GOVERNANCE AGREEMENT BY AND AMONG INTELSAT S.A., THE BC INVESTOR, THE SILVER LAKE INVESTOR AND THE ADDITIONAL SHAREHOLDERGovernance Agreement • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York
This GOVERNANCE AGREEMENT (this “Agreement”), dated as of [ ], 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”).
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”).
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 SHAREHOLDERS AGREEMENTShareholders Agreement • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York
This Amendment No. 1 (this “Amendment”) is made as of December 7, 2009, among Intelsat Global, Ltd., a Bermuda exempted company (the “Company”), the shareholders listed on Schedule A hereto (collectively, the “BC Investors”) and the shareholders listed on Schedule B hereto (collectively, “Silver Lake” and, together, with the BC Investors and Silver Lake, the “Shareholders”), and amends that certain Shareholders Agreement, dated as of February 4, 2008, by and among Serafina Holdings Limited, a Bermuda exempted company and the predecessor entity to the Company, and the Shareholders (the “Initial Agreement”)
SHAREHOLDERS AGREEMENTShareholders Agreement • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York
This SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of February 4, 2008, by and among the Serafina Holdings Limited, a Bermuda exempted company (the “Company”); the Shareholders listed on Schedule A hereto (together, the “BC Investors”); the Shareholders listed on Schedule B hereto (together, “Silver Lake” and together with the BC Investors and Silver Lake, the “Shareholders”).
AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENT AND ASSIGNMENTShareholders Agreement and Assignment • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York
This Amendment No. 2 (this “Amendment”) is made as of March 30, 2012, among Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.), a Luxembourg société anonyme, RCS Luxembourg B149927 (“Intelsat Global”), Intelsat Global Holdings S.A., a Luxembourg société anonyme, RCS Luxembourg B162135 (“Intelsat Global Holdings”), the shareholder listed on Schedule A hereto (the “BC Investor”), the shareholder listed on Schedule B hereto (“Silver Lake” and, together with the BC Investor, the “Shareholders”), the Affiliates of the BC Investor signatory hereto (the “Former BC Shareholders”) and the Affiliates of Silver Lake signatory hereto (the “Former Silver Lake Shareholders”), and amends that certain Shareholders Agreement, dated as of February 4, 2008, by and among Serafina Holdings Limited, a Bermuda exempted company and the predecessor entity to Intelsat Global, the Former BC Shareholders and the Former Silver Lake Shareholders, as amended by that certain Amendment No. 1 to Shareholders Agreement
ContractThe Monitoring Fee Agreement • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York
THIS THIRD 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.”), 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”). Unless expressly stated otherwise herein, all capitalized terms shall have the meanings set forth in the Monitoring Fee Agreement.
