Contract
Exhibit 4.5
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 x.x., 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 XXXXXXX HOLDINGS S.A. (f/k/a Intelsat Xxxxxxx Holdings, Ltd.), a société anonyme existing under the laws of Luxembourg (the “Issuer”), the Issuer and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS the Issuer and the existing Guarantors have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of October 20, 2009, providing for the issuance of the Issuer’s 8 1/2% Senior Notes due 2019 (the “Notes”), initially in the aggregate principal amount of $500,000,000;
WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each of the New Guarantors shall unconditionally guarantee all the Issuer’s obligations pursuant to a Guarantee on the terms and conditions set forth herein;
WHEREAS the New Guarantors desire to execute and deliver to the Trustee this Second Supplemental Indenture pursuant to which each of the New Guarantors shall unconditionally guarantee all the Issuer’s obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein;
WHEREAS the Indenture provides that in connection with this Second Supplemental Indenture, the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, and such Officers’ Certificate and Opinion of Counsel have been delivered to the Trustee on the date hereof; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Second Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined, except that the term “Holders” in this Second Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes applying to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 11.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
| EXECUTED as a deed by | ||
| INTELSAT (GIBRALTAR) LIMITED acting by: | ||
| /s/ Xxxxx X. Xxxxx | ||
| Name: Xxxxx X. Xxxxx | ||
| Title: Director | ||
| /s/ Xxxxxxx Xxxx | ||
| Name: Xxxxxxx Xxxx | ||
| Title: Director | ||
| INTELSAT (LUXEMBOURG) FINANCE COMPANY S.À X.X. | ||
| By: | /s/ Simon Van de Weg | |
| Name: Simon Van de Weg | ||
| Title: Manager | ||
| INTELSAT OPERATIONS S.A. | ||
| By: | /s/ Simon Van de Weg | |
| Name: Simon Van de Weg | ||
| Title: Director and Secretary | ||
| INTELSAT PHOENIX HOLDINGS S.A. | ||
| By: | /s/ Simon Van de Weg | |
| Name: Simon Van de Weg | ||
| Title: Director and Secretary | ||
| EACH OF THE ENTITIES LISTED ON SCHEDULE I HERETO | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | ||
| Title: Director or Manager | ||
| EACH OF THE ENTITIES LISTED ON SCHEDULE II HERETO | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Director | ||
| INTELSAT XXXXXXX HOLDINGS S.A. | ||
| By: | /s/ Simon Van de Weg | |
| Name: Simon Van de Weg | ||
| Title: Director and Secretary | ||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Xxxxxxx Xxxxx Colli | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Vice President | ||
Schedule I
New Guarantors
| No. |
Entity |
Jurisdiction of Incorporation/Formation | ||
| 1. | AccessPAS, Inc. | Delaware | ||
| 2. | Galaxy 3C Holding Company, Inc. | Delaware | ||
| 3. | Galaxy 11 Holding Company, Inc. | Delaware | ||
| 4. | Galaxy 12 Holding Company, Inc. | Delaware | ||
| 5. | Galaxy 13 Holding Company, Inc. | Delaware | ||
| 6. | Galaxy 14 Holding Company, Inc. | Delaware | ||
| 7. | Galaxy 15 Holding Company, Inc. | Delaware | ||
| 8. | Galaxy 16 Holding Company, Inc. | Delaware | ||
| 9. | Galaxy 17 Holding Company, Inc. | Delaware | ||
| 10. | Galaxy 18 Holding Company, Inc. | Delaware | ||
| 11. | Intelsat Asia Carrier Services, Inc. | Delaware | ||
| 12. | Intelsat Corporation | Delaware | ||
| 13. | Intelsat Global Service LLC | Delaware | ||
| 14. | Intelsat International Employment, Inc. | Delaware | ||
| 15. | Intelsat International Systems LLC | Delaware | ||
| 16. | Intelsat Service and Equipment Corporation | Delaware | ||
| 17. | Intelsat USA License LLC | Delaware | ||
| No. |
Entity |
Jurisdiction of Incorporation/Formation | ||
| 18. | Intelsat USA Sales LLC | Delaware | ||
| 19. | IS 11 Holding Company, Inc. | Delaware | ||
| 20. | IS 14 Holding Company, Inc. | Delaware | ||
| 21. | PanAmSat Capital Corporation | Delaware | ||
| 22. | PanAmSat Communications Japan, Inc. | California | ||
| 23. | PanAmSat Europe Corporation | Delaware | ||
| 24. | PanAmSat India Marketing, L.L.C. | Delaware | ||
| 25. | PanAmSat India, Inc. | Delaware | ||
| 26. | PanAmSat International Holdings, LLC | Delaware | ||
| 27. | PanAmSat International Sales, Inc. | Delaware | ||
| 28. | PanAmSat International Systems Marketing, L.L.C. | Delaware | ||
| 29. | PanAmSat Services, Inc. | Delaware | ||
| 30. | PAS 1R Holding Company, Inc. | Delaware | ||
| 31. | PAS 5 Holding Company, Inc. | Delaware | ||
| 32. | PAS 7 Holding Company, Inc. | Delaware | ||
| 33. | PAS 8 Holding Company, Inc. | Delaware | ||
| 34. | PAS 9 Holding Company, Inc. | Delaware | ||
| 35. | PAS 10 Holding Company, Inc. | Delaware | ||
| No. |
Entity |
Jurisdiction of Incorporation/Formation | ||
| 36. | PAS International LLC | Delaware | ||
| 37. | Southern Satellite Corp. | Connecticut | ||
| 38. | Southern Satellite Licensee Corporation | Delaware | ||
| 39. | USHI, LLC | Delaware | ||
Schedule II
New Guarantors
| No. |
Entity |
Jurisdiction of Formation or Existence | ||
| 1. | Intelsat Holdings LLC | Delaware | ||
| 2. | Intelsat License Holdings LLC | Delaware | ||
| 3. | Intelsat License LLC | Delaware | ||
| 4. | Intelsat Satellite LLC | Delaware | ||
| 5. | Intelsat Intermediate Holding Company S.A. | Luxembourg | ||
