Contract

Exhibit 4.1

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 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 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 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 June 27, 2008, providing for the issuance of the Issuer’s 8 ¹/2% Senior Notes due 2013 and 8 ⁷/8% Senior Notes due 2015 (collectively, the “Notes”), initially in the aggregate principal amount of $883,346,000 and $681,012,000, respectively;

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 under the Notes 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 Third 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 Third 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 Third 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 Third 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 Third 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 Third Supplemental Indenture refer to this Third 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 Third 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 THIRD 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 Third Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Third 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 Third 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/ Xxxx-Xxxxxxx Bachabi
		Name: Xxxx-Xxxxxxx Bachabi
		Title: Director, Chairman and Chief Executive Officer
INTELSAT PHOENIX HOLDINGS S.A.
By:		/s/ Xxxx-Xxxxxxx Bachabi
		Name: Xxxx-Xxxxxxx Bachabi
		Title: Director, Chairman and Chief Executive Officer

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 SUBSIDIARY HOLDING COMPANY 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