FORM OF EXCHANGE AGENT AND DEPOSITARY AGREEMENTExchange Agent and Depositary Agreement • November 24th, 2009 • Intelsat (Bermuda), Ltd. • Communications services, nec • New York
This Exchange Agent and Depositary Agreement (this “Agreement”) is entered into as of this day of , 2009 by and between Intelsat (Bermuda), Ltd., a company organized under the laws of Bermuda (the “Company”), and Wells Fargo Bank, N.A., a national banking association having a corporate trust office in Minneapolis, Minnesota (hereinafter referred to from time to time as “Wells Fargo”).
e-mail: adfagundo@applebyglobal.com Intelsat (Bermuda), Ltd. Wellesley House North, 2nd Floor 90 Pitts Bay Road Pembroke HM 08 Bermuda direct dial: Tel 441 298 3549 Fax 441 298 3461 your ref: appleby ref: ADF/jt/129725.11Opinion Letter • November 24th, 2009 • Intelsat (Bermuda), Ltd. • Communications services, nec
The Issuer has requested that we provide this opinion in connection with the registration of up to US$2,805,000,000 in aggregate principal amount of its 11 1/4% Senior Notes due 2017 and up to US$2,149,991,000 in aggregate principal amount of its 11 1/2%/12 1/2% Senior PIK Election Notes due 2017 (collectively, the “New Notes”), and the guarantees related thereto (the “New Guarantees”) of the Bermuda Guarantor, such New Notes to be issued in exchange for an equal principal amount of the Issuer’s outstanding 11 1/4% Senior Notes due 2017 and 11 1/2%/12 1/2% Senior PIK Election Notes due 2017 (collectively, the “Existing Notes”) pursuant to the terms of the Indenture, the Registration Rights Agreement, the Offering Memorandum and the Registration Statement.
