CREDIT AGREEMENT Dated as of January 12, 2011 among INTELSAT JACKSON HOLDINGS S.A., as the Borrower INTELSAT (LUXEMBOURG) S.A., as Holdings The Several Lenders from Time to Time Parties Hereto BANK OF AMERICA, N.A., as Administrative Agent CREDIT...Credit Agreement • January 19th, 2011 • Intelsat S.A. • Communications services, nec • New York
CREDIT AGREEMENT, dated as of January 12, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “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 “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, MERRILL LYNCH,
ContractSupplemental Indenture • January 19th, 2011 • Intelsat S.A. • Communications services, nec • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of January 12, 2011, among Intelsat (Gibraltar) Limited, a company incorporated under the laws of Gibraltar, Intelsat (Luxembourg) Finance Company S.à r.l., a société à responsibilité limitée organized under the laws of Luxembourg, Intelsat Operations S.A. and Intelsat Phoenix Holdings S.A., each a société anonyme organized under the laws of Luxembourg, and each of the entities listed on Schedules I and II hereto (collectively, the “New Guarantors”), each of the New Guarantors being a subsidiary of INTELSAT JACKSON HOLDINGS S.A. (f/k/a Intelsat Jackson Holdings, Ltd.), 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”).
ContractGuarantee • January 19th, 2011 • Intelsat S.A. • Communications services, nec • New York
GUARANTEE (this “Guarantee”) dated as of January 12, 2011, made among Intelsat (Gibraltar) Limited, a company incorporated under the laws of Gibraltar, Intelsat (Luxembourg) Finance Company S.à r.l., a société à responsibilité limitée organized under the laws of Luxembourg, Intelsat Operations S.A. and Intelsat Phoenix Holdings S.A., each a société anonyme organized under the laws of Luxembourg, and each of the entities listed on Schedules I and II hereto (each individually, a “Guarantor” and, collectively, the “Guarantors”), each of such Guarantors being a subsidiary of INTELSAT JACKSON HOLDINGS S.A. (f/k/a Intelsat Jackson Holdings, Ltd.), a société anonyme existing under the laws of Luxembourg (the “Borrower”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • January 19th, 2011 • Intelsat S.A. • Communications services, nec
THIS SECURITY AND PLEDGE AGREEMENT dated as of January 12, 2011, among INTELSAT JACKSON HOLDINGS S.A., a public limited liability company (société anonyme) incorporated 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 “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto (each such undersigned subsidiary being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Borrower are referred to collectively as the “Grantors”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined below) and WILMINGTON TRUST FSB, as collateral trustee (together with its successors and assigns, in such capacity, the “Collateral Trustee”) for the benefit of the Secured Parties.
ContractSupplemental Indenture • January 19th, 2011 • Intelsat S.A. • Communications services, nec • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of January 12, 2011, among Intelsat (Gibraltar) Limited, a company incorporated under the laws of Gibraltar, Intelsat (Luxembourg) Finance Company S.à r.l., a société à responsibilité limitée organized under the laws of Luxembourg, Intelsat Operations S.A. and Intelsat Phoenix Holdings S.A., each a société anonyme organized under the laws of Luxembourg, and each of the entities listed on Schedules I and II hereto (collectively, the “New Guarantors”), each of such New Guarantors being a subsidiary of INTELSAT JACKSON HOLDINGS S.A. (f/k/a Intelsat Jackson Holdings, Ltd.), 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”).
ContractFourth Supplemental Indenture • January 19th, 2011 • Intelsat S.A. • Communications services, nec • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of January 12, 2011, among Intelsat (Gibraltar) Limited, a company incorporated under the laws of Gibraltar, Intelsat (Luxembourg) Finance Company S.à r.l., a société à responsibilité limitée organized under the laws of Luxembourg, Intelsat Operations S.A. and Intelsat Phoenix Holdings S.A., each a société anonyme organized under the laws of Luxembourg, and each of the entities listed on Schedules I and II hereto (collectively, the “New Guarantors”), each of such New Guarantors being a subsidiary of INTELSAT JACKSON HOLDINGS S.A. (f/k/a Intelsat Jackson Holdings, Ltd.), 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”).
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT dated as of January 12, 2011 among INTELSAT (LUXEMBOURG) S.A., INTELSAT JACKSON HOLDINGS S.A., THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent under the...Collateral Agency and Intercreditor Agreement • January 19th, 2011 • Intelsat S.A. • Communications services, nec • New York
This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of January 12, 2011 and is by and 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 AMERICA, N.A. (“BANA”), as Administrative Agent (as defined below), each additional First Lien Representative (as defined below) that executes
GUARANTEEGuarantee • January 19th, 2011 • Intelsat S.A. • Communications services, nec • New York
GUARANTEE (this “Guarantee”) dated as of January 12, 2011, made 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 hereto (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”).
ContractFirst Supplemental Indenture • January 19th, 2011 • Intelsat S.A. • Communications services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of January 12, 2011, among Intelsat (Gibraltar) Limited, a company incorporated under the laws of Gibraltar, Intelsat (Luxembourg) Finance Company S.à r.l., a société à responsibilité limitée organized under the laws of Luxembourg, Intelsat Operations S.A. and Intelsat Phoenix Holdings S.A., each a société anonyme organized under the laws of Luxembourg, and each of the entities listed on Schedules I and II hereto (collectively, the “New Guarantors”), each of such New Guarantors being a subsidiary INTELSAT JACKSON HOLDINGS S.A. (f/k/a Intelsat Jackson Holdings, Ltd.) (or its successor), 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”).
ContractThird Supplemental Indenture • January 19th, 2011 • Intelsat S.A. • Communications services, nec • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of January 12, 2011, among Intelsat (Gibraltar) Limited, a company incorporated under the laws of Gibraltar, Intelsat (Luxembourg) Finance Company S.à r.l., a société à responsibilité limitée organized under the laws of Luxembourg, Intelsat Operations S.A. and Intelsat Phoenix Holdings S.A., each a société anonyme organized under the laws of Luxembourg, and each of the entities listed on Schedules I and II hereto (collectively, the “New Guarantors”), each of such New Guarantors being a subsidiary of INTELSAT SUBSIDIARY HOLDING COMPANY S.A. (f/k/a Intelsat Subsidiary Holding Company, Ltd.), 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”).
LUXEMBOURG SHARES AND BENEFICIARY CERTIFICATES PLEDGE AGREEMENT BETWEEN INTELSAT (LUXEMBOURG) S.A. INTELSAT JACKSON HOLDINGS S.A. INTELSAT INTERMEDIATE HOLDING COMPANY S.A. INTELSAT PHOENIX HOLDINGS S.A. INTELSAT SUBSIDIARY HOLDING COMPANY S.A....Certificates Pledge Agreement • January 19th, 2011 • Intelsat S.A. • Communications services, nec • Luxembourg
