AGREEMENT FOR THE ADHERENCE BY INTELSAT ALIGN S.ÀR.L. TO THE LUXEMBOURG SHARES AND BENEFICIARY CERTIFICATES PLEDGE AGREEMENT DATED 12 JANUARY 2011 AND FOR THE AMENDMENT OF THE PLEDGE AGREEMENT
Exhibit 10.85
FOR THE ADHERENCE BY
INTELSAT ALIGN S.ÀR.L.
TO THE
LUXEMBOURG SHARES AND BENEFICIARY CERTIFICATES PLEDGE
DATED 12 JANUARY 2011
AND
FOR THE AMENDMENT OF THE PLEDGE AGREEMENT
31 January 2013
This Agreement for the Adherence by Intelsat Align S.àr.l. to the Luxembourg Shares and Beneficiary Certificates Pledge Agreement dated 12 January 2011 (as amended from time to time) and for the Amendment of the Pledge Agreement, dated 31 January 2013 (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”); |
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 shares and beneficiary certificates pledge agreement has been entered into on 12 January 2011 by inter alia the Pledgors and the Pledgee in the presence of the Companies (each as defined therein) (as amended from time to time, the “Pledge Agreement”). |
| (C) | It is intended that with effect on or about 30 April 2013 Gibco will be liquidated (the “Liquidation”), so that with effect from the Liquidation Gibco will no longer be a Party to the Pledge Agreement. |
| (D) | It is intended that with effect on or about 31 May 2013, Lux Investment will be absorbed by Xxxxxxx and cease to exist (the “Merger”) so that with effect from the Merger, Lux Investment will no longer be a Party to the Pledge Agreement. |
| (E) | Intelsat Align is the wholly-owned subsidiary of Xxxxxxx and all shares in issue in Intelsat Align are held by Xxxxxxx (the “New Shares”). The New Shares shall be pledged by Xxxxxxx to the Pledgee pursuant to the Pledge Agreement and therefore the Pledge Agreement shall be amended as set forth herein and Intelsat Align shall become a party thereto as “Company”. Xxxxxxx in its capacity as sole shareholder of Intelsat Align, wishes Intelsat Align to adhere to the Pledge Agreement in order to inter alia pledge all New Shares it holds in Intelsat Align under such terms and conditions as set forth in the Pledge Agreement, and the Pledgors expressly acknowledge and the Pledgee agrees to such adherence. |
NOW THEREFORE IT IS AGREED as follows:
Clause 1. DEFINITIONS AND INTERPRETATION
| 1.1. | 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: |
| Gibco |
Means Intelsat (Gibraltar) Limited, a private limited liability company incorporated under the laws of Gibraltar having its registered office at Xxxxx 0 Xxxxx Xxxxx, 00 Xxxx Xxxxx, Xxxxxxxxx, registered with the Gibraltar Trade and Companies Register under number 96556; | |
| Intelsat Align |
Means Intelsat Align S.àr.l., 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 (pending) | |
| Xxxxxxx or the Borrower |
Means 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; | |
| Lux Investment |
Means Intelsat Luxembourg Investment S.àr.l., 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 B 169.491; | |
| RCS |
Means the Registre de Commerce et des Sociétés of Luxembourg; | |
| 1.2. | The recitals and Schedules to this Agreement form an integral part thereof. |
| 1.3. | 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. |
Clause 2. ADHERENCE, PLEDGE ON NEW SHARES
| 2.1. | Intelsat Align hereby becomes a party to the Pledge Agreement as “Company”. |
| 2.2. | Xxxxxxx, in its capacity as sole shareholder of Intelsat Align and as a Pledgor under the Pledge Agreement, pledges, and confirms the pledge, on all New Shares as Pledged Shares and all Related Assets relating thereto pursuant to the terms and conditions of the Pledge Agreement and the Pledgee acknowledges and accepts. |
| 2.3. | Intelsat Align hereby acknowledges the Pledge over the New Shares and Related Assets, and undertakes to deliver a copy of its share register showing the inscription of the Pledge (in conformity with schedule 3 of the Pledge Agreement) on the New Shares to the Pledgee. |
Clause 3. AMENDMENT OF THE PLEDGE AGREEMENT
The parties hereto agree that the Pledge Agreement shall be amended so that (i) the list of Pledgors, (ii) the list of Companies and (iii) the list of shares and beneficiary certificates issued are updated and consequentially schedule 1 thereto is amended and replaced by Schedule 1 of this Agreement, schedule 2 thereto is amended and replaced by Schedule 2 of this Agreement, and schedule 4 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 to 19 of the Pledge Agreement are included by way of reference into the present Agreement.
Clause 5. 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.
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) |
Until the Liquidation, Intelsat (Gibraltar) Limited, a company established and having its registered office at Xxxxx 0 Xxxxx Xxxxx, 00 Xxxx Xxxxx, Xxxxxxxxx, registered number 96556; | |
| (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) |
Until the effectiveness of the Merger, Intelsat Luxembourg Investment S.àr.l., 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 B 169.491; | |
| (4) |
Intelsat Align S.àr.l., 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 (pending). | |
Signature Page – Agreement for the Adherence to and Amendment of 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/ Xxxx-Xxxxxxx Bachabi | |
| Name: Xxxx-Xxxxxxx Bachabi | ||
| Title: Chief Executive Officer | ||
Intelsat Xxxxxxx Holdings S.A.
| By: | /s/ Simon Van De Weg | |
| Name: Simon Van De Weg | ||
| Title: Secretary | ||
Executed as a deed by
Intelsat (Gibraltar) Limited
And signed by 2 Directors
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Director | ||
| By: | /s/ Simon Van De Weg | |
| Name: Simon Van De Weg | ||
| Title: Director | ||
Intelsat Corporation
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Executive Vice President and General Counsel | ||
Signature Page – Agreement for the Adherence to and Amendment of 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, as Pledgee
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Assistant Vice President | ||
Signature Page – Agreement for the Adherence to and Amendment of 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.
Intelsat Align S.à x.x. (as a new Company) acknowledges and expressly accepts, and each of the Companies (other than Intelsat Align S.à x.x.) hereby confirms its acknowledgment and acceptance of, (i) the security interest constituted by the Pledge Agreement, (ii) the terms of clause 2.2 of the Pledge Agreement and (iii) the directions contained in clauses 3.2.1 and 3.2.2 of the Pledge Agreement. Intelsat Align S.à x.x. (as a new Company) confirms and each of the Companies (other than Intelsat Align S.à x.x.) re-confirms (i) that it will provide the required assistance in respect of the perfection of the Pledge to the extent required under the Agreement and requested by the Pledgee and (ii) that upon the occurrence of a Triggering Event that is continuing, it shall perform as directed by the Pledgee to the extent required under the Pledge Agreement.
The Companies:
Intelsat Luxembourg Investment S.à x.x.
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Manager | ||
Intelsat Xxxxxxx Holdings S.A.
| By: | /s/ Simon Van De Weg | |
| Name: Simon Van De Weg | ||
| Title: Secretary | ||
Intelsat Operations S.A.
| By: | /s/ Simon Van De Weg | |
| Name: Simon Van De Weg | ||
| Title: Secretary | ||
Intelsat Align S.à x.x.
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Manager | ||
