------------
     it permit any other Credit Party (as defined in the Existing
     Credit Agreement) to, enter into any contract or otherwise engage
     in any transaction which would, if completed, result in a
     mandatory prepayment of more than $175,000,000 (in aggregate)
     pursuant to (x) Section 3.4(b)(ii), or (y) Section 3.4(b)(iii) of
     the Existing Credit Agreement (but only with respect to a sale or
     disposition of any of the capital stock in DIRECTV Latin America
     Holdings, Inc., a California corporation ("DLA") owned by
     Borrower or any of its Subsidiaries), without the prior written
     consent of the Lender, which consent shall not be unreasonably
     withheld unless Lender reasonably deems itself insecure. Any
     dividend or other distribution received by the Borrower on or in
     respect of the capital stock or other equity interest in any
     non-wholly owned subsidiary of the Borrower (including PAS and
     DLA) shall count toward reducing the $175,000,000 threshold
     referenced in this Section 8.15.

          8.16 Secured Debt. Borrower will not, nor will it permit any
               ------------
     other Credit Party (as defined in the Existing Credit Agreement)
     to, issue, incur, guaranty or assume any Funded Debt (as defined
     in the Existing Credit

<PAGE>

     Agreement) (other than indebtedness under the Credit Agreement
     and the Existing Credit Agreement) secured by a Lien (as defined
     in the Existing Credit Agreement), other than Liens described in
     clauses (iii), (ix), (xv) and (xvi) of the definition of
     Permitted Liens in the Existing Credit Agreement, upon any
     property or assets of Borrower or any other Credit Party (as
     defined in the Existing Credit Agreement), or upon any shares of
     stock or indebtedness of any Credit Party (as defined in the
     Existing Credit Agreement) (whether such property, assets, shares
     of stock or indebtedness are now owned or hereafter acquired) in
     excess of $2,150,000,000 in principal amount, less the principal
     amount of any permanent reduction in the Shared Collateral
     Secured Obligations (as defined in the Intercreditor Agreement)
     other than the GMAC Shared Collateral Debt (as defined in the
     Intercreditor Agreement), without the prior written consent of
     the Lender."

          (e) The Events of Default (as provided in Section 9 of the Credit
Agreement) shall not be applicable (the "Suspended Events of Default") and in
lieu of such Events of Default, the "Events of Default" in Section 9.1 of the
Existing Credit Agreement (and all related definitions in the Existing Credit
Agreement, to the extent not otherwise defined in the Credit Agreement) shall
instead apply. . Notwithstanding the foregoing, any reference in Section 9.1 of
the Existing Credit Agreement to Banks, Majority Banks or Administrative Agent
shall be deemed to be the Lender for the purposes of the Credit Agreement.

     6. Reinstatement of Credit Agreement. If the Intercreditor Agreement shall
        ---------------------------------
have terminated, so that Section 5 of this Amendment shall no longer be
applicable, the Credit Agreement in the form attached as Exhibit A shall be
effective; provided, however, that there will not be deemed to have occurred a
Default or Event of Default with respect to the Suspended Affirmative Covenants,
Suspended Negative Covenants or Suspended Events of Default during the time that
the Borrower was not subject to such Suspended Affirmative Covenants, Suspended
Negative Covenants and Suspended Events of Default (or upon termination of the
suspension period or after that time based solely on events occurring during the
suspension period).

     7. No Other Amendments. Except as expressly stated herein, the provisions
        -------------------
of the Credit Agreement and the Loan Set-Off and Security Agreement are and
shall remain in full force and effect.

     8. Amendment; Consent. This Amendment shall be effective upon execution by
        -----------------
the Borrower and the Lender.

     9. Governing Law; Counterparts.
        ---------------------------

          (a) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.

          (b) This Amendment may be executed in any number of counterparts, all
of which counterparts, taken together, shall constitute one and the same
instrument.

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.

                                         HUGHES ELECTRONICS CORPORATION


                                         By:____________________________________
                                         Title


                                         GENERAL MOTORS ACCEPTANCE
                                         CORPORATION


                                         By:____________________________________
                                         Title

<PAGE>

                                   EXHIBIT A

                                CREDIT AGREEMENT

<PAGE>

                                   EXHIBIT B

                       LOAN SET-OFF AND SECURITY AGREEMENT

<PAGE>

                                    EXHIBIT C

                              BANK CREDIT AGREEMENT

<PAGE>

                                    EXHIBIT D

                             INTERCREDITOR AGREEMENT

<PAGE>

================================================================================
                                                                Exhibit 10.23(a)














================================================================================
--------------------------------------------------------------------------------
                           Revolving Credit Agreement

                           Dated as of October 1, 2001

                                     between

                         Hughes Electronics Corporation

                                       and
                      General Motors Acceptance Corporation


--------------------------------------------------------------------------------
================================================================================














================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
                                    SECTION 1
                                   DEFINITIONS

1.1      Definitions ......................................................    1

                                    SECTION 2
                                   THE CREDIT

2.1      The Commitment ...................................................    7
2.2      The Loans ........................................................    7
2.3      Requests for Loans ...............................................    8
2.4      Interest and Principal on Loans ..................................    8
2.5      Loan Accounts ....................................................    8
2.6      Disbursements and Payments .......................................    8

                                   SECTION 3
                PAYMENT OF COSTS AND REDUCTION OF THE COMMITMENT

3.1      Indemnification ..................................................    9
3.2      Increased Costs ..................................................    9
3.3      Taxes ............................................................    9
3.4      Prepayment .......................................................   10
3.5      Reduction of Commitment by Borrower ..............................   10
3.6      Notice of Reductions .............................................   10
3.7      Effect of Reduction of Commitment ................................   10

                                   SECTION 4
                           [INTENTIONALLY LEFT BLANK]

                                   SECTION 5
                              CONDITIONS PRECEDENT

5.1      Conditions Precedent to Signing Date .............................   11
5.2      Conditions Precedent to Effective Date ...........................   11
5.3      Conditions Precedent to Loans ....................................   12

                                   SECTION 6
                         REPRESENTATIONS AND WARRANTIES

6.1      Authority of Borrower. ...........................................   12
</TABLE>

                                      -1-

<PAGE>

<TABLE>
<S>                                                                          <C>
6.2      Binding Obligations ...............................................  13
6.3      Incorporation of Restricted Subsidiaries ..........................  13
6.4      No Contravention ..................................................  13
6.5      Notices ...........................................................  13
6.6      Financial Statements ..............................................  13
6.7      ERISA .............................................................  14
6.8      Regulation U ......................................................  14
6.9      Taxes .............................................................  14
6.10     Insurance .........................................................  14
6.11     Liens .............................................................  14

                                   SECTION 7
                       AFFIRMATIVE COVENANTS OF BORROWER

7.1      Use of Proceeds of Loans ..........................................  14
7.2      Management of Business ............................................  14
7.3      Notice of Certain Events ..........................................  14
7.4      Records ...........................................................  15
7.5      Information Furnished .............................................  15
7.6      Execution of Other Documents ......................................  16
7.7      ERISA. ............................................................  16
7.8      Compliance with Law ...............................................  16

                                   SECTION 8
                         NEGATIVE COVENANTS OF BORROWER

8.1      Liens .............................................................  17
8.2      Mergers, Liquidations and Sales of Assets .........................  18
8.3      Defaults ..........................................................  19
8.4      Compliance with Regulations .......................................  19
8.5      Financial Covenants ...............................................  19

                                   SECTION 9
                               EVENTS OF DEFAULT

9.1      Events of Default .................................................  20
9.2      Recovery of Amounts Due ...........................................  22
9.3      Rights Cumulative .................................................  22

                                   SECTION 10
                                   THE LENDER

10.1     Representations By Lender .........................................  23
</TABLE>

                                      -2-

<PAGE>

                                   SECTION 11
                            MISCELLANEOUS PROVISIONS

<TABLE>
<S>                                                                          <C>
11.1     Amendments and Waivers ...........................................   23
11.2     Notice ...........................................................   23
11.3     Waiver ...........................................................   24
11.4     NEW YORK LAW .....................................................   25
11.5     Headings .........................................................   25
11.6     Accounting Terms .................................................   25
11.7     Counterparts .....................................................   25
11.8     Singular; Plural .................................................   25
11.9     Illegality .......................................................   25
11.10    Assignments ......................................................   26
11.11    Fees and Expenses ................................................   26
11.12    Indemnity ........................................................   26
11.13    Waiver of Right to Trial by Jury .................................   26
</TABLE>

                                      -3-

<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 ("GMAC").

                                 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 or any Person who owns the beneficial interest in a
majority of the regular, voting securities of the Lender, directly or
indirectly.

         "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.

<PAGE>

         "Collateral Documents" means the Security Agreement, the Pledge
Agreement and such other documents executed and delivered in connection with the
attachment and perfection of the liens and security interests thereunder,
including UCC financing statements.

         "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. In the event that the Borrower has requested a set-off of the
Credit Balance Account pursuant to Section 7 of the Loan Set-Off and Security
Agreement, the amount of the Commitment shall not exceed $2 billion
($2,000,000,000).

         "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

<PAGE>

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.

         "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 $1.5 billion of restricted funds
deposited by Borrower with GMAC pursuant to the Loan Set-Off and Security
Agreement against which GMAC 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 GMAC
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.

<PAGE>

         "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.

         "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.

         "Intercreditor Agreements" means the Intercreditor Agreement among the
Borrower, GMAC and Bank of America, in its capacity as Administrative Agent and
as Collateral Agent.

         "Lender" shall mean GMAC, or to the extent that GMAC assigns its
interest in the $500 Million Promissory Note to any Person, the term "Lender"
shall include such Person.

         "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 $500 Million Loan and the $1.5 Billion
Loan.

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

<PAGE>

         "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 $500 Million Promissory Note and the $1.5 Billion
Promissory Note.

         "PAS" means PanAmSat Corporation.

         "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.

         "Pledge Agreement" means the pledge agreement given pursuant to the
Existing Credit Agreement to secure the $500 Million Loan.

         "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.

<PAGE>

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

         "Security  Agreement" means the security  agreement given pursuant to
the Existing Credit Agreement to secure the $500 Million Loan.

         "Shared Collateral" means the collateral interests provided by the
Borrower in substantially all its personal property in which the collateral
interests may be perfected by the filing of Uniform Commercial Code financing
statements and in certain capital stock or other equity interests in certain
subsidiaries, except that such term will not include the capital stock of PAS
unless the inclusion of such capital stock is consented to in writing by the
Administrative Agent (as defined in the Existing Credit Agreement) (or, if there
is no Administrative Agent, the Majority Banks (as defined in the Existing
Credit Agreement) and Lender). The Credit Balance Account shall not be deemed
Shared Collateral

         "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 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.

<PAGE>

         "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.

         "$1.5 Billion Loan" means a loan up to $1.5 Billion (including
principal, interest, fees, indemnities and all other amounts, and including
interest accruing after commencement of a proceeding in bankruptcy,
reorganization or insolvency, whether or not allowable as a claim) secured
solely by the Credit Balance Account.

         "$500 Million Loan" a loan up to $500 Million (including principal,
interest, fees, indemnities and all other amounts, and including interest
accruing after commencement of a proceeding in bankruptcy, reorganization or
insolvency, whether or not allowable as a claim) secured solely by the Shared
Collateral.

         "$1.5 Billion Promissory Note" means the Promissory Note in the
principal sum of $1.5 billion dated the approximate even date of this Agreement
in favor of Lender and executed by Borrower which Promissory Note is secured
solely by the Credit Balance Account.

         "$500 Million Promissory Note" means the Promissory Note in the
principal sum of $500 million dated the approximate even date of this Agreement
in favor of Lender and executed by Borrower which Promissory Note is secured
solely by the Shared Collateral.

                                    SECTION 2
                                   THE CREDIT

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

                  (a)   From time to time, during the Availability Period, (i)
the holder of the $500 Million Promissory Note agrees to make a loan up to $500
Million secured solely by the Shared Collateral and (ii) the holder of the $1.5
Billion Promissory Note agrees to make a loan up to $1.5 Billion secured solely
by the Credit Balance Account 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.

<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 the holder of the Note pursuant to
which such advance is to be made, which notice shall be received by such 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.

               (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.

<PAGE>

         2.7   Collateral.
               ----------

               (a)   The holder of the $500 Million Promissory Note shall have
the primary rights to the Shared Collateral subject to the terms and conditions
of the Collateral Documents and the Intercreditor Agreement.

               (b)   The holder of the $1.5 Billion Promissory Note shall have
the primary rights to the Credit Balance Account pursuant to the terms and
conditions of the Loan Set-Off and Security Agreement.

                                    SECTION 3
7                         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

<PAGE>

have been paid to the appropriate taxing authorities by delivering to Lender
official tax receipts or notarized copies or other evidence thereof satisfactory
to Lender, within 90 days after the due date for such Tax payment.

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

               (a)   Voluntary 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.

               (b)   Mandatory Prepayment. The Loan hereunder shall be
                     --------------------
immediately prepaid (i) in the event of the sale or disposition of any of the
capital stock which the Borrower owns in PAS or (ii) in the event that the
Borrower receives any break-up fees (or other similar fee or amount) payable
pursuant to the terms of the Echostar Transaction Documents; provided that if
this clause 3.4(b)(ii) applies at a time when the aggregate amount received
under this clause 3.4(b)(ii), together with amounts paid on the same date under
clause 3.4(b)(i), if any, shall be less than the aggregate amount of the Shared
Collateral Debt (as defined in the Intercreditor Agreement), then the
requirement of a mandatory prepayment under this clause 3.4(b)(ii) shall apply
only if and to the extent that the Majority Banks (as defined in the Existing
Credit Agreement) consent. GMAC shall have the sole discretion to determine
whether to apply any such mandatory prepayment to the $500 Million Loan or the
$1.5 Billion Loan.

         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

<PAGE>

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]
                              CONDITIONS PRECEDENT

         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 $500 Million Promissory Note and the $1.5 Billion
Promissory Note, each 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.

<PAGE>

         5.3      Conditions Precedent to Loans. The obligation of Lender to
                  -----------------------------
disburse each Loan (including the first Loan) is subject to: (a) the condition
that the Lender shall not deem itself insecure at the time of the disbursement
of any Loan (including the first Loan) and (b) the following conditions and by
communicating a Loan Request, Borrower is deemed to certify that: (i) 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; (ii) 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 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 (iii) 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: (x) 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 $1.5 Billion Promissory Note
or this Agreement; (y) 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 (z) 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 WARRANTIES6.   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

<PAGE>

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 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.

<PAGE>

         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.

         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 BORROWER7. 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:





<PAGE>

                  (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);

                  (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

<PAGE>

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
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



<PAGE>

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 BORROWER8. 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.
                -----

                (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

<PAGE>

         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 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;







<PAGE>

         (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

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.

<PAGE>

                                   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

              (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

<PAGE>

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

         (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

<PAGE>

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 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 to the full extent of all
amounts payable to Lender hereunder. Notwithstanding the foregoing, the holder
of the $1.5 Billion Promissory Note shall be the only party permitted to assert
any rights against the Credit Balance Account.

     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.





<PAGE>

                                   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 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

<PAGE>

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 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.

<PAGE>

     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.

     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.

<PAGE>

     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, including but not limited
to the $500 Million Loan; 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 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, 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

<PAGE>

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:

<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 (which Loan
shall constitute an advance pursuant to the $_____ Loan) 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

<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




<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

<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

<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

<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

<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

                                      C-4

<PAGE>

accordance with its terms; and that Lender has the requisite corporate or
organizational and legal 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

<PAGE>

                       ATTACHMENT 1 TO OPINION OF COUNSEL

                                       C-6

<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

<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

<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>
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

<PAGE>

<TABLE>
<S>                                                                                <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

<PAGE>

                                                                Exhibit 10.23(b)
                       LOAN SET-OFF AND SECURITY AGREEMENT
                       -----------------------------------

         THIS LOAN SET-OFF AND SECURITY 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 ("GMAC").

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

         WHEREAS, GMAC has entered into a Revolving Credit Agreement with
Borrower of approximate even date herewith to provide financing to Borrower for
which interest is earned and payable to GMAC from time to time (the "Credit
Agreement");

         WHEREAS, all capitalized terms not defined herein have the meanings
given to them in the Credit Agreement;

         WHEREAS, Borrower wishes to deliver money to GMAC, from time to time,
in order to induce GMAC to extend credit to the Borrower pursuant to the Credit
Agreement;

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

                                    AGREEMENT
                                    ---------

         1.    Credit Balance Account. Borrower may, at its election, deliver
               ----------------------
good funds to GMAC, up to a maximum amount of $1.5 billion, to be held solely
as collateral security for Borrower's obligations under the Credit Agreement and
the $1.5 Billion Promissory Note (the "Obligations") and GMAC will hold and
account to Borrower for the total of these funds (the "Credit Balance Account").

         2.    Increases to Credit Balance Account. Borrower may, on any
               -----------------------------------
Business Day, increase the Credit Balance Account by any amount not less than at
least $5,000,000 with multiple integrals of $1,000,000 in excess thereof.
Increases received by GMAC in immediately available funds at or prior to 12:00
p.m. Detroit time will be added to the Credit Balance Account on the same
Business Day. Increases received in other than immediately available funds will
be added to the Credit Balance Account when good funds become available for use
by GMAC.

         3.    Repayment of Credit Balance Account. Borrower will only be
               -----------------------------------
entitled to repayment of all or a portion of the Credit Balance Account if
(a)(i) it directs GMAC to apply all funds in the Credit Balance Account to
repayment of the Obligations and (ii) the Commitment has been terminated or
(b)(i) Borrower has provided written notice to GMAC by 11 a.m. Detroit time at
least 5 Business Days prior to repayment (unless such repayment is on calendar
quarter end, then written notice must be received by GMAC by 11 a.m. Detroit
time at

<PAGE>

least 10 Business Days prior to repayment), (ii) all of the Obligations are
fully and finally repaid as of the date of GMAC's repayment of all or a portion
of the Credit Balance Account, and (iii) the Commitment has been terminated.
Except upon termination of this Agreement, the minimum payment must be at least
$5,000,000 with multiple integrals of $1,000,000 in excess thereof. Requests
received after 12:00 p.m. Detroit time will be honored on the next Business Day.

         4.    Credit Balance Account Rate. On each Interest Payment Date, GMAC
               ---------------------------
will pay Borrower interest accruing on the Credit Balance Account since the
previous Interest Payment Date calculated for each calendar month by multiplying
the daily amount in the Credit Balance Account by the Credit Balance Account
Rate for such month (the "Applicable Interest Credit"). The "Credit Balance
Account Rate" means a rate equal to: (i) GMAC's monthly average total cost of
funds for 30-day commercial paper (on a 360 day basis); provided, that at any
time when GMAC's commercial paper is not rated at least A-1 by Standard & Poor's
Ratings Services ("S&P") and P-1 by Moody's Investors Service, Inc. ("Moody's"),
GMAC may, at its option, elect to use the monthly average total cost of issuing
30-day commercial paper (including, without limitation, interest or discount
liquidity costs and other fees) by New Center Asset Trust or such other index as
GMAC reasonably determines to represent the lowest total cost source that is
directly or indirectly available for significant short-term funding by GMAC,
divided by, (ii) 360. Each month's Credit Balance Account Rate will be
calculated using the calendar days beginning on the 26/th/ of the month prior to
the month for which the rate is calculated and ending with the 25/th/ day of the
month for which the rate is calculated. All calculations with regard to
determination of the Credit Balance Account Rate shall be as determined by GMAC
in its sole and exclusive discretion.

         5.    Set-Off for Interest. On each Interest Payment Date, GMAC will
               --------------------
set-off against interest due under the Note the Applicable Interest Credit to
the extent permitted by applicable law. If the Applicable Interest Credit with
respect to any Interest Payment Date exceeds the interest due GMAC on that date
or, if the Applicable Interest Credit has not been set-off against interest due
under the Note, the excess will be added to the principal balance of the Credit
Balance Account.

         6.    Commingling. GMAC may commingle the funds in the Credit Balance
               -----------
Account with other funds of GMAC and use them in the ordinary course of its
business.

         7.    Drawing on Credit Balance Account to Repay Obligations. On the
               ------------------------------------------------------
Termination Date or in the event Borrower exercises its rights pursuant to
Section 3, GMAC will set-off against the Credit Balance Account the lesser of
the full amount of the Obligations then due and owing and the then balance of
the Credit Balance Account, to the extent permitted by applicable law. Upon
prior written request of Borrower, GMAC shall set-off against the Credit Balance
Account any outstanding Obligations at such time to the extent of the balance of
the Credit Balance Account on such date. To the extent that such set-off is
requested by the Borrower, the Borrower shall be entitled to request additional
advances not to exceed the available amount of the Commitment pursuant to
Article 2 of the Credit Agreement, subject to the terms and conditions of the
Credit Agreement, including but not limited to the conditions precedent
specified in Section 5.3. This provision does not alter any

                                       2

<PAGE>

obligation to pay GMAC when and in the amounts required under the Credit
Agreement, and GMAC has no duty to notify Borrower of any delinquency
thereunder.

         8.    Grant of Security Interest. Borrower hereby grants GMAC a
               --------------------------
security interest in all right, title, and interest of the Borrower in, to and
under this Agreement, the Credit Balance Account created hereunder, all interest
paid or payable on such Credit Balance Account, all other rights of the Borrower
under or in connection with any of the foregoing, and all proceeds of any of the
foregoing and acknowledges and agrees that the Credit Balance Account and the
other collateral hereunder constitutes collateral to secure payment of the
Obligations. GMAC has such rights to the Credit Balance Account and remedies for
default on the Obligations as may be afforded by the Credit Agreement and/or
applicable law including, without limitation, the right of set-off described in
Section 9.2 of the Credit Agreement. The security interest in the Credit Balance
Account is in addition to any other rights of GMAC against the Borrower,
including without limitation, the rights of recoupment and set-off. GMAC is
authorized to file financing statements in such form and in such jurisdictions
as it may reasonably consider appropriate in connection with such security
interest. Borrower represents that it has not sold, conveyed or transferred and
will not sell, convey or transfer any interest in the Credit Balance Account to
any third party.

         9.    Electronic Communication. GMAC and Borrower may implement this
               ------------------------
Agreement by conducting business with the non-exclusive use of electronic,
computer, digital, or other paperless means, including the good faith reliance
on electronic mail, facsimile transmittal, telephonic, or other usual and
regular forms of communication by GMAC with or without confirmation or
authentication of the communication by receipt of an original signature,
document, paper, or otherwise.

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

               (a)   GMAC may at any time assign and delegate to one or more of
its Affiliates or securitization entities administered by GMAC (each an
"Assignee"), all of its rights and obligations under this Agreement.

               (b)   Borrower authorizes GMAC to disclose to any Assignee or
prospective Assignee any and all information in GMAC's possession concerning
Borrower or this Agreement, subject to confidentiality agreements.

         11.   Severability. Any provision of this Agreement which is prohibited
               ------------
by law is ineffective to the extent of those prohibitions, but does not
invalidate the remaining provisions of this Agreement.

         12.   Termination. Either party may terminate this Agreement after
               -----------
giving 10 days advance written notice to the other provided all of the
Obligations have been fully and finally repaid to GMAC at that time. The
execution of this Agreement by GMAC and Borrower

                                       3

<PAGE>

replaces all previously executed agreements between them of substantially
similar nature and type, effective the date first written above.

         13. Notices. All notices required under this Agreement shall be made in
             -------
accordance with the notice provision contained in the Credit Agreement.

         14. GOVERNING LAW. THE INTERPRETATION, ENFORCEMENT AND EFFECT OF THIS
             -------------
AGREEMENT 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, 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 GMAC TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW, OR LIMIT THE RIGHT OF
GMAC TO BRING PROCEEDINGS AGAINST BORROWER OR ITS PROPERTY OR ASSETS IN THE
COMPETENT COURTS OF ANY OTHER JURISDICTION OR JURISDICTIONS.

         15. 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.

         16. 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.





                                       4

<PAGE>

           Duly executed as of the date first written above.

                                      HUGHES ELECTRONICS CORPORATION

                                      By:_______________________________________
                                      Name:
                                      Title:


                                      GENERAL MOTORS ACCEPTANCE
                                      CORPORATION


                                      By:_______________________________________
                                      Name:
                                      Title:




                                       5

<PAGE>

---------------------- REVISION LIST ----------------------

The bracketed numbers refer to the Page and Paragraph for the start of the
paragraph in both the old and the new documents.

[1:9 1:9] Changed      "$2" to "$1.5"
[1:9 1:9] Changed      "held as" to "held solely as"
[1:9 1:9] Changed      "and Note" to "and $1.5 Billion Promissory Note"
[1:11 1:11] Changed    "will only be" to "will be"
[1:11 1:11] Changed    "(a) Borrower" to "(a)(i) it ... (b)(i) Borrower"
[1:11 1:11] Changed    "(b)" to "(ii)"
[1:11 1:11] Changed    "(c)" to "(iii)"
[2:4 2:4] Changed      "Date," to "Date or in ... Section 3,"
[2:4 2:4] Changed      "Upon 5 days prior" to "Upon prior"
[2:4 2:4] Changed      "draw" to "set-off"
[2:4 2:4] Changed      "Account to settle any" to "Account any"
[2:4 2:4] Changed      "any time" to "such time ... Section 5.3"
[2:14 4:3] Changed     "Jury.
     EACH" to "Jury. EACH"
[2:18 5:2] Changed     "ELECTRONICS CORPORATION" to "ELECTRONICS"
[2:19 5:2] Changed     "By" to "CORPORATIONBy"
[2:20 5:2] Del Paras   "[Signatures continued ... preceding page]"
[3:2 5:2] Changed      "ACCEPTANCE CORPORATION" to "ACCEPTANCE "
[3:3 5:2] Changed      "By" to "CORPORATIONBy"






                                       6

<PAGE>

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the differences between -
original document   : C:\SYSUTILS\FLCONV\FLTEMP.DOC
and revised document: C:\SYSUTILS\FLCONV\FLTEMP2.DOC

CompareRite found   16 change(s) in the text

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                                       7

<PAGE>

                                                                Exhibit 10.23(d)

                             INTERCREDITOR AGREEMENT

     THIS INTERCREDITOR AGREEMENT dated as of February __, 2002 (this
"Agreement") is by and among
 ---------
           GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation
     (including successors and assigns, "GMAC");
                                         ----
           BANK OF AMERICA, N.A. (including successors and assigns), as
     administrative agent under the Bank Credit Agreement (in such capacity, the
     "Administrative Agent");
      --------------------

           BANK OF AMERICA, N.A. (including successors and assigns), as
     collateral agent under the Collateral Documents (in such capacity, the
     "Collateral Agent"); and
      ----------------

           HUGHES ELECTRONICS CORPORATION, a Delaware corporation (including
     successors and assigns, the "Company").
                                  -------

                               W I T N E S S E T H

     WHEREAS, a $750 million revolving credit facility (the "Bank Credit
                                                             -----------
Facility") has been established in favor of the Company pursuant to the terms of
--------
that Amended and Restated Revolving Credit Agreement (Multi-Year Facility) dated
as of November 24, 1999 (as amended, modified, supplemented, increased,
extended, restated or replaced, the "Bank Credit Agreement") among the Company,
                                     ---------------------
as borrower, the financial institutions identified therein, as lenders (the
"Banks"), and Bank of America, N.A., as administrative agent;
 -----

     WHEREAS, the Company has agreed to a merger (the "Proposed Merger") with
                                                       ---------------
EchoStar Communications Corporation, a Nevada corporation ("EchoStar"), pursuant
                                                            --------
to the terms of that Agreement and Plan of Merger made and entered into as of
October 28, 2001, by and between EchoStar and the Company, as amended from time
to time;

     WHEREAS, GMAC has agreed to provide at least $2 billion in financing to the
Company (the "GMAC Credit Facility"), pursuant to the terms of that Revolving
              --------------------
Credit Agreement dated as of October 1, 2001 (as amended and modified by a First
Amendment dated February __, 2002, and as may hereafter be amended and modified
in accordance with this Agreement, the "GMAC Credit Agreement") between the
                                        ---------------------
Company, as borrower, and GMAC, as lender, consisting of up to $500 million in
revolving credit financing evidenced by a promissory note in the principal
amount of $500 million (as amended and modified, the "GMAC Shared Collateral
                                                      ----------------------
Note") to be secured by the same collateral securing the Bank Credit Facility
----
and the remaining amount of such financing evidenced by a promissory note in the
principal amount of $1.5 billion (as amended and modified, the "GMAC Cash
                                                                ---------
Secured Note") secured by funds advanced by the Company to GMAC pursuant to that
------------
certain Loan Set-Off and Security Agreement dated as of October 1, 2001, (as
amended and modified, the "GMAC Security Agreement"), with such funds being held
                           -----------------------
on deposit in the Credit Balance Account (as defined below), such Credit Balance
Account being pledged for the exclusive benefit of GMAC;

     WHEREAS, in connection with and anticipation of the Proposed Merger the
lenders under the Bank Credit Agreement have agreed to an amendment to the Bank
Credit Facility

<PAGE>

providing for, among other things, an increase in the aggregate amount of
commitments thereunder to up to $2.0 billion and delivery of subsidiary
guaranties and collateral; and

     WHEREAS, except as specifically provided herein with respect to (i)
permitted dispositions of Shared Collateral as provided in Section 2.5 and (ii)
voting and other participatory rights with respect to intercreditor arrangements
in bankruptcy as provided in Section 2.8, the lenders under the Bank Credit
Facility have agreed to provide the GMAC Shared Collateral Debt (as defined
below) pari passu rights with respect to the collateral securing the Bank Credit
Facility; and

     NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     1.   Definitions.
          -----------

          (a) Definitions. Terms used herein but not otherwise defined herein
              -----------
     shall have the meanings provided to such terms in the Bank Credit
     Agreement. As used herein:

          "Bank Debt" means all loans and obligations (including principal,
           ---------
     interest, fees, indemnities and all other amounts, and including interest
     accruing after commencement of a proceeding in bankruptcy, reorganization
     or insolvency, whether or not allowable as a claim), whether now or
     hereafter outstanding or incurred, owing under the Bank Credit Agreement
     and the other Loan Documents relating thereto (as referenced and defined
     therein), including guaranty obligations, if any, given in respect of the
     loans and obligations owing under the Bank Credit Agreement and the other
     Loan Documents relating thereto, in each case as amended, modified,
     supplemented, increased, extended, renewed or replaced; provided that in no
     event shall the principal amount of the Bank Debt exceed an amount equal to
     $2 billion and interest thereon, minus the amount of the proceeds of any
     Shared Collateral or other amounts applied, directly or indirectly, in
     permanent reduction of the Bank Debt pursuant to any mandatory prepayment
     provisions contained in the Bank Credit Agreement, without the consent of
     GMAC.

          "Bankruptcy Event" means, as to any Person, any voluntary or
           ----------------
     involuntary dissolution, winding-up, total or partial liquidation or
     reorganization, or bankruptcy, insolvency, receivership or other statutory
     or common law proceeding or arrangement involving such Person or the
     readjustment of its liabilities or any assignment for the benefit of
     creditors or any marshalling of assets or liabilities.

          "Collateral Documents" means any and all security agreements, pledge
           --------------------
     agreements, and other instruments and agreements establishing or otherwise
     giving effect to the liens and security interests in any collateral,
     including UCC financing statements and notice filings in respect of
     intellectual property, in each case as amended and modified.

                                       2

<PAGE>

                  "Credit Balance Account" means that account holding funds
                   ----------------------
         advanced to GMAC pursuant to the GMAC Security Agreement (and any funds
         so advanced to GMAC by the Company) and pledged to secure the GMAC
         Credit Facility as provided in the GMAC Credit Agreement.

                  "GMAC Shared Collateral Debt" means all loans and obligations
                   ---------------------------
         (including principal, interest, fees, indemnities and all other
         amounts, and including interest accruing after commencement of a
         proceeding in bankruptcy, reorganization or insolvency, whether or not
         allowable as a claim), whether now or hereafter outstanding or
         incurred, evidenced by the GMAC Shared Collateral Note, as amended,
         modified, supplemented, extended, renewed or replaced; provided,
                                                                --------
         however, in no event shall the principal amount of the GMAC Shared
         Collateral Debt exceed $500 million and interest thereon, minus the
         amount of the proceeds of any Shared Collateral or other amounts
         applied, directly or indirectly, in permanent reduction of the GMAC
         Shared Collateral Debt pursuant to the terms of the GMAC Credit
         Agreement, this Agreement or otherwise, without the consent of the
         Majority Banks.

                  "Other Guaranty Shared Collateral Debt" means those guaranty
                   -------------------------------------
         obligations of the Company in respect of loans, letters of credit
         reimbursement obligations and lines of credit extended to its
         subsidiaries as set forth on Schedule 8.1 B to the Bank Credit
                                      --------------
         Agreement by those Banks thereunder that have entered into an
         Intercreditor Agreement with the Administrative Agent and the
         Collateral Agent, in each case as amended, modified, supplemented,
         extended, renewed or replaced; provided, however, in no event shall the
                                        --------
         principal amount of the Other Guaranty Shared Collateral Debt exceed
         the sum of (i) $150 million and interest thereon minus (ii) the
         principal amount of permanent reductions in such obligations and any
         other permanent reductions in such obligations that are funded,
         directly or indirectly, with proceeds from the sale of Shared
         Collateral.

                  "Sharing Event" means either an acceleration of the Bank Debt,
                   -------------
         a termination of all outstanding commitments with respect to the Bank
         Debt (including, without limitation, on the occurrence of the
         Termination Date under the Bank Credit Agreement), the exercise of
         legal remedies by the Administrative Agent under the Bank Credit
         Agreement or the occurrence of a Bankruptcy Event relating to the
         Company.

         2.       Intercreditor Agreements.
                  ------------------------

         2.1      Collateral Interests. In connection with the establishment of
                  --------------------
the GMAC Credit Facility and the amendment of the Bank Credit Facility to
increase the commitments thereunder, it is agreed that:

                  (a)    GMAC Exclusive Collateral. The Company will provide to
                         -------------------------
         GMAC for its sole and exclusive benefit a lien on the Credit Balance
         Account as security for amounts outstanding under the GMAC Credit
         Facility; provided however that the principal amount of the Credit
         Balance Account shall not exceed $1.5 billion.

                  (b)    Shared Collateral. The Company will provide, and will
                         -----------------
         cause certain subsidiaries to provide, collateral interests in
         substantially all their personal property in

                                       3

<PAGE>

          which the collateral interests may be perfected by the filing of
          Uniform Commercial Code financing statements and in certain capital
          stock or other equity interests in certain subsidiaries (the "Shared
                                                                        ------
          Collateral" which term shall, for the avoidance of doubt, include all
          ----------
          collateral in which the Collateral Agent now or in the future has a
          lien pursuant to the Collateral Documents, except that such term will
          not include the capital stock of PAS unless the inclusion of such
          capital stock is consented to in writing by the Administrative Agent
          (or, if there is no Administrative Agent, the Majority Banks) and
          GMAC) as security for (i) the Bank Debt, (ii) the GMAC Shared
          Collateral Debt, (iii) the Other Guaranty Shared Collateral Debt, and
          (iv) obligations under those interest rate protection, foreign
          currency exchange agreements and similar agreements with lenders under
          the Bank Credit Agreement or with their affiliates identified on
          Schedule 2.1(b) or with the written approval of the Administrative
          Agent (or if there is no Administrative Agent, the Majority Banks) and
          GMAC (collectively, as more particularly described in the Collateral
          Documents, the "Shared Collateral Secured Obligations"). In each case,
                          -------------------------------------
          the liens and security interests in the Shared Collateral will be
          given as common shared liens and interests in favor of the Collateral
          Agent and shall rank pari passu for the ratable benefit of the holders
          of the Shared Collateral Secured Obligations. Notwithstanding anything
          contained herein or in any other agreement to the contrary, including
          but not limited to the Bank Credit Agreement and the Collateral
          Documents, the Credit Balance Account shall not be deemed Shared
          Collateral.

          2.2     Undertakings.
                  ------------

                  (a)  Limitation on GMAC Receipt of Other Collateral Interests.
                       --------------------------------------------------------
          GMAC will not request or accept any other collateral interests (other
          than the Credit Balance Account and the Shared Collateral) from the
          Company or any of its Subsidiaries in respect of the GMAC Credit
          Facility, unless such collateral interests are part of the Shared
          Collateral, without the consent of the Administrative Agent or the
          Majority Banks if there is no Administrative Agent.

                  (b)  Limitation on Banks' Receipt of Other Collateral
                       ------------------------------------------------
          Interests. The lenders under the Bank Credit Agreement will not
          ---------
          request or accept any other collateral interests (other than the
          Shared Collateral) from the Company or any of its Subsidiaries in
          respect of the Bank Credit Facility, unless such collateral interests
          are part of the Shared Collateral, without the consent of GMAC.

                  (c)  Limitation on Other Lenders' Receipt of Other Collateral
                       --------------------------------------------------------
          Interests. The Company agrees that it will not permit any other holder
          ---------
          of any Shared Collateral Secured Obligations (other than the lenders
          under the Bank Credit Agreement and GMAC) to receive any other
          collateral interests (other than the Shared Collateral) from the
          Company or any of its Subsidiaries in respect of the Shared Collateral
          Secured Obligations, unless such collateral interests are part of the
          Shared Collateral, without the consent of the Administrative Agent (or
          the Majority Banks, if there is no Administrative Agent) and GMAC.

                                       4

<PAGE>

                  (d) Limitation on Actions in respect of the GMAC Credit
                      ---------------------------------------------------
         Facility. Until the Bank Debt is paid in full and the
         -------
         commitments under the Bank Credit Agreement are terminated, GMAC will
         not

                      (i)   accelerate the maturity of the GMAC Credit Facility,
                  or otherwise cause such loans and obligations to become due
                  prior to their stated maturity, by mandatory prepayment or
                  otherwise, except on the occurrence of a Sharing Event;

                      (ii)  exercise any remedies, or take or acquiesce to any
                  action to seek enforcement of remedies, in respect of the
                  Shared Collateral, except with the consent of the
                  Administrative Agent or the Majority Banks if there is no
                  Administrative Agent; or

                      (iii) amend or modify the terms of the GMAC Credit
                  Agreement (except to the extent such amendment or modification
                  is made to provide GMAC the same terms and conditions provided
                  to the other Banks) in any manner adverse to the
                  Administrative Agent or the Banks, except with the consent of
                  the Administrative Agent or the Majority Banks if there is no
                  Administrative Agent.

                  (e) Notice. Until the GMAC Shared Collateral Debt is paid in
                      ------
         full and the commitment under the GMAC Credit Agreement is terminated,
         the Collateral Agent shall provide written notice to GMAC promptly
         after taking any action against the Shared Collateral.

                  (f) Further Assurances. Each of the parties to this Agreement
                      ------------------
         shall execute and deliver all additional documents, agreements and
         further assurances, and to do all acts and things as may be reasonably
         requested by another party, in order to carry out more effectively the
         intent and purposes of this Agreement.

         2.3      Credit Balance Account. The Administrative Agent, for itself
                  ----------------------
and on behalf of the lenders under the Bank Credit Agreement, hereby
acknowledges and agrees that they shall not have a security interest or lien
upon the Credit Balance Account and that to the extent any security interest in
the Credit Balance Account is provided to them pursuant to the Bank Credit
Agreement or any Collateral Documents, that such security interest shall be null
and void. Furthermore, the Administrative Agent, for itself and on behalf of the
lenders under the Bank Credit Agreement, agrees not to assert, demand, sue or
seek to enforce against the Company, by setoff or otherwise, any claim to all or
any portion of the Credit Balance Account.

         2.4      Proceeds of Collateral. All amounts received by GMAC, the
                  ----------------------
Collateral Agent or the Company in respect of the Shared Collateral after a
Sharing Event, including proceeds of a sale, transfer, setoff, or other
disposition of the Shared Collateral after, or as a result of, an exercise of
remedies by the Collateral Agent with respect to the Shared Collateral, shall in
all cases be remitted to the Collateral Agent for application to the Shared
Collateral Secured Obligations in the order shown below:

                                       5

<PAGE>

                           (i)      First, to payment of reasonable fees, costs
                  and expenses of the Collateral Agent incurred in connection
                  with the performance or execution of its duties as Collateral
                  Agent, in exercising or attempting to exercise any right or
                  remedy hereunder or under the Collateral Documents or in
                  taking possession of, protecting, preserving or disposing of
                  any item of Shared Collateral and all amounts against or for
                  which the Collateral Agent is to be indemnified or reimbursed
                  hereunder or under the Collateral Documents;

                           (ii)      Second, after payment in full of amounts
                  under clause (i), to the payment of the Shared Collateral
                  Secured Obligations ratably (including provision of 100% cash
                  collateral for the maximum amount of Letters of Credit and
                  unreimbursed drawings in respect of Letters of Credit) until
                  paid in full in cash;

                           (iii)     Third, after payment in full of amounts
                  under the foregoing clauses (i) and (ii), to the Company.

         2.5      Release and Disposition of Collateral. It is understood and
                  -------------------------------------
agreed that while the GMAC Shared Collateral Debt will be permitted to be
secured by the Shared Collateral with the other Shared Collateral Secured
Obligations, neither GMAC nor any holder of the GMAC Shared Collateral Debt
shall have the right to direct, consent or object to actions taken by the
Administrative Agent and Collateral Agent in accordance with this Agreement in
respect of the Shared Collateral or the Collateral Documents, including release,
subordination or disposition of the Shared Collateral, in whole or in part;
provided, however,except for the possible prior payment of the Bank Debt as
--------
provided below in this section 2.5, neither the Administrative Agent nor the
Collateral Agent shall take any action, including, by way of illustration, any
amendment to the Collateral Documents, which has the purpose or effect of
treating the GMAC Shared Collateral Debt in a manner different from the
treatment of the other Shared Collateral Debt or otherwise inconsistent with the
pro rata sharing of the Shared Collateral by all holders of the Shared
Collateral Debt. Except as and when required by the terms of Section 2.4 hereof,
proceeds of Shared Collateral shall be applied in accordance with the terms of
the Bank Credit Agreement or as otherwise agreed by the Majority Banks (which
application shall not require repayment of the amounts outstanding under the
GMAC Credit Facility). Further to that end, the Collateral Agent will take
action in respect of the Shared Collateral, including a release, subordination,
or other disposition of the Shared Collateral, in whole or in part, (i) first,
at the sole direction of the Administrative Agent (or if there is no
Administrative Agent, at the direction of the Majority Banks under the Bank
Credit Agreement) for the benefit of the Banks under the Bank Credit Agreement,
until such time as the Bank Debt has been paid in full and all commitments under
the Bank Credit Agreement and related loan documents shall have expired or
terminated, and (ii) then, at the direction of the holders of a majority in
interest of the obligations owing under the Shared Collateral Secured
Obligations (other than the GMAC Shared Collateral Debt), until such time as all
such obligations have been paid in full or otherwise satisfied and released and
all commitments relating thereto shall have expired or terminated, and (iii)
thereafter, at the sole direction of GMAC or the holders of the GMAC Shared
Collateral Debt. GMAC (including subsequent holders of the GMAC Shared
Collateral Debt) will execute and deliver promptly upon request any and all
releases and other documents

                                       6

<PAGE>

and any agreements that the Collateral Agent or the Administrative Agent may
deem necessary or appropriate to give effect to any release or disposition of
Shared Collateral free of the liens and interests of holders of the Shared
Collateral Secured Obligations, including the GMAC Shared Collateral Debt.

         2.6      Restrictions on Transfer of Shared Collateral Debt.
                  --------------------------------------------------

                  (a) GMAC will not transfer or assign any of, or sell
         participations in, the GMAC Shared Collateral Debt without causing the
         transferee, participant or assignee to execute a written acknowledgment
         agreeing to accept the terms and conditions of this Agreement.

                  (b) The Banks under the Bank Credit Agreement will not
         transfer or assign any of, or sell participations in, the Bank Debt
         without causing the transferee, participant or assignee to execute a
         written acknowledgement agreeing to accept the terms and conditions of
         this Agreement.

         2.7      Replacement of Collateral Agent. Bank of America, N.A. may
                  -------------------------------
resign as Collateral Agent under the Collateral Documents at any time on thirty
days written notice to GMAC after payment in full of the Bank Debt and
termination of the commitments thereunder. GMAC will arrange for a successor
Collateral Agent or act as Collateral Agent (or make other arrangements
reasonably acceptable to the other holders of the Shared Collateral Secured
Obligations).

         2.8      Intercreditor Arrangements in Bankruptcy.
                  ----------------------------------------

                  (a) This Agreement shall remain in full force and effect and
         enforceable pursuant to its terms in accordance with Section 510(a) of
         the Bankruptcy Code, and all references herein to the Company shall be
         deemed to apply to such entity as debtor in possession and to any
         trustee in bankruptcy for the estate(s) of such entity.

                  (b) Except as otherwise specifically permitted in this Section
         2.8, until all Shared Collateral Secured Obligations (other than the
         GMAC Shared Collateral Debt) have been paid in full in cash and
         satisfied and all commitments relating thereto have been terminated,
         GMAC shall not assert, or make any request or demand upon the
         Collateral Agent to assert, without the written consent of the
         Administrative Agent, any claim, motion, objection, or argument in
         respect of the Shared Collateral in connection with any Bankruptcy
         Event which could otherwise be asserted or raised in connection with
         such Bankruptcy Event by GMAC as a creditor and/or equity holder or
         affiliate of the Company, including without limitation any claim,
         motion, objection or argument seeking or opposing adequate protection
         or relief from the automatic stay in respect of the Shared Collateral.

                  (c) Without limiting the generality of the foregoing, GMAC
         agrees that if a Bankruptcy Event occurs, (i) the Administrative Agent
         and the Majority Banks (and the Collateral Agent on their behalf) may
         consent to the use of cash collateral (excluding the

                                       7

<PAGE>

Credit Balance Account) on such terms and conditions and in such amounts as
they, in their sole discretion, may decide without seeking or obtaining the
consent of GMAC as holder of an interest in the Shared Collateral; (ii) any of
the Banks may provide postpetition financing for the Company and its
Subsidiaries, in each case pursuant to Section 364 of the Bankruptcy Code or
other applicable law and on such terms and conditions and in such amounts as the
Banks, in their sole discretion, may decide without seeking or obtaining the
consent of GMAC as holder of an interest in the Shared Collateral and GMAC shall
not oppose such financing, (iii) GMAC shall not oppose the Company's or its
Subsidiaries' use of cash collateral (excluding the Credit Balance Account) on
the basis that their interest in the Shared Collateral is impaired by such use
or inadequately protected by such use to the extent such use has been approved
by the Administrative Agent and the Banks in their sole discretion; and (iv)
GMAC shall not oppose any sale or other disposition of any assets comprising
part of the Shared Collateral free and clear of security interests, liens or
other claims of any party, including GMAC, under Section 363 of the Bankruptcy
Code on the basis that the interest of GMAC in the Shared Collateral is impaired
by such sale or inadequately protected as a result of such sale if the
Administrative Agent with the consent of the Majority Banks has consented to
such sale or disposition of such assets. The Administrative Agent, the
Collateral Agent and GMAC each agree that they will not initiate, propose or
consent to action by a bankruptcy court to require or permit the Collateral
Agent to act in a manner inconsistent with the ratable administration of the
Shared Collateral as contemplated by Section 2.5 or the pari passu distribution
of proceeds required by Section 2.4 hereof.

     (d)     GMAC agrees that it will not initiate, prosecute, encourage, or
assist with any other person to initiate or prosecute any claim, action or
other proceeding (i) challenging the validity or enforceability of this
Agreement, (ii) challenging the validity, enforceability or unavoidability of
any claim of the Administrative Agent and the Banks with respect to the Shared
Collateral or otherwise, (iii) challenging the perfection, enforceability or
unavoidability of any liens securing the Shared Collateral Secured Obligations,
or (iv) asserting any claims which the Company or its Subsidiaries may hold with
respect to the Administrative Agent and the Banks or any of the Shared
Collateral Secured Obligations other than the GMAC Shared Collateral Debt, if
any.

     (e)     The Administrative Agent, for itself and on behalf of the lenders
under the Bank Credit Agreement, agrees that they will not initiate, prosecute,
encourage, or assist with any other person to initiate or prosecute any claim,
action or other proceeding (i) challenging the validity or enforceability of
this Agreement, (ii) challenging the validity, enforceability or unavoidability
of any claim of GMAC with respect to the Shared Collateral and/or the Credit
Balance Account or otherwise, (iii) challenging the perfection, enforceability
or unavoidability of any liens securing the Shared Collateral Secured
Obligations and/or the Credit Balance Account, or (iv) asserting any claims
which the Company or its Subsidiaries may hold with respect to GMAC or any of
the Shared Collateral Secured Obligations and/or the Credit Balance Account
other than the Bank Debt, if any.

                                       8

<PAGE>

         (f) To the extent that the Collateral Agent, the Administrative Agent,
     any Bank or GMAC receives payments or transfers on the Bank Debt or the
     GMAC Shared Collateral Debt or proceeds of the Shared Collateral which are
     subsequently invalidated, declared to be fraudulent or preferential, set
     aside and/or required to be repaid to a trustee, receiver or any other
     party under any bankruptcy law, state or federal law, common law, or
     equitable cause, then, to the extent of such payment or proceeds received,
     the Bank Debt or the GMAC Shared Collateral Debt, or part thereof, intended
     to be satisfied shall be revived and continue in full force and effect
     enjoying all rights and benefits of this Agreement as if such payments or
     proceeds had not been received by the Collateral Agent, the Administrative
     Agent, such Bank or GMAC.

         (g) Notwithstanding any other provision of this Section, GMAC shall be
     entitled to file a claim in any related bankruptcy proceeding so as to
     preserve its rights therein (but not in a manner contrary to the foregoing
     clauses of this Section 2.8) and to file any necessary responsive or
     defensive pleadings in opposition to any motion, claim, adversary
     proceeding or other pleading made by any person objecting to or otherwise
     seeking the disallowance of the claims of GMAC including without limitation
     any claims secured by the Shared Collateral, if any.

     2.9 Liability of the Collateral Agent. The Collateral Agent shall not be
         ---------------------------------
liable or answerable for anything whatsoever in connection with this Agreement
or the Collateral Documents except for its willful misconduct or gross
negligence, and the Collateral Agent shall have no duties or obligations other
than as provided herein and therein. The Collateral Agent shall be entitled to
rely on any opinion of counsel (including counsel for the Company) in relating
to this Agreement or the Collateral Documents, and upon statements and
communications received from the Company, or from any other person, believed by
it to be authentic, and shall not be liable for any action taken or omitted in
good faith on such reliance.

     2.10 Indemnification of the Collateral Agent. GMAC agrees to indemnify the
          ---------------------------------------
Collateral Agent (to the extent not reimbursed by the Company and without
limiting the obligation of the Company to do so), ratably according to its share
of the Shared Collateral Secured Obligations, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the Collateral Agent in any way
relating to or arising out of this Agreement or the Collateral Documents except
for the Collateral Agent's gross negligence, willful misconduct or breach of
this Agreement. The obligations under this Section shall survive termination of
this Agreement.

     3.  Miscellaneous.
         -------------

     3.1 Successors; Continuing Effect. This Agreement is being entered into for
         -----------------------------
the benefit of, and shall be binding upon the parties hereto, their successors
and assigns, including (i) the Administrative Agent and the lenders under the
Bank Credit Agreement and their respective successors and assigns, including
subsequent holders of Bank Debt, and (ii) GMAC and its respective successors and
assigns, including subsequent holders of the GMAC Shared Collateral Debt.

                                       9

<PAGE>

         3.2   Notices; Amendments; Etc.
               ------------------------

         (a)   All notices, requests and demands to or upon the parties to this
Agreement to be effective shall be in writing (including by facsimile or
telecopy transmission) and shall be deemed to have been duly given or made (i)
when delivered by hand or (ii) three Business Days after being deposited in the
mail, postage prepaid or (iii) one Business Day after being sent by priority
overnight mail with an internationally recognized overnight delivery carrier or
(iv) if by telecopy or facsimile, when received, at the addresses or
transmission numbers for notices set forth below to such other address or
transmission number as may be hereafter notified in writing by the respective
parties hereto:

         GMAC:                         General Motors Acceptance Corporation
                                       P.O. Box 200
                                       Mailcode 482-B10-B11
                                       Detroit, Michigan  48265-200
                                       Attn: David Ehlers
                                       Telephone: (313) 665-6051
                                       Facsimile: (313) 665-6208


         ADMINISTRATIVE AGENT:         Bank of America, N.A.
                                       Mail Code CA5-701-05-19
                                       1455 Market Street, 5/th/ Floor
                                       San Francisco, California  94103
                                       Attn:  Annie Cuenco
                                       Telephone:  (415) 436-4008
                                       Facsimile:  (415) 503-5007

         COLLATERAL AGENT:             Bank of America, N.A.
                                       Mail Code CA5-701-05-19
                                       1455 Market Street, 5/th/ Floor
                                       San Francisco, California  94103
                                       Attn:  Annie Cuenco
                                       Telephone:  (415) 436-4008
                                       Facsimile:  (415) 503-5007

         COMPANY:                      Hughes Electronics Corporation
                                       P.O. Box 956
                                       200 N. Sepulveda Blvd.
                                       El Segundo, California  90245
                                       Attn:  Treasurer
                                       Telephone:  (310) 662-9771
                                       Facsimile:  (310) 322-9083

         (b)   This Agreement may be amended and the terms hereof may be waived
only with the written consent of each of the parties hereto (consisting of (i)
the Company, (ii) the Collateral

                                       10

<PAGE>

Agent, (iii) the Administrative Agent, or if there is no Administrative Agent,
the Majority Banks under the Bank Credit Agreement, and (iv) GMAC).

     3.3 Termination. This Agreement shall terminate upon payment in full
         -----------
(without refinancing or replacement) of all of the Shared Collateral Secured
Obligations or of all of the Shared Collateral Secured Obligations other than
the GMAC Shared Collateral Debt, and expiration or termination of the
commitments relating thereto; provided, however, if the GMAC Shared Collateral
Debt remains outstanding such termination shall not occur until a successor
Collateral Agent shall have replaced Bank of America, N.A. as Collateral Agent
in accordance with the terms of Section 2.7 hereof.

     3.4 Severability. Any provision of this Agreement which is prohibited or
         ------------
unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or invalidity without invalidating
the remaining portions hereof or thereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

     3.5 WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY AND
         --------------------
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

     3.6 Entire Agreement; Governing Law. This Agreement embodies the entire
         -------------------------------
agreement and understanding of the parties hereto regarding the subject matter
hereof. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     3.7 Counterparts. This Agreement may be executed in any number of
         ------------
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute one agreement.

                                       11

<PAGE>

     IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of
the date shown above.

                               GENERAL MOTORS ACCEPTANCE CORPORATION

                               By:________________________________
                               Name:
                               Title:


                               BANK OF AMERICA, N.A.,
                               as Administrative Agent for and on behalf of the
                               lenders under the Bank Credit Agreement

                               By:________________________________
                               Name:
                               Title:


                               BANK OF AMERICA, N.A.
                               as Collateral Agent

                               By:________________________________
                               Name:
                               Title:


                               HUGHES ELECTRONICS CORPORATION,
                               a Delaware corporation

                               By:________________________________
                               Name:
                               Title:



                                                  HUGHES ELECTRONICS CORPORATION
                                                         INTERCREDITOR AGREEMENT