GOVERNANCE AGREEMENT BY AND AMONG INTELSAT S.A., THE BC INVESTOR, THE SILVER LAKE INVESTOR AND THE ADDITIONAL SHAREHOLDER April 23, 2013Governance Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
This GOVERNANCE AGREEMENT (this “Agreement”), dated as of April 23, 2013, by and among Intelsat S.A., a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”); the shareholder of the Company listed on Schedule A hereto (the “BC Investor”); the shareholder of the Company listed on Schedule B hereto (the “Silver Lake Investor”); and the shareholder of the Company listed on Schedule C hereto (the “Additional Shareholder” and, together with the BC Investor and the Silver Lake Investor, the “Shareholders”).
AMENDMENT NO. 2 AND JOINDER AGREEMENT, dated as of November 27, 2013 (this “Agreement”), among INTELSAT (LUXEMBOURG) S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of...Credit Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
CREDIT AGREEMENT, dated as of January 12, 2011 (as amended by the Amendment and Joinder Agreement, dated as of October 3, 2012, as further amended by Amendment No. 2 and Joinder Agreement dated as of November 27, 2013, and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among INTELSAT (LUXEMBOURG) S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg trade and companies’ register under number B149.942 (“Holdings”), INTELSAT JACKSON HOLDINGS S.A., a public limited liability company (société anonyme) existing as société anonyme under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg trade and companies’ register under number B149.959 (the “Borrower”)
AMENDMENT NO. 3 TO MANAGEMENT SHAREHOLDERS AGREEMENTManagement Shareholders Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
This Amendment No. 3 to the Management Shareholders Agreement (this “Amendment”) is made as of April 23, 2013, by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”), Serafina S.A., SLP III Investment Holding S.à r.l. (together with Serafina S.A., the “Sponsor Shareholders”) and the Management Shareholders party hereto, for the purpose of amending the Management Shareholders Agreement (as amended from time to time, the “Initial Agreement”), dated as of May 6, 2009 and effective as of February 4, 2008.
ContractEighth Supplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of June 28, 2013, among INTELSAT FINANCE BERMUDA LTD., an exempted limited company organized under the laws of Bermuda (the “New Guarantor”), an indirect Subsidiary of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of June 28, 2013, among INTELSAT FINANCE BERMUDA LTD., an exempted limited company organized under the laws of Bermuda (the “New Guarantor”), an indirect Subsidiary of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”), dated as of June 28, 2013, among INTELSAT FINANCE BERMUDA LTD., an exempted limited company organized under the laws of Bermuda (the “New Guarantor”), an indirect Subsidiary of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractThe Monitoring Fee Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
THIS THIRD AMENDMENT TO THE MONITORING FEE AGREEMENT (as hereinafter defined) is dated as of April 23, 2013 (this “Amendment”) and is by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme (“Intelsat S.A.”), BC Partners Limited (“BC Partners”) and Silver Lake Management Company III, L.L.C. (“Silver Lake”) (each of Silver Lake and BC Partners, a “Sponsor” and, collectively, the “Sponsors”). Unless expressly stated otherwise herein, all capitalized terms shall have the meanings set forth in the Monitoring Fee Agreement.
ContractThe Monitoring Fee Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
THIS SECOND AMENDMENT TO THE MONITORING FEE AGREEMENT (as hereinafter defined) is dated as of April 23, 2013 (this “Amendment”) and is by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme (“Intelsat S.A.”), Intelsat (Luxembourg) S.A. (f/k/a Intelsat (Bermuda), Ltd.), a Luxembourg société anonyme (“Intelsat Luxembourg”), BC Partners Limited (“BC Partners”) and Silver Lake Management Company III, L.L.C. (“Silver Lake”) (each of Silver Lake and BC Partners, a “Sponsor” and, collectively, the “Sponsors”).
ContractEighth Supplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”) dated as of May 20, 2013, by and between INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractFirst Supplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 28, 2013, among INTELSAT FINANCE BERMUDA LTD., an exempted limited company organized under the laws of Bermuda (the “New Guarantor”), an indirect Subsidiary of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractFirst Supplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of May 20, 2013, among INTELSAT S.A. (f/k/a Intelsat Global Holdings S.A.), a société anonyme existing under the laws of Luxembourg, INTELSAT INVESTMENT HOLDINGS S.À.R.L., a société à responsibilité limitée organized under the laws of Luxembourg, INTELSAT HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg, each an indirect Parent of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), (together, the “New Guarantors”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractFirst Supplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of May 20, 2013, among INTELSAT S.A. (f/k/a Intelsat Global Holdings S.A.), a société anonyme existing under the laws of Luxembourg, INTELSAT INVESTMENT HOLDINGS S.À.R.L., a société à responsibilité limitée organized under the laws of Luxembourg, INTELSAT HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg, each an indirect Parent of INTELSAT (LUXEMBOURG) S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), (together, the “New Guarantors”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractFourth Supplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of May 20, 2013, among INTELSAT S.A. (f/k/a Intelsat Global Holdings S.A.), a société anonyme existing under the laws of Luxembourg, INTELSAT INVESTMENT HOLDINGS S.À.R.L., a société à responsibilité limitée organized under the laws of Luxembourg, INTELSAT HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg, each an indirect Parent of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), (together, the “New Guarantors”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractSeventh Supplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of May 20, 2013, among INTELSAT S.A. (f/k/a Intelsat Global Holdings S.A.), a société anonyme existing under the laws of Luxembourg, INTELSAT INVESTMENT HOLDINGS S.À.R.L., a société à responsibilité limitée organized under the laws of Luxembourg, INTELSAT HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg, each an indirect Parent of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), (together, the “New Guarantors”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”) dated as of May 20, 2013, among INTELSAT S.A. (f/k/a Intelsat Global Holdings S.A.), a société anonyme existing under the laws of Luxembourg, INTELSAT INVESTMENT HOLDINGS S.À.R.L., a société à responsibilité limitée organized under the laws of Luxembourg, INTELSAT HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg, each an indirect Parent of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg (the “Issuer”), (together, the “New Guarantors”), the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
