ZEUS SPECIAL SUBSIDIARY LIMITED as Issuer and INTELSAT, LTD. as Co-Obligor 9 1/4% Senior Discount Notes due 2015Indenture • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
INDENTURE dated as of February 11, 2005 among ZEUS SPECIAL SUBSIDIARY LIMITED, a company incorporated under the laws of Bermuda (the “Issuer”), INTELSAT, LTD., a company incorporated under the laws of Bermuda (“Holdings”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of February 11, 2005 Among ZEUS SPECIAL SUBSIDIARY LIMITED and INTELSAT, LTD. and DEUTSCHE BANK SECURITIES INC. $478,700,000 Aggregate Principal Amount at Maturity 9 1/4% Senior Discount Notes due 2015Registration Rights Agreement • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
This Registration Rights Agreement (this “Agreement”) is dated as of February 11, 2005, among ZEUS SPECIAL SUBSIDIARY LIMITED, a company organized under the laws of Bermuda (the “Company”), INTELSAT, LTD., a company organized under the laws of Bermuda (“Holdings”), and DEUTSCHE BANK SECURITIES INC. (the “Initial Purchaser”).
ZEUS MERGER TWO LIMITED $1,000,000,000 Floating Rate Senior Notes due 2012 $875,000,000 8 1/4% Senior Notes due 2013 $675,000,000 8 5/8% Senior Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
AGREEMENTAgreement • March 15th, 2005 • Intelsat LTD • Communications services, nec
This Agreement (“Agreement”), dated as of January 28, 2005, by and between Zeus Holdings Limited, a Bermuda company (“Parent”), and Intelsat, Ltd., a Bermuda company and a wholly owned subsidiary of Parent (“Intelsat”);
ContractThird Supplemental Indenture • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of March 3, 2005, among Intelsat (Bermuda), Ltd., a company organized under the laws of Bermuda (the “New Guarantor”), Intelsat Subsidiary Holding Company, Ltd., a company organized under the laws of Bermuda (the “Issuer”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 28, 2005, among Intelsat Holdings LLC, Intelsat LLC, Intelsat Global Sales & Marketing Ltd., Intelsat USA Sales Corp., Intelsat USA License Corp. and Intelsat Global Service Corporation (the “New Guarantors”), each a subsidiary of INTELSAT (BERMUDA), LTD. (or its successor), a Delaware corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2005 • Intelsat LTD • Communications services, nec • District of Columbia
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 28, 2005, by and among Zeus Holdings Limited (the “Parent”), a Bermuda corporation, Intelsat, Ltd. (the “Company”), and David McGlade (the “Executive”).
December 22, 2004Intelsat LTD • March 15th, 2005 • Communications services, nec
ContractMonitoring Fee Agreement • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
THIS MONITORING FEE AGREEMENT is dated as of January 28, 2005 (this “Agreement”) and is among Zeus Merger Two Limited, a Bermuda company (the “Company”), Apax Europe V GP Co. Limited and Apax Partners, Inc. (collectively, “Apax”), Apollo Management V, L.P. (“Apollo”), MDP Global Investors Limited (“MDP”), and Permira Advisers, LLC (“Permira”) (each of Apax, Apollo, MDP and Permira, a “Sponsor”).
BUSINESS TRANSITION SERVICES AGREEMENTBusiness Transition Services Agreement • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
BUSINESS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July 15, 2003, by and among Intelsat (Bermuda), Ltd., a Bermuda company (“Purchaser”), Loral Space & Communications Corporation, a Delaware corporation and as debtor and debtor-in-possession (“Loral Space”), and Loral SpaceCom Corporation, a Delaware corporation and as debtor and debtor-in-possession (“SpaceCom” and collectively with Loral Space, the “Sellers”). Each of Purchaser and each of the Sellers is referred to herein as a “Party.”
February 25, 2005Intelsat LTD • March 15th, 2005 • Communications services, nec
ContractSupplemental Indenture • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of March 3, 2005, among Intelsat (Bermuda), Ltd., a company organized under the laws of Bermuda (the “Issuer”), Intelsat Subsidiary Holding Company, Ltd., a company organized under the laws of Bermuda (the “Successor”), Intelsat, Ltd. (the “Parent Guarantor”), Intelsat Holdings LLC, Intelsat LLC, Intelsat Global Sales & Marketing Ltd., Intelsat USA Sales Corp., Intelsat USA License Corp. and Intelsat Global Service Corporation (collectively, the “Subsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 3, 2005, among Intelsat, Ltd., a company organized under the laws of Bermuda (the “Co-obligor”), Intelsat (Bermuda), Ltd., a company organized under the laws of Bermuda and the company resulting from the Amalgamation (as defined below) (the “Successor”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
TT&C TRANSITION SERVICES AGREEMENTC Transition Services Agreement • March 15th, 2005 • Intelsat LTD • Communications services, nec • New York
