ASSIGNMENT AND MODIFICATION AGREEMENTAssignment and Modification Agreement • March 10th, 2010 • Intelsat S.A. • Communications services, nec • District of Columbia
Subject to the consent of Phillip L. Spector (the “Executive”) below, as of December 21, 2009 (the “Assignment Date”), Intelsat Global, Ltd. (“Intelsat Global”) and Intelsat, Ltd. (“Intelsat” and together with Intelsat Global, the “Current Employers”) hereby assign to Intelsat Management LLC, a Delaware limited liability company (“Intelsat Management”), all of their rights and obligations under that certain Employment Agreement dated as of May 6, 2009, by and between the Executive and the Current Employers (the “Employment Agreement”), and Intelsat Management shall accept such assignment and shall honor any and all of such rights and obligations.
AMENDMENT TO CLASS B RESTRICTED SHARE AGREEMENTClass B Restricted Share Agreement • March 10th, 2010 • Intelsat S.A. • Communications services, nec
This Amendment to Class B Restricted Share Agreement (this “Amendment”) is entered into as of December 7, 2009, by and between Intelsat Global, Ltd. (the “Company”) and Michael McDonnell (the “Employee”).
AMENDMENT TO CLASS A RESTRICTED SHARE AGREEMENT (Rollover Restricted Shares)Restricted Share Agreement • March 10th, 2010 • Intelsat S.A. • Communications services, nec
This Amendment to Class A Restricted Share Agreement (this “Amendment”) is entered into as of December 7, 2009, by and between Intelsat Global, Ltd. (the “Company”) and David McGlade (the “Employee”).
ContractSupplemental Indenture • March 10th, 2010 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 14, 2009, among INTELSAT SATELLITE IS 14, INC., a Delaware Corporation (the “New Guarantor”), a subsidiary of INTELSAT CORPORATION (or its successor), a Delaware corporation (the “Issuer”), the Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
Intelsat Global, Ltd. Wellesley House NorthIntelsat S.A. • March 10th, 2010 • Communications services, nec
Reference is made to that certain Side Letter Agreement to the Management Shareholders Agreement of Intelsat Global, Ltd. (the “Company”), dated as of May 6, 2009, by and among you, the McGlade Family Trust dated January 2, 2009, and the Company (as amended, the “MSA Side Letter”). Capitalized terms used but not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings ascribed to them in the MSA Side Letter.
JOINDER AGREEMENTJoinder Agreement • March 10th, 2010 • Intelsat S.A. • Communications services, nec • New York
JOINDER AGREEMENT, dated as of December 2, 2009 (this “Agreement”), by and among BARCLAYS BANK PLC (the “Incremental Loan Lender”), INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a Bermuda company (the “Borrower”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse, Cayman Islands Branch) (the “Administrative Agent”).
CONSENTConsent • March 10th, 2010 • Intelsat S.A. • Communications services, nec • New York
This CONSENT, dated as of November 2, 2009 (this “Consent”), related to the Credit Agreement dated as of July 3, 2006 (as amended to the date hereof, the “Credit Agreement”) among Intelsat Intermediate Holding Company, Ltd. (“Holdings”), Intelsat Subsidiary Holding Company, Ltd. (the “Borrower”), the institutions party thereto as Lenders (the “Lenders”) and Credit Suisse, Cayman Islands Branch, in its capacity as administrative agent for the Lenders and as agent for the Secured Parties (in such capacity, the “Administrative Agent”), is entered into by Holdings, the Borrower, the Lenders executing this Consent and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
ACKNOWLEDGMENT AGREEMENTAcknowledgment Agreement • March 10th, 2010 • Intelsat S.A. • Communications services, nec
This Acknowledgment Agreement, dated as of December 7, 2009 (this “Agreement”), is entered into by the Sponsor Shareholders (as defined below) of Intelsat Global, Ltd., a Bermuda exempted company (the “Company”).
ContractSupplemental Indenture • March 10th, 2010 • Intelsat S.A. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 14, 2009, among INTELSAT SATELLITE IS 14, INC., a Delaware corporation (the “New Guarantor”), a subsidiary of INTELSAT CORPORATION (or its successor), a Delaware corporation (the “Issuer”), the Issuer, the other Guarantors (as defined in the Indenture referred to herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
Intelsat Global, Ltd. Wellesley House NorthIntelsat S.A. • March 10th, 2010 • Communications services, nec
Reference is made to that certain Side Letter Agreement to the Management Shareholders Agreement of Intelsat Global, Ltd. (the “Company”), dated as of May 6, 2009, by and among you, the Phillip L. Spector GRAT, the Phillip L. Spector Trust U/A dated 12/21/07, the Phillip L. Spector GRAT #2 dated August 3, 2009, and the Company (as amended, the “MSA Side Letter”). Capitalized terms used but not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings ascribed to them in the MSA Side Letter.
PURCHASE AGREEMENT between ProtoStar I Ltd. and Intelsat Subsidiary Holding Company, Ltd. October 30, 2009Purchase Agreement • March 10th, 2010 • Intelsat S.A. • Communications services, nec • New York
This PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of October, 2009 by and between ProtoStar I Ltd., an exempted company organized under the laws of Bermuda (“Seller”), and Intelsat Subsidiary Holding Company, Ltd., a limited liability company organized under the laws of Bermuda (“Buyer”) (each of Buyer and Seller individually a “Party” and collectively, the “Parties”).
Intelsat Global, Ltd. Wellesley House NorthIntelsat S.A. • March 10th, 2010 • Communications services, nec
Reference is made to that certain Side Letter Agreement to the Management Shareholders Agreement of Intelsat Global, Ltd. (the “Company”), dated as of May 6, 2009, by and between you and the Company (the “MSA Side Letter”). Capitalized terms used but not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings ascribed to them in the MSA Side Letter.
AMENDMENT TO MANAGEMENT SHAREHOLDERS AGREEMENT OF INTELSAT GLOBAL, LTD.Management Shareholders Agreement • March 10th, 2010 • Intelsat S.A. • Communications services, nec
This Amendment to the Management Shareholders Agreement of Intelsat Global, Ltd. (this “Amendment) is entered into as of December 7, 2009, effective as of December 15, 2009 (the “Effective Date”), for the purpose of amending the Management Shareholders Agreement (as amended from time to time, the “Agreement”) dated as of May 6, 2009, by and among Intelsat Global, Ltd., a Bermuda exempted company (the “Company”), the Sponsor Shareholders (as defined in the Agreement) and the Management Shareholders (as defined in the Agreement).
