CONFIRMATION AND AMENDMENT AGREEMENT Dated 24 October 2016 WITH RESPECT TO THE LUXEMBOURG SHARES AND BENEFICIARY CERTIFICATES PLEDGE AGREEMENT DATED 12 JANUARY 2011, AS AMENDED
Exhibit 4.56
CONFIRMATION AND AMENDMENT AGREEMENT
Dated 24 October 2016
WITH RESPECT TO THE
LUXEMBOURG SHARES AND BENEFICIARY CERTIFICATES PLEDGE
AGREEMENT DATED 12 JANUARY 2011, AS AMENDED
This Confirmation and Amendment Agreement with respect to the Luxembourg Shares and Beneficiary Certificates Pledge Agreement dated 12 January 2011 (as amended from time to time) dated 24 October 2016 (the “Agreement”), has been entered by and,
BETWEEN:
| (1) | The Pledgors set forth in Schedule 1 (together the “Pledgors” and each a “Pledgor”); |
AND
| (2) | Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Collateral Trustee for the Secured Parties together with its successors and assigns in such capacity (the “Collateral Trustee” or the “Pledgee”); |
IN THE PRESENCE OF:
| (3) | The Companies set forth in Schedule 2 (together the “Companies” and each a “Company”); |
IT IS AGREED as follows:
| (1) | Capitalized terms used herein as defined terms shall have the meaning given thereto in the Pledge Agreement (as defined below), unless otherwise defined in the present Agreement, and: |
| Credit Facility Obligations |
Shall have the meaning given to such term in the 2022 Indenture; | |
| 2022 Indenture |
Means the Indenture for the 2022 Notes of Intelsat Xxxxxxx Holdings S.A. dated 30 June 2016 between Intelsat Xxxxxxx Holdings S.A. as Issuer, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee; | |
| 2022 Notes |
Means the 9.5% Senior Secured Notes due 2022 issued by Intelsat Xxxxxxx Holdings S.A. under the 2022 Indenture; | |
| 2024 Indenture |
Means the Indenture for the 2024 Notes of Intelsat Xxxxxxx Holdings S.A. dated as of March 29, 2016 between Intelsat Xxxxxxx Holdings S.A. as Issuer, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee; | |
| 2024 Notes |
Means the 8% Senior Secured Notes due 2024 issued by Intelsat Xxxxxxx Holdings S.A. under the 2024 Indenture; | |
| Pledge Agreement |
Means the Luxembourg Shares and Beneficiary Certificates Pledge Agreement dated 12 January 2011 (as amended from time to time) between the Pledgors and the Pledgee; and | |
| RCS |
Means the Registre de Commerce et des Sociétés of Luxembourg. | |
| (2) | The Schedules to this Agreement form an integral part thereof. |
| (3) | The Pledgee shall not be responsible for the sufficiency of any terms used herein. |
| (4) | The Pledgors and the Pledgee agree, and the Companies acknowledge, that the definition of “Secured Obligations” in the Pledge Agreement shall read as follows: |
“Secured Obligations” means the Credit Facility Obligations and, without duplication, the guarantees by the Issuer and the Guarantors of all Notes Obligations (as defined in the 2024 Indenture) in relation to the 2024 Notes and the guarantees by the Issuer and the Guarantors of all Notes Obligations (as defined in the 2022 Indenture) in relation to the 2022 Notes, any obligations of the Issuer and the Guarantors under any additional notes issued under the 2024 Indenture and the 2022 Indenture, and any other Secured Obligations as defined in the Pledge Agreement to the extent not included in the foregoing.
| (5) | The Pledgors and the Pledgee agree, and the Companies acknowledge, that the following definitions shall be included to clause 1.1 (“Definitions and interpretation”) of the Pledge Agreement: |
| Credit Facility Obligations |
Shall have the meaning given to such term in the 2022 Indenture; | |
| 2022 Indenture |
Means the Indenture for the 2022 Notes of Intelsat Xxxxxxx Holdings S.A. dated 30 June 2016 between Intelsat Xxxxxxx Holdings S.A. as Issuer, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee; | |
| 2022 Notes |
Means the 9.5% Senior Secured Notes due 2022 issued by Intelsat Xxxxxxx Holdings S.A. under the 2022 Indenture; | |
| 2024 Indenture |
Means the Indenture for the 2024 Notes of Intelsat Xxxxxxx Holdings S.A. dated as of March 29, 2016 between Intelsat Xxxxxxx Holdings S.A. as Issuer, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee; and | |
| 2024 Notes |
Means the 8% Senior Secured Notes due 2024 issued by Intelsat Xxxxxxx Holdings S.A. under the 2024 Indenture. | |
| (6) | To the extent necessary, the Pledgors, the Pledgee and the Companies hereby confirm that the Pledged Assets pledged pursuant to the relevant Pledge Agreement are and continue to be subject to the relevant Pledge, such Pledge securing, further to this Agreement, the Secured Obligations as defined in clause (4). |
| (7) | The parties hereto agree that Clauses 1.2 and 15 to 19 of the Pledge Agreement are included by way of reference into the present Agreement. |
| (8) | This Agreement may be executed in any number of counterparts and by way of facsimile or scanned PDF exchange of executed signature pages, all of which together shall constitute one and the same Agreement. |
Schedule 1
The Pledgors
| (1) | Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg with registered office at 0, xxx Xxxxxx Xxxxxxxxxx, X-0000 Xxxxxxxxxx and registered at the RCS under number RCS Luxembourg B149.942; | |
| (2) | Intelsat Xxxxxxx Holdings S.A., a société anonyme under the laws of Luxembourg with registered office at 0, xxx Xxxxxx Xxxxxxxxxx, X-0000 Xxxxxxxxxx and registered at the RCS under number RCS Luxembourg B149.959; | |
| (3) | Intelsat Operations S.A., a société anonyme under the laws of Luxembourg having its registered office at 0, xxx Xxxxxx Xxxxxxxxxx, X-0000 Xxxxxxxxxx and being registered at the RCS under number RCS Luxembourg B156.669; and | |
| (4) | Intelsat Corporation, a corporation incorporated under the laws of Delaware having its registered office at 0000 Xxxxxxxxxxx Xxxx Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx 00000, Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx xx Xxxxxxx registered with the Division of Corporations of the State of Delaware under number 2664446. | |
Schedule 2
The Companies
| (1) | Intelsat Xxxxxxx Holdings S.A., a société anonyme under the laws of Luxembourg with registered office at 0, xxx Xxxxxx Xxxxxxxxxx, X-0000 Xxxxxxxxxx and registered at the RCS under number RCS Luxembourg B149.959; | |
| (2) | Intelsat Operations S.A., a société anonyme under the laws of Luxembourg with registered office at 0, xxx Xxxxxx Xxxxxxxxxx, X-0000 Xxxxxxxxxx and registered at the RCS under number RCS Luxembourg B156669; | |
| (3) | Intelsat Align S.à x.x., a société a responsabilité limitée incorporated under Luxembourg law having its registered office at 0, xxx Xxxxxx Xxxxxxxxxx, X-0000 Xxxxxxxxxx, and being registered at the RCS under number RCS Luxembourg B174.892. | |
Signature Page – Confirmation and Amendment Agreement to the Shares and BCs Pledge Agreement
IN WITNESS THEREOF the parties hereto have executed this Agreement in one or multiple original counterparts, all of which together evidence the same Agreement, on the day and year first written above.
| The Pledgors: | ||
| Intelsat (Luxembourg) S.A. | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | |
| Title: | Deputy Chairman and Secretary | |
| Intelsat Xxxxxxx Holdings S.A. | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | |
| Title: | Deputy Chairman and Secretary | |
| Intelsat Corporation | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | |
| Title: | Executive Vice President, General Counsel, Chief Administrative Officer and Secretary | |
| Intelsat Operations S.A. | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | |
| Title: | Deputy Chairman and Secretary | |
Signature Page – Confirmation and Amendment Agreement to the Shares and BCs Pledge Agreement
IN WITNESS THEREOF the parties hereto have executed this Agreement in one or multiple original counterparts, all of which together evidence the same Agreement, on the day and year first written above.
| The Pledgee: | ||
| Wilmington Trust, National Association | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Vice President | |
Signature Page – Confirmation and Amendment Agreement to the Shares and BCs Pledge Agreement
IN WITNESS THEREOF the parties hereto have executed this Agreement in one or multiple original counterparts, all of which together evidence the same Agreement, on the day and year first written above.
The Companies:
| Intelsat Xxxxxxx Holdings S.A. | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | |
| Title: | Deputy Chairman and Secretary | |
| Intelsat Operations S.A. | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | |
| Title: | Deputy Chairman and Secretary | |
| Intelsat Align S.à x.x. | ||
| By: | /s/ Xxxx-Xxxxxxxx Xxxxxx | |
| Name: | Xxxx-Xxxxxxxx Xxxxxx | |
| Title: | Director | |
