INTELSAT JACKSON HOLDINGS S.A., as Issuer and the GUARANTORS 8.500% Senior Notes due 2024 INDENTURE Dated as of September 19, 2018 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • September 19th, 2018 • Intelsat S.A. • Communications services, nec • New York
INDENTURE dated as of September 19, 2018 among INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), INTELSAT S.A., a société anonyme existing under the laws of Luxembourg (“Holdings”), INTELSAT INVESTMENT HOLDINGS S.À R.L., a société à responsabilité limitée existing under the laws of Luxembourg (“Intelsat Investment Holdings”), INTELSAT HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (“Intelsat Holdings”), INTELSAT INVESTMENTS S.A., a société anonyme existing under the laws of Luxembourg (“Intelsat Investments”), INTELSAT (LUXEMBOURG) S.A., a société anonyme existing under the laws of Luxembourg (“Intelsat Luxembourg”), and Intelsat Connect Finance S.A., a société anonyme existing under the laws of Luxembourg (“ICF” and, together with Holdings, Intelsat Investment Holdings S.A.R.L, Intelsat Holdings, Intelsat Investments and Intelsat Luxembourg, the “Parent Guarantors”), the subsidiary guarantors named herein (t
INDEMNIFICATION AGREEMENT by and between INTELSAT S.A. and as Indemnitee Dated as of [ ], 20[ ]Indemnification Agreement • August 8th, 2012 • Intelsat Global Holdings S.A. • Communications services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 20[ ], by and among Intelsat S.A., a Luxembourg société anonyme, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Luxembourg, registered at the Register of Commerce and Companies of Luxembourg under number B162135 (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
REGISTRATION RIGHTS AGREEMENT Dated as of June 5, 2013 Among INTELSAT JACKSON HOLDINGS S.A. and the GUARANTORS and CREDIT SUISSE SECURITIES (USA) LLC as Representative of the several Initial Purchasers named on Schedule IRegistration Rights Agreement • June 5th, 2013 • Intelsat S.A. • Communications services, nec • New York
This Registration Rights Agreement (this “Agreement”) is dated as of June 5, 2013, among Intelsat Jackson Holdings S.A., a société anonyme existing under the laws of Luxembourg (the “Notes Issuer” ), Intelsat S.A., a société anonyme existing under the laws of Luxembourg (“Intelsat”), Intelsat Investment Holdings S.à r.l., a société à responsabilité limitée existing under the laws of Luxembourg (“Intelsat Investment Holdings”), Intelsat Holdings S.A., a société anonyme existing under the laws of Luxembourg (“Intelsat Holdings”), Intelsat Investments S.A., a société anonyme existing under the laws of Luxembourg (“Intelsat Investments”), and Intelsat (Luxembourg) S.A., a société anonyme existing under the laws of Luxembourg (“Intelsat Luxembourg” and, collectively with Intelsat, Intelsat Investment Holdings, Intelsat Holdings and Intelsat Investments, the “Parent Guarantors”), the subsidiary guarantors listed on Schedule II hereto (the “Subsidiary Guarantors” and, together with the Parent
INTELSAT S.A. COMMON SHARES, NOMINAL VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2018 • Intelsat S.A. • Communications services, nec • New York
ContractEmployment Agreement • February 20th, 2020 • Intelsat S.A. • Communications services, nec • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 21, 2015 between Intelsat Corporation, a Delaware corporation (the “Company”), and Michael DeMarco (the “Executive”).
SUPERPRIORITY SECURED DEBTOR IN POSSESSION CREDIT AGREEMENT Dated as of September 14, 2021 among INTELSAT JACKSON HOLDINGS S.A., as a Debtor and Debtor in Possession under Chapter 11 of the Bankruptcy Code, as Borrower THE SUBSIDIARIES OF INTELSAT...Possession Credit Agreement • September 16th, 2021 • Intelsat S.A. • Communications services, nec • New York
This SUPERPRIORITY SECURED DEBTOR IN POSSESSION CREDIT AGREEMENT, is entered into as of September 14, 2021 (as modified from time to time pursuant to the terms hereof, this “Agreement”), among INTELSAT JACKSON HOLDINGS S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg trade and companies’ register under number B149.959 and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereof, as Guarantors, each Guarantor on the date hereof, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, and CREDIT SUISSE A
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • February 20th, 2019 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”) dated as of July 2, 2018, by and among INTELSAT JACKSON HOLDINGS S.A. (or its successor), a société anonyme existing under the laws of Luxembourg (the “Issuer”),INTELSAT ALLIANCE LP, a Delaware limited partnership and subsidiary of the Issuer, INTELSAT GENESIS GP LLC, a Delaware limited liability company and subsidiary of Intelsat Genesis Inc., a Delaware corporation, and INTELSAT VENTURES S.À.R.L., a société à responsabilité limitée existing under the law of Luxembourg and subsidiary of Intelsat Alliance LP (collectively, the “New Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
INTELSAT S.A. EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENTEmployee Nonqualified Option Award Agreement • February 20th, 2020 • Intelsat S.A. • Communications services, nec • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), is entered into as of May 1, 2013 (the “Date of Grant”), by and between Intelsat S.A., a société anonyme organized under the laws of Luxembourg (the “Company”), and Stephen Spengler (the “Participant”).
SUPPLEMENTAL INDENTURE NO. 8Supplemental Indenture • February 20th, 2019 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE NO. 8 (this “Supplemental Indenture”) dated as of June 29, 2018, by and among INTELSAT JACKSON HOLDINGS S.A. (or its successor), a société anonyme existing under the laws of Luxembourg (the “Issuer”), INTELSAT GENESIS INC., a Delaware corporation and subsidiary of the Issuer (the “New Guarantor”), and U.S. BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 7Supplemental Indenture • February 28th, 2017 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE NO. 7 (this “Supplemental Indenture”) dated as of December 22, 2016, among INTELSAT CONNECT FINANCE S.A., a société anonyme existing under the laws of Luxembourg (the “New Guarantor”), INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT NO. 2Credit Agreement • March 30th, 2021 • Intelsat S.A. • Communications services, nec • New York
THIS AMENDMENT NO. 2 (this “Amendment”), dated as of November 25, 2020, to the SUPERPRIORITY SECURED DEBTOR IN POSSESSION CREDIT AGREEMENT, dated as of June 17, 2020 (as amended by Amendment No. 1, dated as of August 24, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement” and, as amended hereby, the “Amended Credit Agreement”), among INTELSAT JACKSON HOLDINGS S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg trade and companies’ register under number B149.959 and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereof, as Guarantors, the lending institutions from time to time parties hereto (each a “Lender”
SUPPLEMENT NO. 4 TO GUARANTEEIntelsat S.A. • June 4th, 2020 • Communications services, nec
SUPPLEMENT NO. 4, dated as of April 24, 2020 (this “Supplement”), to the GUARANTEE, dated as of January 12, 2011 (the “Guarantee”), among each of the subsidiaries of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Borrower”), listed on Annex A to the Guarantee (each such subsidiary individually, a “Guarantor” and, collectively, the “Guarantors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
GOVERNANCE AGREEMENT BY AND AMONG INTELSAT S.A., THE BC INVESTOR, THE SILVER LAKE INVESTOR AND THE ADDITIONAL SHAREHOLDER April 23, 2013Governance Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
This GOVERNANCE AGREEMENT (this “Agreement”), dated as of April 23, 2013, by and among Intelsat S.A., a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”); the shareholder of the Company listed on Schedule A hereto (the “BC Investor”); the shareholder of the Company listed on Schedule B hereto (the “Silver Lake Investor”); and the shareholder of the Company listed on Schedule C hereto (the “Additional Shareholder” and, together with the BC Investor and the Silver Lake Investor, the “Shareholders”).
AMENDMENT NO. 3 AND JOINDER AGREEMENT, dated as of November 27, 2017 (this “Agreement”), among INTELSAT CONNECT FINANCE S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of...Credit Agreement • November 27th, 2017 • Intelsat S.A. • Communications services, nec • New York
CREDIT AGREEMENT, dated as of January 12, 2011 (as amended by the Amendment and Joinder Agreement, dated as of October 3, 2012, as amended by Amendment No. 2 and Joinder Agreement dated as of November 27, 2013, as further amended by Amendment No. 3 and Joinder Agreement dated as of November 27, 2017, and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among INTELSAT CONNECT FINANCE S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg trade and companies’ register under number B210.760 (“Holdings”), INTELSAT JACKSON HOLDINGS S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered wi
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • February 20th, 2020 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”), dated as of May 2, 2019, among INTELSAT JACKSON HOLDINGS S.A. (or its successor), a société anonyme existing under the laws of Luxembourg (the “Issuer”), INTELSAT US FINANCE LLC, a Delaware limited liability company and indirect subsidiary of the Issuer (the “New Guarantor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • February 20th, 2019 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”), dated as of June 29, 2018, among INTELSAT JACKSON HOLDINGS S.A. (or its successor), a société anonyme existing under the laws of Luxembourg (the “Issuer”), INTELSAT GENESIS INC., a Delaware corporation and subsidiary of the Issuer, (the “New Guarantor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
COLLATERAL AGENCY AND INTERCREDITOR JOINDER – ADDITIONAL FIRST LIEN DEBTCollateral Agency and Intercreditor Agreement • February 28th, 2017 • Intelsat S.A. • Communications services, nec
Reference is made to the Collateral Agency and Intercreditor Agreement dated as of January 12, 2011 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency and Intercreditor Agreement”) among INTELSAT (LUXEMBOURG) S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg trade and companies’ register under number B149.942 (“Holdings”), INTELSAT JACKSON HOLDINGS S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg trade and companies’ register under number B149.959 (the “Company”), the other Grantors from time to time party hereto, BANK OF AM
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • February 28th, 2017 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) dated as of December 22, 2016, among INTELSAT (LUXEMBOURG) S.A., a société anonyme existing under the laws of Luxembourg (the “Released Guarantor”), INTELSAT CONNECT FINANCE S.A., a société anonyme existing under the laws of Luxembourg (the “New Guarantor”), INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENT NO. 4 TO SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 4th, 2020 • Intelsat S.A. • Communications services, nec
WHEREAS, the Company is party to (i) a Credit Agreement, dated as of January 12, 2011 (as amended by Amendment and Joinder Agreement, dated as of October 3, 2012, and as further amended by Amendment No. 2 and Joinder Agreement, dated as of November 27, 2013, and as further amended by Amendment No. 3 and Joinder Agreement, dated as of November 27, 2017, and as further amended by Amendment No. 4, dated as of December 12, 2017, and as further amended by Amendment No. 5 and Joinder Agreement, dated as of January 2, 2018, and as further amended by Amendment No. 6, dated as of November 8, 2018, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, Intelsat Connect Finance S.A. (“Holdings”), the financial institutions or entities from time to time party thereto as lenders (the “Lenders”), the Administrative Agent and the other agent parties party thereto and (ii)(a) an Indenture, dated as of March 29, 2016, b
SUPPLEMENTAL INDENTURE NO. 6Supplemental Indenture • February 20th, 2020 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE NO. 6 (this “Supplemental Indenture”), dated as of May 2, 2019, by and among INTELSAT JACKSON HOLDINGS S.A. (or its successor), a société anonyme existing under the laws of Luxembourg (the “Issuer”), INTELSAT US FINANCE LLC, a Delaware limited liability company and indirect subsidiary of the Issuer (the “New Guarantor”), and U.S. BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
PURCHASE AND SALE AGREEMENT between GOGO INC. AND INTELSAT JACKSON HOLDINGS S.A. Dated as of August 31, 2020Purchase and Sale Agreement • September 1st, 2020 • Intelsat S.A. • Communications services, nec • Delaware
This PURCHASE AND SALE AGREEMENT, dated as of August 31, 2020 (together with all exhibits and schedules attached hereto, this “Agreement”), is made by and between Intelsat Jackson Holdings S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (“Buyer”), and Gogo Inc., a Delaware corporation (“Seller”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 10.1.
SUPPLEMENTAL INDENTURE NO. 5Supplemental Indenture • June 4th, 2020 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE NO. 5 (this “Supplemental Indenture”), dated as of April 24, 2020, among INTELSAT JACKSON HOLDINGS S.A. (or its successor), a société anonyme existing under the laws of Luxembourg (the “Issuer”), INTELSAT VIRGINIA HOLDINGS LLC, a Virginia limited liability company and indirect subsidiary of the Issuer (the “New Guarantor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
] Shares INTELSAT S.A. SERIES A MANDATORY CONVERTIBLE JUNIOR NON-VOTING PREFERRED SHARES, NOMINAL VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York
AMENDMENT NO. 6, dated as of November 8, 2018 (this “Agreement”), among INTELSAT CONNECT FINANCE S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its...Credit Agreement • November 8th, 2018 • Intelsat S.A. • Communications services, nec • New York
CREDIT AGREEMENT, dated as of January 12, 2011 (as amended by the Amendment and Joinder Agreement, dated as of October 3, 2012, as amended by Amendment No. 2 and Joinder Agreement dated as of November 27, 2013, as amended by Amendment No. 3 and Joinder Agreement dated as of November 27, 2017, as amended by Amendment No. 4 dated as of December 12, 2017 and as further, as amended by Amendment No. 5 and Joinder Agreement dated as of January 2, 2018 and as further amended by Amendment No. 6 dated as of November 8, 2018 and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among INTELSAT CONNECT FINANCE S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg trade and companies’ register under number B210.760 (“Holdings”), INTELSAT JACKSON HOLDINGS S.A., a pu
SECOND Amendment to OPTION AgreementOption Agreement • February 20th, 2020 • Intelsat S.A. • Communications services, nec
This Second Amendment (“Amendment”) to the Intelsat S. A. Option Agreement (“Option Agreement”) between David McGlade (the “Participant”) and Intelsat S.A. (the “Company”), dated as of April 18, 2013, is entered into by the undersigned parties and is effective as of December 15, 2015 (the “Amendment Effective Date”).
Intelsat Global Holdings S.A. Intelsat S.A. 4, rue Albert BorschetteLetter Agreement • March 20th, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • District of Columbia
This letter agreement (this “Letter Agreement”) sets forth the understanding between you and Intelsat Global Holdings S.A. (formerly known as Intelsat Global, Ltd.), a société anonyme organized under the laws of Luxembourg (collectively with its affiliates, subsidiaries, predecessors, successors and assigns, the “Company”), regarding the transition of your services with the Company. Capitalized terms not defined herein shall have the meaning set forth in that certain Employment Agreement, dated as of May 6, 2009, by and between you and the Company (as assigned and modified, the “Employment Agreement”).
Second Amendment to OPTION Agreement (ANTI-DILUTION OPTION)Option Agreement • February 20th, 2020 • Intelsat S.A. • Communications services, nec
This Second Amendment (“Amendment”) to the Intelsat S. A. Option Agreement between David McGlade (the “Participant”) and Intelsat S.A. (the “Company”), dated as of April 18, 2013, and subsequently amended by that certain Amendment to Option Agreement Anti-Dilution Option) effective as of October 24, 2014 (collectively, the “Option Agreement”), is entered into by the undersigned parties and is effective as of January 2, 2016 (the “Amendment Effective Date”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • February 20th, 2020 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of May 2, 2019, by and among INTELSAT JACKSON HOLDINGS S.A. (or its successor), a société anonyme existing under the laws of Luxembourg (the “Issuer”), INTELSAT US FINANCE LLC, a Delaware limited liability company and indirect subsidiary of the Issuer (the “New Guarantor”), the Issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
AGREEMENT FOR THE ADHERENCE BY INTELSAT CONNECT FINANCE S.A. as a new Pledgor in replacement of INTELSAT (LUXEMBOURG) S.A. TO THE LUXEMBOURG SHARES AND BENEFICIARY CERTIFICATES PLEDGE AGREEMENT DATED 12 JANUARY 2011, AS AMENDED AND FOR THE AMENDMENT...Agreement • February 28th, 2017 • Intelsat S.A. • Communications services, nec
This Agreement for the Adherence by Intelsat Connect Finance S.A. (in replacement of Intelsat Luxembourg (as defined below)) to the Luxembourg Shares and Beneficiary Certificates Pledge Agreement dated 12 January 2011 (as amended from time to time) and for the Amendment of the Pledge Agreement, dated 22 December 2016 (the “Agreement”), has been entered by and,
INTELSAT S.A. TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 20th, 2020 • Intelsat S.A. • Communications services, nec • Delaware
THIS TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is entered into as of [***], by and between Intelsat S.A., a société anonyme organized under the laws of Luxembourg (the “Company”), and [***] (the “Participant”).
AMENDMENT NO. 3 TO MANAGEMENT SHAREHOLDERS AGREEMENTManagement Shareholders Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
This Amendment No. 3 to the Management Shareholders Agreement (this “Amendment”) is made as of April 23, 2013, by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”), Serafina S.A., SLP III Investment Holding S.à r.l. (together with Serafina S.A., the “Sponsor Shareholders”) and the Management Shareholders party hereto, for the purpose of amending the Management Shareholders Agreement (as amended from time to time, the “Initial Agreement”), dated as of May 6, 2009 and effective as of February 4, 2008.
ContractThe Monitoring Fee Agreement • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York
THIS SECOND AMENDMENT TO THE MONITORING FEE AGREEMENT (as hereinafter defined) is dated as of April , 2013 (this “Amendment”) and is by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme (“Intelsat S.A.”), Intelsat (Luxembourg) S.A. (f/k/a Intelsat (Bermuda), Ltd.), a Luxembourg société anonyme (“Intelsat Luxembourg”), BC Partners Limited (“BC Partners”) and Silver Lake Management Company III, L.L.C. (“Silver Lake”) (each of Silver Lake and BC Partners, a “Sponsor” and, collectively, the “Sponsors”).
ContractEighth Supplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of June 28, 2013, among INTELSAT FINANCE BERMUDA LTD., an exempted limited company organized under the laws of Bermuda (the “New Guarantor”), an indirect Subsidiary of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 3 TO MANAGEMENT SHAREHOLDERS AGREEMENTManagement Shareholders Agreement • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York
This Amendment No. 3 to the Management Shareholders Agreement (this “Amendment”) is made as of [ ], 2013, by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”), Serafina S.A., SLP III Investment Holding S.à r.l. (together with Serafina S.A., the “Sponsor Shareholders”) and the Management Shareholders party hereto, for the purpose of amending the Management Shareholders Agreement (as amended from time to time, the “Initial Agreement”), dated as of May 6, 2009 and effective as of February 4, 2008.
AMENDMENT NO. 1 TO GOVERNANCE AGREEMENTGovernance Agreement • March 8th, 2016 • Intelsat S.A. • Communications services, nec • New York
This Amendment No. 1 to the Governance Agreement (this “Amendment”) is made as of February 20, 2015, by and among Intelsat S.A., a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”), and Serafina S.A., SLP III Investment Holding S.à r.l., and David McGlade (collectively, the “Shareholders”), for the purpose of amending the Governance Agreement (the “Initial Agreement”), dated as of April 23, 2013.
