AGREEMENT FOR THE ADHERENCE BY INTELSAT CONNECT FINANCE S.A. (as new Debtor) TO THE LUXEMBOURG CLAIMS PLEDGE AGREEMENT DATED 12 JANUARY 2011, AS AMENDED AND FOR THE AMENDMENT OF THE PLEDGE AGREEMENT
Exhibit 10.24
AGREEMENT
FOR THE ADHERENCE
BY
INTELSAT CONNECT FINANCE S.A.
(as new Debtor)
TO THE
DATED 12 JANUARY 2011, AS AMENDED
AND
FOR THE AMENDMENT OF THE PLEDGE AGREEMENT
22 December 2016
This Agreement for the Adherence by Intelsat Connect to the Luxembourg Claims Pledge Agreement dated 12 January 2011 (as amended from time to time) as new Debtor and for the Amendment of the Pledge Agreement, dated 22 December 2016 (the “Agreement”), has been entered by and,
BETWEEN:
(1) | The Pledgors set forth in Schedule 1 (together the “Pledgors” and each a “Pledgor”); |
(2) | Intelsat Connect Finance S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and being registered with the RCS under number RCS Luxembourg B210.760 (“Intelsat Connect”); |
AND
(3) | 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”) pursuant to that certain Collateral Agency and Intercreditor Agreement dated as of 12 January 2011 among Intelsat (Luxembourg) S.A., Intelsat ▇▇▇▇▇▇▇ Holdings S.A., the other Grantors from time to time party thereto, Bank of America, N.A., each additional First Lien Representative, each Second Lien Representative and the Collateral Trustee (as amended from time to time, the “Intercreditor Agreement”); |
IN THE PRESENCE OF:
(4) | The Existing Debtors set forth in Schedule 2 (together the “Existing Debtors” and each a “Debtor”); |
WHEREAS:
(A) | On 12 January 2011, the Borrower, the Lenders and Bank of America, N.A. as Administrative Agent, and other agent parties party thereto, entered into the Credit Agreement. |
(B) | In relation to the Credit Agreement, a Luxembourg claims pledge agreement has been entered into on 12 January 2011 by the Collateral Trustee as pledgee, and inter ▇▇▇▇ ▇▇▇▇▇▇▇ and Intelsat Operations as pledgors and in the presence of inter alia Intelsat Holdings S.A., Intelsat Investments S.A., Intelsat Luxembourg, ▇▇▇▇▇▇▇ and Intelsat Operations S.A. as debtors over the claims owed by any of the Debtors to any of the Pledgors (as defined therein); such agreement was thereafter amended by (i) the Luxembourg law agreement dated 31 July 2012 between the Collateral Trustee as pledgee, ▇▇▇▇▇▇▇ and Intelsat Operations S.A. as pledgors for inter alia the adherence by Intelsat Luxembourg Investment S.àr.l. to the Pledge Agreement, (ii) the Luxembourg law agreement dated 31 January 2013 between inter alia the Collateral Trustee as pledgee, ▇▇▇▇▇▇▇, Intelsat Operations S.A. and Intelsat Align S.à ▇.▇. as pledgors for inter alia the adherence by Intelsat Align S.à ▇.▇. to the Pledge Agreement and (iii) by the Luxembourg law Confirmation and Amendment Agreement to the Pledge Agreement referred to below, (as amended from time to time, the “Pledge Agreement”). |
(C) | On 24 October 2016, the Pledgors, the Collateral Trustee and the Debtors entered into a Confirmation and Amendment Agreement to the Pledge Agreement (as defined below) pursuant to which the parties to the Pledge Agreement agreed to inter alia (i) amend the definition of “Secured Obligations” in the Pledge Agreement so that it covers “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” and (ii) 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 the Secured Obligations. |
(D) | Intelsat Connect, a direct wholly-owned subsidiary of Intelsat Luxembourg, has been incorporated on 22 November 2016. |
(E) | Intelsat Connect wishes to adhere and become a party to the Pledge Agreement as “Debtor” (as defined therein). |
NOW THEREFORE IT IS AGREED as follows:
Clause 1. | DEFINITIONS AND INTERPRETATION |
1. | Capitalized terms used herein as defined terms shall have the meaning given thereto in the Pledge Agreement and/or the Credit Agreement, unless otherwise defined in the present Agreement, and: |
Confirmation and Amendment Agreement to the Pledge Agreement | Means the Luxembourg law confirmation and amendment agreement to the Pledge Agreement dated 24 October 2016 entered into by and between the Collateral Trustee as pledgee, ▇▇▇▇▇▇▇, Intelsat Operations S.A. and Intelsat Align S.àr.l. as pledgors as well as Intelsat S.A., Intelsat Investment Holdings S.à ▇.▇., Intelsat Holdings S.A., Intelsat Investments S.A., Intelsat Luxembourg, ▇▇▇▇▇▇▇, Intelsat Operations S.A. and Intelsat Align S.à .rl. as debtors; |
Intelsat Luxembourg | Means Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B149.942; |
▇▇▇▇▇▇▇ or the Borrower | Means Intelsat ▇▇▇▇▇▇▇ Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B149.959; |
RCS | Means the ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇. |
▇. | The recitals and Schedules to this Agreement form an integral part hereof. |
3. | The Pledgee shall not be responsible for the sufficiency of any terms used herein or any of the reorganization transactions as set out in the recitals of this Agreement and is entering into this |
Agreement at the direction of the Administrative Agent pursuant to the Intercreditor Agreement.
Clause 2. | ADHERENCE AS DEBTOR |
1. | Intelsat Connect hereby becomes a party to the Pledge Agreement as “Debtor”. |
Clause 3. | AMENDMENT PLEDGE AGREEMENT |
1. | The parties agree that the Pledge Agreement shall be amended so that the list of Debtors is updated and consequentially schedule 2 thereto is amended and replaced by Schedule 3 of this Agreement. |
Clause 4. | ADDITIONAL PROVISIONS |
The parties hereto agree that Clauses 1.2 and 15 through 19 of the Pledge Agreement are included by way of reference into the present Agreement.
Clause 5. | RIGHTS OF THE COLLATERAL TRUSTEE |
The rights, protections and indemnities granted to the Collateral Trustee under the Intercreditor Agreement and the Pledge Agreement shall apply to any action taken hereunder or in connection herewith to the same extent as provided for under the Intercreditor Agreement and the Pledge Agreement.
Clause 6. | COUNTERPARTS |
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.
GEDI:3030359v12
Schedule 1
The Pledgors
Intelsat ▇▇▇▇▇▇▇ Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and being registered with the RCS under number RCS Luxembourg B149.959; | |
Intelsat Operations S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and being registered with the RCS under number RCS Luxembourg B156.669; | |
Intelsat Align S.à ▇.▇., a société a responsabilité limitée under the laws of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and being registered with the RCS under number RCS Luxembourg B174.892. | |
Schedule 2
The Existing Debtors
Intelsat S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B162.135; | |
Intelsat Investment Holdings S.àr.l., a société a responsabilité limitée under Luxembourg law having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number B 162.240; | |
Intelsat Holdings S.A. a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B149.954; | |
Intelsat Investments S.A. a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B149.970; | |
Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B149.942; | |
Intelsat ▇▇▇▇▇▇▇ Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and registered with the RCS under number RCS Luxembourg B149.959; | |
Intelsat Operations S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and registered with the RCS under number RCS Luxembourg B156.669; | |
Intelsat Align S.à ▇.▇., a société a responsabilité limitée under the laws of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and being registered with the RCS under number RCS Luxembourg B174.892. | |
GEDI:3030359v12
GEDI:3030359v12
Schedule 3
(in replacement of schedule 2 to the Pledge Agreement)
The Debtors
Intelsat S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B162.135; | |
Intelsat Investment Holdings S.àr.l., a société a responsabilité limitée under Luxembourg law having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number B 162.240; | |
Intelsat Holdings S.A. a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B149.954; | |
Intelsat Investments S.A. a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B149.970; | |
Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and being registered with the RCS under number RCS Luxembourg B149.942; | |
Intelsat Connect Finance S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and being registered with the RCS under number RCS Luxembourg B210.760; | |
Intelsat ▇▇▇▇▇▇▇ Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and registered with the RCS under number RCS Luxembourg B149.959; | |
Intelsat Operations S.A., a société anonyme under the laws of Luxembourg having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and registered with the RCS under number RCS Luxembourg B156.669; | |
Intelsat Align S.à ▇.▇., a société a responsabilité limitée under the laws of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and being registered with the RCS under number RCS Luxembourg B174.892. | |
Signature Page - Agreement for the Adherence to and Amendment of
the Claims 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 ▇▇▇▇▇▇▇ Holdings S.A. |
By: _/s/Jacques Kerrest________________ |
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Title: Director |
Intelsat Operations S.A. |
By: _/s/Jacques Kerrest________________ |
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Title: Director |
Intelsat Align S.à ▇.▇. |
By: _/s/▇▇▇▇▇ ▇▇▇▇ __________________ |
Name: ▇▇▇▇▇ ▇▇▇▇ |
Title: Manager |
Signature Page - Agreement for the Adherence to and Amendment of
the Claims 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, as Collateral Trustee |
By: _/s/ ▇▇▇▇▇▇ ▇. James______________ |
Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
Title:Vice President |
Signature Page - Agreement for the Adherence to and Amendment of
the Claims 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.
Intelsat Connect Finance S.A. |
By: _/s/Jacques Kerrest________________ |
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Title: Director |
FOR ACKNOWLEDGEMENT AND ACCEPTANCE
The Existing Debtors |
By: _/s/▇▇▇▇▇▇▇ Spengler______________ |
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Title: Director |
Intelsat Investment Holdings S.à ▇.▇. |
By: _/s/Jacques Kerrest________________ |
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Title: Manager |
Intelsat Holdings S.A. |
By: _/s/Jacques Kerrest________________ |
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Title: Director |
Signature Page - Agreement for the Adherence to and Amendment of
the Claims Pledge Agreement
Intelsat Investments S.A. |
By: _/s/▇▇▇▇▇ Russ________________ |
Name: ▇▇▇▇▇ ▇▇▇▇ |
Title: Directors |
Intelsat (Luxembourg) S.A. |
By: _/s/Jacques Kerrest____________ |
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Title: Director |
Intelsat ▇▇▇▇▇▇▇ Holdings S.A. |
By: _/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ __________ |
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Title: Director |
Intelsat Operations S.A. |
By: _/s/▇▇▇▇▇ ▇▇▇▇ ______________ |
Name: ▇▇▇▇▇ ▇▇▇▇ |
Title: Director |
Intelsat Align S.à ▇.▇. |
By: _/s/▇▇▇▇▇ Russ______________ |
Name: ▇▇▇▇▇ ▇▇▇▇ |
Title: Manager |