UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2012
Intelsat S.A.
(Exact name of registrant as specified in its charter)
| Luxembourg | 000-50262 | 98-0346003 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
|
4 rue Albert Borschette Luxembourg Grand-Duchy of Luxembourg |
L-1246 | |||
| (Address of principal executive offices) | (Zip Code) | |||
+(352) 27 84 1600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the reorganization transactions described below under Item 8.01 (Other Events), on March 30, 2012, all of the shareholder and equity agreements, as well as the employment letter agreements of two named executive officers, of Intelsat Global S.A. (“Intelsat Global”), the ultimate parent company of Intelsat S.A., were amended to provide that all obligations, liabilities, rights, title and interest thereunder were assigned by Intelsat Global to Intelsat Global Holdings S.A. (“Intelsat Global Holdings”), and that Intelsat Global Holdings assumed such assignment. These agreements (together, the “Assigned Agreements”) are as follows:
| • |
Management Shareholders Agreement (entered into on May 6, 2009 and effective as of February 4, 2008) and the letter agreements related thereto. In particular, Intelsat Global and Intelsat Global Holdings entered into Amendment No. 2 to the Management Shareholders Agreement with the other parties thereto; |
| • |
Amended and Restated Intelsat Global 2008 Share Incentive Plan (the “Equity Plan”), and all Grant Agreements (as defined in the Equity Plan) thereunder; |
| • |
Intelsat Global Unallocated Bonus Plan (collectively with the individual side letters related thereto); and |
| • |
Employment letter agreements, dated as of May 8, 2009, by and between Intelsat Global and each of Stephen Spengler and Thierry Guillemin. |
In addition, the employment agreements with David McGlade, Michael McDonnell and Phillip Spector (the “Executive Employment Agreements”) were modified as of March 30, 2012 so that their positions would be at Intelsat Global Holdings.
The foregoing description of the amendments to the Assigned Agreements and the modifications to the Executive Employment Agreements is not complete and is qualified in its entirety by reference to such amendments and modifications, copies of which are attached as Exhibits 10.1 through 10.11 and incorporated by reference herein.
| Item 8.01. | Other Events. |
On March 30, 2012, Intelsat Global and certain of its subsidiaries engaged in a series of transactions (the “reorganization transactions”) that resulted in Intelsat Global Holdings, a new holding company, acquiring all of the outstanding shares of Intelsat Global. As a result, Intelsat Global, which was previously owned by BC Partners, Silver Lake, certain other equity sponsors and members of management and certain designated employees, became a wholly owned subsidiary of Intelsat Global Holdings, and all of Intelsat Global Holdings’ equity is now beneficially owned by BC Partners and its affiliates, Silver Lake and its affiliates, certain other equity sponsors and members of management and certain designated employees in the same proportions as such entities’ and individuals’ former ownership in Intelsat Global.
| Item 9.01. | Financial Statements and Exhibits. |
|
Exhibit No. |
Document Description |
|
| 10.1 | Amendment No. 2 to the Management Shareholders Agreement, dated as of March 30, 2012, by and among Intelsat Global S.A., Intelsat Global Holdings S.A. and the other parties thereto. | |
| 10.2 | Letter Agreement, dated March 30, 2012, among Intelsat Global S.A., Intelsat Global Holdings S.A., David McGlade and the other parties thereto regarding the Management Shareholders Agreement | |
| 10.3 | Letter Agreement, dated March 30, 2012, among Intelsat Global S.A., Intelsat Global Holdings S.A., Michael McDonnell and the other parties thereto regarding the Management Shareholders Agreement | |
| 10.4 | Letter Agreement, dated March 30, 2012, among Intelsat Global S.A., Intelsat Global Holdings S.A., Phillip Spector and the other party thereto regarding the Management Shareholders Agreement | |
| 10.5 | Amendment No. 1 to the Amended and Restated Intelsat Global, Ltd. 2008 Share Incentive Plan and all Grant Agreements thereunder | |
| 10.6 | Amendment No. 1 to the Intelsat Global, Ltd. Unallocated Bonus Plan (collectively with the individual side letters related thereto) | |
| 10.7 | Modification Agreement, dated as of March 30, 2012, to the Employment Agreement, dated as of December 29, 2008, by and among David McGlade, Intelsat Global S.A. and Intelsat S.A. (together with the Assignment and Modification Agreement, dated as of December 21, 2009, by and between Intelsat Management LLC, Intelsat Global S.A. and Intelsat S.A.) | |
| 10.8 | Modification Agreement, dated as of March 30, 2012, to the Employment Agreement, dated as of May 6, 2009, by and among Michael McDonnell, Intelsat Global S.A. and Intelsat S.A. (together with the Assignment and Modification Agreement, dated as of December 21, 2009, by and between Intelsat Management LLC, Intelsat Global S.A. and Intelsat S.A.) | |
| 10.9 | Modification Agreement, dated as of March 30, 2012, to the Employment Agreement, dated as of May 6, 2009, by and among Phillip L. Spector, Intelsat Global S.A. and Intelsat S.A. (together with the Assignment and Modification Agreement, dated as of December 21, 2009, by and between Intelsat Management LLC, Intelsat Global S.A. and Intelsat S.A.) | |
| 10.10 | Amendment, dated as of March 30, 2012, to the employment letter agreement, dated as of May 8, 2009, by and between Intelsat Global and Stephen Spengler | |
| 10.11 | Amendment, dated as of March 30, 2012, to the employment letter agreement, dated as of May 8, 2009, by and between Intelsat Global and Thierry Guillemin | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTELSAT S.A. | ||||||
|
Date: April 5, 2012 |
By: |
/s/ Michael McDonnell |
||||
| Name: | Michael McDonnell | |||||
| Title: | Executive Vice President & Chief Financial Officer | |||||
EXHIBIT INDEX
|
Exhibit No. |
Document Description |
|
| 10.1 | Amendment No. 2 to the Management Shareholders Agreement, dated as of March 30, 2012, by and among Intelsat Global S.A., Intelsat Global Holdings S.A. and the other parties thereto. | |
| 10.2 | Letter Agreement, dated March 30, 2012, among Intelsat Global S.A., Intelsat Global Holdings S.A., David McGlade and the other parties thereto regarding the Management Shareholders Agreement | |
| 10.3 | Letter Agreement, dated March 30, 2012, among Intelsat Global S.A., Intelsat Global Holdings S.A., Michael McDonnell and the other parties thereto regarding the Management Shareholders Agreement | |
| 10.4 | Letter Agreement, dated March 30, 2012, among Intelsat Global S.A., Intelsat Global Holdings S.A., Phillip Spector and the other party thereto regarding the Management Shareholders Agreement | |
| 10.5 | Amendment No. 1 to the Amended and Restated Intelsat Global, Ltd. 2008 Share Incentive Plan and all Grant Agreements thereunder | |
| 10.6 | Amendment No. 1 to the Intelsat Global, Ltd. Unallocated Bonus Plan (collectively with the individual side letters related thereto) | |
| 10.7 | Modification Agreement, dated as of March 30, 2012, to the Employment Agreement, dated as of December 29, 2008, by and among David McGlade, Intelsat Global S.A. and Intelsat S.A. (together with the Assignment and Modification Agreement, dated as of December 21, 2009, by and between Intelsat Management LLC, Intelsat Global S.A. and Intelsat S.A.) | |
| 10.8 | Modification Agreement, dated as of March 30, 2012, to the Employment Agreement, dated as of May 6, 2009, by and among Michael McDonnell, Intelsat Global S.A. and Intelsat S.A. (together with the Assignment and Modification Agreement, dated as of December 21, 2009, by and between Intelsat Management LLC, Intelsat Global S.A. and Intelsat S.A.) | |
| 10.9 | Modification Agreement, dated as of March 30, 2012, to the Employment Agreement, dated as of May 6, 2009, by and among Phillip L. Spector, Intelsat Global S.A. and Intelsat S.A. (together with the Assignment and Modification Agreement, dated as of December 21, 2009, by and between Intelsat Management LLC, Intelsat Global S.A. and Intelsat S.A.) | |
| 10.10 | Amendment, dated as of March 30, 2012, to the employment letter agreement, dated as of May 8, 2009, by and between Intelsat Global and Stephen Spengler | |
| 10.11 | Amendment, dated as of March 30, 2012, to the employment letter agreement, dated as of May 8, 2009, by and between Intelsat Global and Thierry Guillemin | |
Exhibit 10.1
AMENDMENT NO. 2 TO
MANAGEMENT SHAREHOLDERS AGREEMENT AND ASSIGNMENT
This Amendment No. 2 to the Management Shareholders Agreement (this “ Amendment ”) is made as of March 30, 2012, 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, by and among Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.), a Luxembourg société anonyme , RCS Luxembourg B149927 (“ Intelsat Global ”), the Affiliates of the BC Investor (as defined below) signatory hereto (the “ Former BC Shareholders ”), the Affiliates of Silver Lake (as defined below) signatory hereto (the “ Former Silver Lake Shareholders ”) and the Management Shareholders (as defined in the Initial Agreement).
R E C I T A L S
WHEREAS, prior to, or concurrently with entering into, this Amendment, (i) the Former BC Shareholders and the shareholder set forth on Schedule A hereto (the “ BC Investor ”) have entered into, or are entering into, that certain contribution agreement, pursuant to which the Former BC Shareholders are contributing all of their common shares of Intelsat Global to the BC Investor, and (ii) the Former Silver Lake Shareholders and the shareholder set forth on Schedule B hereto (“ Silver Lake ” and, together with the BC Investor, the “ Sponsor Shareholders ” and, together with the Management Shareholders, the “ Shareholders ”) have entered into, or are entering into, that certain contribution agreement, pursuant to which the Former Silver Lake Shareholders are contributing all of their common shares of Intelsat Global to Silver Lake (collectively, the “ Contributions ”);
WHEREAS, prior to the date of this Amendment, (i) Intelsat Global has formed Intelsat Global Holdings S.A., a Luxembourg société anonyme , (“ Intelsat Global Holdings ”), as a wholly-owned subsidiary of Intelsat Global and (ii) Intelsat Global Holdings has formed a new intermediate holding company, Intelsat Investment Holdings S.àr.l., to hold all of the outstanding shares of Intelsat Global Holdings’ subsidiaries;
WHEREAS, concurrently with the entry into this Amendment, Intelsat Global Holdings and all of the shareholders of Intelsat Global (including the Shareholders) are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”);
WHEREAS, immediately following the Transaction, the Shareholders will hold such number of common shares of Intelsat Global Holdings equal to the number of common shares of Intelsat Global immediately prior to the Transactions and will not directly own any common shares of Intelsat Global;
WHEREAS, In connection with the Transaction, Intelsat Global, Intelsat Global Holdings and the Sponsor Shareholders wish to amend the Initial Agreement to provide for the assignment of the Initial Agreement from Intelsat Global to Intelsat Global Holdings;
WHEREAS, Section 15(g) of the Initial Agreement permits the Board of Directors of Intelsat Global (the “ Board ”) to take all actions determined by the Board to be necessary and appropriate in connection with the consummation of a Reorganization (as defined in the Initial Agreement);
WHEREAS, the Transactions constitute a Reorganization for purposes of the Initial Agreement;
WHEREAS, the Board and the Board of Directors of Intelsat Global Holdings have each determined that it is necessary and appropriate in connection with the consummation of the Transactions to make certain amendments to the Initial Agreement; and
WHEREAS, the Sponsor Shareholders and the Management Shareholders signatory hereto who, as of the Amendment Effective Date (as defined below), hold fifty percent (50%) or more of the Restricted Shares (as defined in the Initial Agreement) (including Restricted Shares issuable upon the exercise of rights to acquire shares of Common Stock of Intelsat Global Holdings) (the “ Consenting Management Shareholders ”) have approved the amendments set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, and in consideration of the promises and covenants set forth herein, by resolution of the Board and the agreement of the parties hereto, the Initial Agreement is amended as of the Amendment Effective Date as follows:
A G R E E M E N T
1. Defined Terms . Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings given them in the Initial Agreement (for the avoidance of doubt, as applicable, as amended by this Amendment).
2. Assignment and Assumption to Intelsat Global Holdings .
2.1 Assignment of Initial Agreement . Effective as of the Amendment Effective Date, Intelsat Global agrees to transfer, convey and assign to Intelsat Global Holdings all of Intelsat Global’s obligations, liabilities, rights, title and interest in the Initial Agreement, as amended hereby.
2.2 Assumption of Obligations . Effective as of the Amendment Effective Date, Intelsat Global Holdings hereby assumes and agrees (a) to accept the transfer, conveyance and assignment of the Initial Agreement, as amended hereby, and (b) to become a party to the Initial Agreement, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of Intelsat Global with respect to the Initial Agreement, as amended hereby.
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2.3 Release of Intelsat Global . Effective as of the Amendment Effective Date, Intelsat Global Holdings and each of the Shareholders hereby releases Intelsat Global from any obligations and liabilities relating to the Initial Agreement, as amended hereby.
3. Assignment and Assumption to the Sponsor Shareholders .
3.1 Assignment of Initial Agreement . Effective as of the Amendment Effective Date, (a) each of the Former BC Shareholders hereby transfers, conveys and assigns to the BC Investor all of such Former BC Shareholder’s obligations, liabilities, rights, title and interest in the Initial Agreement, as amended hereby, and (b) each of the Former Silver Lake Shareholders hereby transfers, conveys and assigns to Silver Lake all of the Former Silver Lake Shareholders’ obligations, liabilities, rights, title and interest in the Initial Agreement, as amended hereby.
3.2 Assumption of Obligations . Effective as of the Amendment Effective Date, (a) the BC Investor hereby assumes and agrees (i) to accept the transfer, conveyance and assignment of the Initial Agreement, as amended hereby, and (ii) to become a party to the Initial Agreement, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of the Former BC Shareholders with respect to the Initial Agreement, as amended hereby, and (b) Silver Lake hereby assumes and agrees (i) to accept the transfer, conveyance and assignment of the Initial Agreement, as amended hereby, and (ii) to become a party to the Initial Agreement, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of the Former Silver Lake Shareholders with respect to the Initial Agreement, as amended hereby.
3.3 Release . Intelsat Global Holdings and each of the Shareholders hereby consent to the assignments and assumptions described in Sections 3.1 and 3.2, and Intelsat Global Holdings and each of the Shareholders hereby release the Former BC Shareholders and the Former Silver Lake Shareholders respectively from any obligations and liabilities relating to the Initial Agreement, as amended hereby other than with respect to any breaches, on or prior to the date of this Amendment, of any of their respective representations, warranties, covenants or agreements set forth therein.
4. Waiver of Tag-Along Rights .
The Management Shareholders hereby waive any and all rights granted to the Management Shareholders under Section 4 of the Initial Agreement (“Tag-Along Rights”) that may arise solely as a result of the Contributions and the Transaction.
5. Amendment to Initial Agreement .
Upon the occurrence of the Amendment Effective Date, the following amendments are hereby made to the Initial Agreement, with full force and effect as of the Amendment Effective Date:
5.1 References to Intelsat Global, Ltd. and the “Company” . All references to “Intelsat Global, Ltd.” are hereby replaced with “Intelsat Global Holdings S.A.” Furthermore, the defined term “the Company” shall be deemed to refer to Intelsat Global Holdings, as its legal name may be changed from time to time.
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5.2 References to BC Investors . All references to “BC Investors” are hereby replaced with “BC Investor.”
6. Condition to Amendment . The effectiveness of this Amendment is subject to the consummation of the Transaction (such time and date of consummation, the “ Amendment Effective Date ”).
7. Miscellaneous .
7.1 Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
7.2 Counterparts . This Amendment may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
7.3 Severability . In the event that any part or parts of this Amendment shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Amendment which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
7.4 Successors and Assigns . This Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
7.5 Submission to Jurisdiction; Waiver of Jury Trial . EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
7.6 Specific Performance . Intelsat Global, Intelsat Global Holdings and the Shareholders hereby acknowledge and agree that it is impossible to measure in money the damages which will accrue to the parties hereto by reason of the failure of any party hereto to
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perform any of its obligations set forth in this Amendment and that, in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law. Any such party shall, therefore, be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond and if any action should be brought in equity to enforce any of the provisions of this Amendment, none of the parties hereto shall raise the defense that there is an adequate remedy at law.
7.7 Miscellaneous . Except as expressly amended hereby, the Initial Agreement shall in all respects continue in full force and effect and the parties ratify and confirm that they continue to be bound by the terms and conditions thereof.
[ Remainder of the page left intentionally blank. ]
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* * * * *
I hereby certify that this Amendment was adopted by the Board of Directors of Intelsat Global S.A. on August 25, 2011.
Executed on this 30 day of March, 2012.
|
/s/ Phillip Spector |
| By: Phillip L. Spector |
|
Title: Executive Vice President and General Counsel |
* * * * *
I hereby certify that this Amendment was adopted by the Board of Directors of Intelsat Global Holdings S.A. on August 25, 2011.
Executed on this 30 day of March, 2012.
|
/s/ Phillip Spector |
| By: Phillip L. Spector |
|
Title: Executive Vice President and General Counsel |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| INTELSAT GLOBAL S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: Phillip L. Spector | ||
| Title: Executive Vice President and | ||
| General Counsel | ||
| INTELSAT GLOBAL HOLDINGS S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: Phillip L. Spector | ||
| Title: Executive Vice President and | ||
| General Counsel | ||
| SPONSOR SHAREHOLDERS: | ||
| SERAFINA S.A. | ||
| By: |
/s/ Pierre Stemper |
|
| Name: Pierre Stemper | ||
| Title: Director | ||
|
SLP III INVESTMENT HOLDING S.ÀR.L. |
||||||||
| By: | /s/ Seda Yalcinkaya | /s/ Wolfgang Zettel | ||||||
|
Name: Seda Yalcinkaya Title: Manager |
Name: Wolfgang Zettel Title: Manager |
|||||||
| FORMER BC SHAREHOLDERS: | ||
|
For and on behalf of the Limited Partnerships comprising BC EUROPEAN CAPITAL VIII – 1 to 12 and 14 to 34: |
||
| By: |
/s/ Matthew Elston |
|
| Name: Matthew Elston | ||
| Title: Director | ||
| By: |
/s/ |
|
| Name: | ||
| Title: | ||
|
For and on behalf of BC EUROPEAN CAPITAL 35 SC: |
||
| By: |
/s/ Matthew Elston |
|
| Name: Matthew Elston | ||
| Title: Director | ||
|
For and on behalf of BC EUROPEAN CAPITAL 36 SC: |
||
| By: |
/s/ Matthew Elston |
|
| Name: Matthew Elston | ||
| Title: Director | ||
|
For and on behalf of BC EUROPEAN CAPITAL 37 SC: |
||
| By: |
/s/ Matthew Elston |
|
| Name: Matthew Elston | ||
| Title: Director | ||
|
For and on behalf of BC EUROPEAN CAPITAL 38 SC: |
||
| By: |
/s/ Matthew Elston |
|
| Name: Matthew Elston | ||
| Title: Director | ||
| For and on behalf of | ||
| BC EUROPEAN CAPITAL 39 SC: | ||
| By: |
/s/ Matthew Elston |
|
| Name: Matthew Elston | ||
| Title: Director | ||
|
For and on behalf of BC EUROPEAN CAPITAL – INTELSAT SYNDICATION L.P. |
||
| By: |
/s/ Matthew Elston |
|
| Name: Matthew Elston | ||
| Title: Director | ||
| By: |
/s/ |
|
| Name: | ||
| Title: | ||
| For and on behalf of | ||
| BC EUROPEAN CAPITAL – INTELSAT CO-INVESTMENT | ||
| By: |
/s/ Matthew Elston |
|
| Name: Matthew Elston | ||
| Title: Director | ||
| By: |
/s/ |
|
| Name: | ||
| Title: | ||
|
For and on behalf of BC EUROPEAN CAPITAL – INTELSAT CO-INVESTMENT 1 |
||
| By: |
/s/ Matthew Elston |
|
| Name: Matthew Elston | ||
| Title: Director | ||
| By: |
/s/ |
|
| Name: | ||
| Title: | ||
| FORMER SILVER LAKE SHAREHOLDERS: | ||
| SILVER LAKE PARTNERS III, L.P. | ||
| By: | Silver Lake Technology Associates III, L.P., | |
| its general partner | ||
| By: | SLTA III (GP), L.L.C., | |
| its general partner | ||
| By: | Silver Lake Group, L.L.C., | |
| its managing member | ||
| By: |
/s/ Karen M. King |
|
| Name: Karen M. King | ||
| Title: Managing Director and Chief Legal Officer | ||
| SILVER LAKE TECHNOLOGY INVESTORS III, L.P. | ||
| By: | Silver Lake Technology Associates III, L.P., | |
| its general partner | ||
| By: | SLTA III (GP), L.L.C., | |
| its general partner | ||
| By: | Silver Lake Group, L.L.C., | |
| its managing member | ||
| By: |
/s/ Karen M. King |
|
| Name: Karen M. King | ||
| Title: Managing Director and Chief Legal Officer | ||
MANAGEMENT SHAREHOLDERS:
|
/s/ David McGlade |
|
David McGlade |
|
Residence Address: |
|
As set forth on the register of shareholders of Intelsat Global Holdings. |
|
/s/ Michael McDonnell |
|
Michael McDonnell |
|
Residence Address: |
|
As set forth on the register of shareholders of Intelsat Global Holdings. |
|
/s/ Phillip L. Spector |
|
Phillip L. Spector |
|
Residence Address: |
|
As set forth on the register of shareholders of Intelsat Global Holdings. |
Exhibit 10.2
Intelsat Global S.A.
RCS Luxembourg B149927
Intelsat Global Holdings S.A.
RCS Luxembourg B162135
4, rue Albert Borschette
L-1246 Luxembourg
March 30, 2011
David McGlade
[Address]
Dear Mr. McGlade:
Reference is made to (i) that certain Management Shareholders Agreement (as amended from time to time, the “ Management Shareholders Agreement ”) of Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.) (“ Intelsat Global ”), effective as of February 4, 2008, by and among Intelsat Global, the Sponsor Shareholders (as defined in the Management Shareholders Agreement) and each of the individual shareholders who become parties thereto from time to time and (ii) that certain letter agreement, dated May 6, 2009 (as amended, modified or supplemented, the “ Letter Agreement ”), by and between Intelsat Global and you and your affiliated trusts set forth on the signature pages hereto (collectively, the “ Trusts ”). Capitalized terms used and not otherwise defined in this letter agreement (this “ Amendment ”) shall have the respective meanings given them in the Management Shareholders Agreement.
Prior to, or concurrently with the entry into this Amendment, Intelsat Global Holdings S.A., a Luxembourg société anonyme (“ Intelsat Global Holdings ”), and all of the shareholders of Intelsat Global (including you and the Trusts) are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”).
In connection with the Transaction, Intelsat Global and Intelsat Global Holdings are entering into that certain Amendment No. 2 to the Management Shareholders Agreement pursuant to which Intelsat Global is assigning the Management Shareholders Agreement and all of its obligations, liabilities, rights, title and interest thereunder to Intelsat Global Holdings.
In consideration of the foregoing, and in consideration of the promises and covenants set forth herein, the parties hereto agree to amend the Letter Agreement as of the Amendment Effective Date (as defined below) as follows:
1. Assignment and Assumption .
1.1 Assignment of Letter Agreement . Effective as of the Amendment Effective Date, Intelsat Global agrees to transfer, convey and assign to Intelsat Global Holdings all of Intelsat Global’s obligations, liabilities, rights, title and interest in the Letter Agreement, as amended hereby.
1.2 Assumption of Obligations . Effective as of the Amendment Effective Date, Intelsat Global Holdings hereby assumes and agrees (a) to accept the transfer, conveyance and assignment of the Letter Agreement, as amended hereby, and (b) to become a party to the Letter Agreement, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of Intelsat Global with respect to the Letter Agreement, as amended hereby.
1.3. Release of Intelsat Global . Effective as of the Amendment Effective Date, each of Intelsat Global Holdings, you and the Trusts hereby releases Intelsat Global from any obligations and liabilities relating to the Letter Agreement, as amended hereby.
2. Amendment to Letter Agreement .
Upon the occurrence of the Amendment Effective Date, the following amendment is hereby made to the Letter Agreement, with full force and effect as of the Amendment Effective Date:
2.1 References to Intelsat Global, Ltd. and the “Company” . All references to “Intelsat Global, Ltd.” are hereby replaced with “Intelsat Global Holdings S.A.” Furthermore, the defined term “the Company” shall be deemed to refer to Intelsat Global Holdings, as its legal name may be changed from time to time.
3. Condition to Amendment Effective Date . The effectiveness of this Amendment is subject to the consummation of the Transaction (such time and date of consummation, the “ Amendment Effective Date ”).
4. Miscellaneous .
4.1 Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
4.2 Counterparts . This Amendment may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
4.3 Severability . In the event that any part or parts of this Amendment shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Amendment which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
- 2 -
4.4 Successors and Assigns . This Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
4.5 Miscellaneous . Except as expressly amended hereby, the Letter Agreement shall in all respects continue in full force and effect and the parties ratify and confirm that they continue to be bound by the terms and conditions thereof.
[ Remainder of the page left intentionally blank. ]
- 3 -
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| INTELSAT GLOBAL S.A. | ||
|
By: |
/s/ Phillip L. Spector |
|
|
Name: Phillip L. Spector |
||
|
Title: Executive Vice President and General Counsel |
||
| INTELSAT GLOBAL HOLDINGS S.A. | ||
|
By: |
/s/ Phillip L. Spector |
|
|
Name: Phillip L. Spector |
||
|
Title: Executive Vice President and General Counsel |
||
Accepted and Agreed
as of the date first above written.
|
/s/ David McGlade |
| David McGlade |
|
/s/ David McGlade |
| David P. McGlade, Trustee |
|
On Behalf of The David P. McGlade 2009 GRAT dated May 12, 2009 |
|
/s/ David McGlade |
| David P. McGlade, Trustee |
| On Behalf of The David P. McGlade |
2010 GRAT dated August 24, 2010
|
/s/ David McGlade |
| David P. McGlade, Trustee |
| On Behalf of The David P. McGlade |
| 2011 GRAT dated August 25, 2011 |
| McGlade Investments LLC | ||
|
By: |
/s/ Ronald P. McGlade |
|
|
Name: Ronald P. McGlade |
||
|
Title: Manager |
||
Exhibit 10.3
Intelsat Global S.A.
RCS Luxembourg B149927
Intelsat Global Holdings S.A.
RCS Luxembourg B162135
4, rue Albert Borschette
L-1246 Luxembourg
March 30, 2012
Michael McDonnell
[Address]
Dear Mr. McDonnell:
Reference is made to (i) that certain Management Shareholders Agreement (as amended from time to time, the “ Management Shareholders Agreement ”) of Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.) (“ Intelsat Global ”), effective as of February 4, 2008, by and among Intelsat Global, the Sponsor Shareholders (as defined in the Management Shareholders Agreement) and each of the individual shareholders who become parties thereto from time to time and (ii) that certain letter agreement, dated May 6, 2009 (as amended, modified or supplemented, the “ Letter Agreement ”), by and between Intelsat Global and you and your affiliated trust set forth on the signature pages hereto (the “ Trust ”). Capitalized terms used and not otherwise defined in this letter agreement (this “ Amendment ”) shall have the respective meanings given them in the Management Shareholders Agreement.
Prior to, or concurrently with the entry into this Amendment, Intelsat Global Holdings S.A., a Luxembourg société anonyme (“ Intelsat Global Holdings ”), and all of the shareholders of Intelsat Global (including you and the Trust) are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”).
In connection with the Transaction, Intelsat Global and Intelsat Global Holdings are entering into that certain Amendment No. 2 to the Management Shareholders Agreement pursuant to which Intelsat Global is assigning the Management Shareholders Agreement and all of its obligations, liabilities, rights, title and interest thereunder to Intelsat Global Holdings.
In consideration of the foregoing, and in consideration of the promises and covenants set forth herein, the parties hereto agree to amend the Letter Agreement as of the Amendment Effective Date (as defined below) as follows:
1. Assignment and Assumption .
1.1 Assignment of Letter Agreement . Effective as of the Amendment Effective Date, Intelsat Global agrees to transfer, convey and assign to Intelsat Global Holdings all of Intelsat Global’s obligations, liabilities, rights, title and interest in the Letter Agreement, as amended hereby.
1.2 Assumption of Obligations . Effective as of the Amendment Effective Date, Intelsat Global Holdings hereby assumes and agrees (a) to accept the transfer, conveyance and assignment of the Letter Agreement, as amended hereby, and (b) to become a party to the Letter Agreement, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of Intelsat Global with respect to the Letter Agreement, as amended hereby.
1.3. Release of Intelsat Global . Effective as of the Amendment Effective Date, each of Intelsat Global Holdings, you and the Trust hereby releases Intelsat Global from any obligations and liabilities relating to the Letter Agreement, as amended hereby.
2. Amendment to Letter Agreement .
Upon the occurrence of the Amendment Effective Date, the following amendment is hereby made to the Letter Agreement, with full force and effect as of the Amendment Effective Date:
2.1 References to Intelsat Global, Ltd. and the “Company” . All references to “Intelsat Global, Ltd.” are hereby replaced with “Intelsat Global Holdings S.A.” Furthermore, the defined term “the Company” shall be deemed to refer to Intelsat Global Holdings, as its legal name may be changed from time to time.
3. Condition to Amendment Effective Date . The effectiveness of this Amendment is subject to the consummation of the Transaction (such time and date of consummation, the “ Amendment Effective Date ”).
4. Miscellaneous .
4.1 Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
4.2 Counterparts . This Amendment may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
4.3 Severability . In the event that any part or parts of this Amendment shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Amendment which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
- 2 -
4.4 Successors and Assigns . This Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
4.5 Miscellaneous . Except as expressly amended hereby, the Letter Agreement shall in all respects continue in full force and effect and the parties ratify and confirm that they continue to be bound by the terms and conditions thereof.
[ Remainder of the page left intentionally blank. ]
- 3 -
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| INTELSAT GLOBAL S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: Phillip L. Spector | ||
| Title: Executive Vice President and General Counsel | ||
| INTELSAT GLOBAL HOLDINGS S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: Name: Phillip L. Spector | ||
| Title: Executive Vice President and General Counsel | ||
Accepted and Agreed
as of the date first above written.
|
/s/ Michael McDonnell Michael McDonnell |
|
/s/ Michael McDonnell Michael McDonnell, Trustee On Behalf of The McDonnell 2010 GRAT |
|
/s/ Michael McDonnell Michael McDonnell, Trustee On Behalf of The McDonnell 2011 GRAT |
Exhibit 10.4
Intelsat Global S.A.
RCS Luxembourg B149927
Intelsat Global Holdings S.A.
RCS Luxembourg B162135
4, rue Albert Borschette
L-1246 Luxembourg
March 30, 2012
Phillip L. Spector
[Address]
Dear Mr. Spector:
Reference is made to (i) that certain Management Shareholders Agreement (as amended from time to time, the “ Management Shareholders Agreement ”) of Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.) (“ Intelsat Global ”), effective as of February 4, 2008, by and among Intelsat Global, the Sponsor Shareholders (as defined in the Management Shareholders Agreement) and each of the individual shareholders who become parties thereto from time to time and (ii) that certain letter agreement, dated May 6, 2009 (as amended, modified or supplemented, the “ Letter Agreement ”), by and between Intelsat Global and you and your affiliated trusts set forth on the signature pages hereto (collectively, the “ Trusts ”). Capitalized terms used and not otherwise defined in this letter agreement (this “ Amendment ”) shall have the respective meanings given them in the Management Shareholders Agreement.
Prior to, or concurrently with the entry into this Amendment, Intelsat Global Holdings S.A., a Luxembourg société anonyme (“ Intelsat Global Holdings ”), and all of the shareholders of Intelsat Global (including you and the Trusts) are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”).
In connection with the Transaction, Intelsat Global and Intelsat Global Holdings are entering into that certain Amendment No. 2 to the Management Shareholders Agreement pursuant to which Intelsat Global is assigning the Management Shareholders Agreement and all of its obligations, liabilities, rights, title and interest thereunder to Intelsat Global Holdings.
In consideration of the foregoing, and in consideration of the promises and covenants set forth herein, the parties hereto agree to amend the Letter Agreement as of the Amendment Effective Date (as defined below) as follows:
1. Assignment and Assumption .
1.1 Assignment of Letter Agreement . Effective as of the Amendment Effective Date, Intelsat Global agrees to transfer, convey and assign to Intelsat Global Holdings all of Intelsat Global’s obligations, liabilities, rights, title and interest in the Letter Agreement, as amended hereby.
1.2 Assumption of Obligations . Effective as of the Amendment Effective Date, Intelsat Global Holdings hereby assumes and agrees (a) to accept the transfer, conveyance and assignment of the Letter Agreement, as amended hereby, and (b) to become a party to the Letter Agreement, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of Intelsat Global with respect to the Letter Agreement, as amended hereby.
1.3. Release of Intelsat Global . Effective as of the Amendment Effective Date, each of Intelsat Global Holdings, you and the Trusts hereby releases Intelsat Global from any obligations and liabilities relating to the Letter Agreement, as amended hereby.
2. Amendment to Letter Agreement .
Upon the occurrence of the Amendment Effective Date, the following amendment is hereby made to the Letter Agreement, with full force and effect as of the Amendment Effective Date:
2.1 References to Intelsat Global, Ltd. and the “Company” . All references to “Intelsat Global, Ltd.” are hereby replaced with “Intelsat Global Holdings S.A.” Furthermore, the defined term “the Company” shall be deemed to refer to Intelsat Global Holdings, as its legal name may be changed from time to time.
3. Condition to Amendment Effective Date . The effectiveness of this Amendment is subject to the consummation of the Transaction (such time and date of consummation, the “ Amendment Effective Date ”).
4. Miscellaneous .
4.1 Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
4.2 Counterparts . This Amendment may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
4.3 Severability . In the event that any part or parts of this Amendment shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Amendment which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
- 2 -
4.4 Successors and Assigns . This Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
4.5 Miscellaneous . Except as expressly amended hereby, the Letter Agreement shall in all respects continue in full force and effect and the parties ratify and confirm that they continue to be bound by the terms and conditions thereof.
[ Remainder of the page left intentionally blank. ]
- 3 -
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| INTELSAT GLOBAL S.A. | ||
| By: |
/s/ David P. McGlade |
|
| Name: David P. McGlade | ||
| Title: Chief Executive Officer | ||
| INTELSAT GLOBAL HOLDINGS S.A. | ||
|
By: |
/s/ David P. McGlade |
|
| Name: David P. McGlade | ||
| Title: Chief Executive Officer | ||
Accepted and Agreed
as of the date first above written.
|
/s/ Phillip L. Spector |
|
Phillip L. Spector |
|
/s/ Phillip L. Spector Phillip L. Spector, Trustee On Behalf of The Phillip L. Spector 2007 Family Trust U/A dated June 27, 2007 |
|
/s/ Phillip L. Spector Phillip L. Spector, Trustee On Behalf of The Phillip L. Spector Trust U/A dated December 21, 2007 |
|
/s/ Phillip L. Spector Phillip L. Spector, Trustee On Behalf of The Phillip L. Spector GRAT #2 |
| dated August 3, 2009 |
|
/s/ Phillip L. Spector Phillip L. Spector, Trustee On Behalf of the Phillip L. Spector GRAT #3 |
| dated August 20, 2010 |
|
/s/ Roger M. Lebbin Roger M. Lebbin, Trustee On Behalf of the Adam L. Spector 2011 Descendants Trust U/A dated September 30, 2011 |
|
/s/ Roger M. Lebbin Roger M. Lebbin, Trustee On Behalf of the David L. Spector 2011 Descendants Trust U/A dated September 30, 2011 |
Exhibit 10.5
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED INTELSAT GLOBAL, LTD.
2008 SHARE INCENTIVE PLAN
This Amendment No. 1 (this “ Amendment ”) to the Amended and Restated Intelsat Global, Ltd. 2008 Share Incentive Plan (the “ Plan ”) is made as of March 30, 2012.
R E C I T A L S
WHEREAS, prior to the date of this Amendment, (i) Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.), a Luxembourg société anonyme , RCS Luxembourg B149927 (“ Intelsat Global ”) has formed Intelsat Global Holdings S.A., a Luxembourg société anonyme , RCS Luxembourg B162135 (“ Intelsat Global Holdings ”), as a wholly-owned subsidiary of Intelsat Global and (ii) Intelsat Global Holdings has formed a new intermediate holding company, Intelsat Investment Holdings S.àr.l., RCS Luxembourg B162240, (“ Intelsat IntermediateCo ”), to hold all of the outstanding shares of Intelsat Global Holdings’ subsidiaries;
WHEREAS, concurrently with the entry into this Amendment, Intelsat Global Holdings and all of the shareholders of Intelsat Global (including the Shareholders) are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”);
WHEREAS, in connection with the Transaction, the Board of Directors of Intelsat Global (the “ Board ”) and the Board of Directors of Intelsat Global Holdings wish to amend the Plan and to provide for the assignment of the Plan from Intelsat Global to Intelsat Global Holdings; and
WHEREAS, Section 13(a) of the Plan generally permits the Board to amend the Plan or any portion thereof at any time.
NOW, THEREFORE, in consideration of the foregoing recitals, and in consideration of the promises and covenants set forth herein, by resolution of the Board, the Plan is amended as of the Amendment Effective Date as follows:
A G R E E M E N T
1. Defined Terms . Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings given them in the Plan (for the avoidance of doubt, as applicable, as amended by this Amendment).
2. Assignment and Assumption to Intelsat Global Holdings .
2.1 Assignment . Effective as of the Amendment Effective Date, Intelsat Global agrees to transfer, convey and assign to Intelsat Global Holdings all of Intelsat Global’s obligations, liabilities, rights, title and interest in the Plan and Grant Agreements, as amended hereby.
2.2 Assumption of Obligations . Effective as of the Amendment Effective Date, Intelsat Global Holdings hereby assumes and agrees to accept the transfer, conveyance and assignment of the Plan and Grant Agreements, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of Intelsat Global with respect to the Plan and Grant Agreements, as amended hereby.
2.3 Release of Intelsat Global . Effective as of the Amendment Effective Date, Intelsat Global Holdings releases Intelsat Global from any obligations and liabilities relating to the Plan and Grant Agreements, as amended hereby.
3. Amendment .
Upon the occurrence of the Amendment Effective Date, the following amendments are hereby made to the Plan and all outstanding Grant Agreements, with full force and effect as of the Amendment Effective Date:
3.1 References to Intelsat Global, Ltd . All references to “Intelsat Global, Ltd.” are hereby replaced with “Intelsat Global Holdings S.A.” Furthermore, the defined term “the Company” shall be deemed to refer to Intelsat Global Holdings, as its legal name may be changed from time to time.
3.2 References to BC Investors . All references to “BC Investors” are hereby replaced with “BC Investor.”
4. Condition to Amendment . The effectiveness of this Amendment is subject to the consummation of the Transaction (such time and date of consummation, the “ Amendment Effective Date ”).
5. Miscellaneous .
5.1 Governing Law . This Amendment shall be governed by and construed in accordance with the laws of Bermuda.
5.2 Counterparts . This Amendment may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
5.3 Severability . In the event that any part or parts of this Amendment shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Amendment which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
- 2 -
5.4 Successors and Assigns . This Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
5.5 Other . Except as expressly amended hereby, the Plan shall in all respects continue in full force and effect.
[ Remainder of the page left intentionally blank. ]
- 3 -
* * * * *
I hereby certify that this Amendment was adopted by the Board of Directors of Intelsat Global S.A. on August 25, 2011.
|
/s/ Phillip L. Spector |
|
By: Phillip L. Spector |
|
Title: Executive Vice President and General Counsel |
* * * * *
I hereby certify that this Amendment was adopted by the Board of Directors of Intelsat Global Holdings S.A. on August 25, 2011.
|
/s/ Phillip L. Spector |
| By: Phillip L. Spector |
|
Title: Executive Vice President and General Counsel |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| INTELSAT GLOBAL S.A. | ||
|
By: |
/s/ Phillip L. Spector |
|
|
Name: Phillip L. Spector |
||
| Title: Executive Vice President and General Counsel | ||
| INTELSAT GLOBAL HOLDINGS S.A. | ||
|
By: |
/s/ Phillip L. Spector |
|
|
Name: Phillip L. Spector |
||
| Title: Executive Vice President and General Counsel | ||
Exhibit 10.6
AMENDMENT NO. 1 TO THE
INTELSAT GLOBAL S.A. UNALLOCATED BONUS PLAN
This Amendment No. 1 (this “ Amendment ”) to the Intelsat Global, Ltd. Unallocated Bonus Plan (collectively with the side letters with each of the individual signatories hereto, the “ Plan ”) is made as of March 30, 2012.
R E C I T A L S
WHEREAS, prior to the date of this Amendment, (i) Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.), a Luxembourg société anonyme , RCS Luxembourg B149927 (“ Intelsat Global ”) has formed Intelsat Global Holdings S.A., a Luxembourg société anonyme , RCS Luxembourg B162135 (the “ Intelsat Global Holdings ”), as a wholly-owned subsidiary of Intelsat Global and (ii) Intelsat Global Holdings has formed a new intermediate holding company, Intelsat Investment Holdings S.àr.l., RCS Luxembourg B162240 (“ Intelsat IntermediateCo ”), to hold all of the outstanding shares of Intelsat Global Holdings’ subsidiaries;
WHEREAS, concurrently with the entry into this Amendment, Intelsat Global Holdings and all of the shareholders of Intelsat Global (including the Shareholders) are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”);
WHEREAS, Section 11 of the Plan provides that, in order to amend the Plan, the amendment must be approved by Participants then holding 50% or more of the Common Shares that are subject to outstanding Awards; and
WHEREAS, subject to the approval of the requisite number of Participants, in connection with the Transaction, the Board of Directors of Intelsat Global (the “ Board ”) and the Board of Directors of Intelsat Global Holdings wish to amend the Plan and to provide for the assignment of the Plan from Intelsat Global to Intelsat Global Holdings.
NOW, THEREFORE, in consideration of the foregoing recitals, and in consideration of the promises and covenants set forth herein, by resolution of the Board and subject to the approval of the requisite number of Participants, the Plan is amended as of the Amendment Effective Date as follows:
A G R E E M E N T
1. Defined Terms . Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings given them in the Plan (for the avoidance of doubt, as applicable, as amended by this Amendment).
2. Assignment and Assumption to Intelsat Global Holdings .
2.1 Assignment . Effective as of the Amendment Effective Date, Intelsat Global agrees to transfer, convey and assign to Intelsat Global Holdings all of Intelsat Global’s obligations, liabilities, rights, title and interest in the Plan, as amended hereby.
2.2 Assumption of Obligations . Effective as of the Amendment Effective Date, Intelsat Global Holdings hereby assumes and agrees to accept the transfer, conveyance and assignment of the Plan, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of Intelsat Global with respect to the Plan, as amended hereby.
2.3 Release of Intelsat Global . Effective as of the Amendment Effective Date, Intelsat Global Holdings releases Intelsat Global from any obligations and liabilities relating to the Plan, as amended hereby.
3. Amendment . Upon the occurrence of the Amendment Effective Date, all references in the Plan to “Intelsat Global S.A.” are hereby replaced with “Intelsat Global Holdings S.A.”, with full force and effect as of the Amendment Effective Date. Furthermore, the defined term “the Company” shall be deemed to refer to Intelsat Global Holdings, as its legal name may be changed from time to time.
4. Conditions to Amendment . The effectiveness of this Amendment is subject to the approval of the requisite number of Participants and the consummation of the Transaction (such time and date of consummation, the “ Amendment Effective Date ”).
5. Miscellaneous .
5.1 Governing Law . All questions concerning the construction, validation and interpretation of this Amendment shall be governed by the law of the State of Delaware without regard to its conflicts of laws provision.
5.2 Counterparts . This Amendment may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
5.3 Severability . In the event that any part or parts of this Amendment shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Amendment which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
5.4 Successors and Assigns . This Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
5.5 Other . Except as expressly amended hereby, the Plan shall in all respects continue in full force and effect.
[ Remainder of the page left intentionally blank .]
* * * * *
I hereby certify that this Amendment was adopted by the Board of Directors of Intelsat Global S.A. on August 25, 2011.
|
/s/ Phillip L. Spector |
| By: Phillip L. Spector |
|
Title: Executive Vice President and General Counsel |
* * * * *
I hereby certify that this Amendment was adopted by the Board of Directors of Intelsat Global Holdings S.A. on August 25, 2011.
|
/s/ Phillip L. Spector |
| By: Phillip L. Spector |
|
Title: Executive Vice President and General Counsel |
|
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. |
||||||||||
| INTELSAT GLOBAL S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: Phillip L. Spector | ||
| Title: Executive Vice President and General Counsel | ||
| INTELSAT GLOBAL HOLDINGS S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: Phillip L. Spector | ||
| Title: Executive Vice President and General Counsel | ||
* * * * *
So Approved:
|
/s/ David McGlade |
||||
|
David McGlade |
|
/s/ Michael McDonnell |
||||
|
Michael McDonnell |
|
/s/ Phillip Spector |
||||
|
Phillip Spector |
Exhibit 10.7
Intelsat Global S.A.
RCS Luxembourg B149927
Intelsat S.A.
RCS Luxembourg B149970
Intelsat Global Holdings S.A.
RCS Luxembourg B162135
4, rue Albert Borschette
L-1246 Luxembourg
Intelsat Management LLC
3400 International Drive NW
Washington D.C., DC 20008
March 30, 2012
David McGlade
[Address]
Dear Mr. McGlade:
Reference is made to (i) that certain Employment Agreement dated as of December 29, 2008 (as heretofore amended, the “ Employment Agreement ”), by and between you, Intelsat Global S.A. (f/k/a Intelsat Global, Ltd.) (“ Intelsat Global ”) and Intelsat S.A. (f/k/a Intelsat, Ltd.) (“ Intelsat ” and, together with Intelsat Global, the “ Original Employers ”) and (ii) the Assignment and Modification Agreement, dated December 21, 2009 (the “ Assignment and Modification Agreement ”), by and between Intelsat Management LLC (“ Intelsat Management ”) and the Original Employers, pursuant to which the rights and obligations of the Original Employers under the Employment Agreement were assigned to and accepted by Intelsat Management.
Prior to, or concurrently with the entry into this letter agreement (this “ Agreement ”), Intelsat Global Holdings S.A., a Luxembourg société anonyme (“ Intelsat Global Holdings ”), and all of the shareholders of Intelsat Global are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”).
In connection with the Transaction, the parties hereto agree to modify the Employment Agreement (this “ Modification Agreement ”) as of the Modification Effective Date (as defined below) as follows, with full force and effect as of the Modification Effective Date:
1. Modification . Following the consummation of the Transaction, you shall continue to serve as the Chief Executive Officer of Intelsat Global Holdings and a member of the Board of Directors of Intelsat Global Holdings (the “ Holdings Board ”), and you shall report to the Holdings Board.
2. Condition to Modification Effective Date . The effectiveness of this Modification Agreement is subject to the consummation of the Transaction (such time and date of consummation, the “ Modification Effective Date ”).
3. Miscellaneous .
3.1 Governing Law . This Modification Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy (other than conflict of laws principles) of the District of Columbia applicable to contracts executed and to be wholly performed therein.
3.2 Counterparts . This Modification Agreement may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
3.3 Severability . In the event that any part or parts of this Modification Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Modification Agreement which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
3.4 Successors and Assigns . This Modification Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
3.5 Other . Except as provided specifically herein, this Modification Agreement shall not affect your rights under the Employment Agreement and the Assignment and Modification Agreement (including, for the sake of clarity, your right to retain your position as the Chief Executive Officer of Intelsat Management, Intelsat Global and Intelsat, and your right to report only to the Board of Managers and Member of Intelsat Management, and the Boards of Directors of Intelsat Global and Intelsat (in addition to the Holdings Board), and all other rights you had in respect of the Employment Agreement, the Assignment and Modification Agreement and the Equity Award Agreements (as defined in the Assignment and Modification Agreement) prior to the execution of the Agreement). Except as expressly modified hereby, all terms, conditions and provisions of the Employment Agreement and Assignment and Modification Agreement shall remain unchanged and shall continue in full force and effect. For the avoidance of doubt, neither the execution of nor the transactions contemplated by this Modification Agreement or the Transaction shall give rise to a claim of termination of the your employment under the terms of the Employment Agreement or any of the Equity Award Agreements.
[ Remainder of the page left intentionally blank .]
- 2 -
IN WITNESS WHEREOF, the parties hereto have executed this Modification Agreement as of the date first above written.
| INTELSAT S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: | Phillip L. Spector | |
| Title: | Executive Vice President and General Counsel | |
| INTELSAT GLOBAL S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: | Phillip L. Spector | |
| Title: | Executive Vice President and General Counsel | |
| INTELSAT MANAGEMENT LLC | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: | Phillip L. Spector | |
| Title: | Executive Vice President and General Counsel | |
| INTELSAT GLOBAL HOLDINGS S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: | Phillip L. Spector | |
| Title: | Executive Vice President and General Counsel | |
Accepted and Agreed
as of the date first above written.
|
/s/ David McGlade |
|
David McGlade |
Exhibit 10.8
Intelsat Global S.A.
RCS Luxembourg B149927
Intelsat S.A.
RCS Luxembourg B149970
Intelsat Global Holdings S.A.
RCS Luxembourg B162135
4, rue Albert Borschette
L-1246 Luxembourg
Intelsat Management LLC
3400 International Drive NW
Washington D.C., DC 20008
March 30, 2012
Michael McDonnell
[Address]
Dear Mr. McDonnell:
Reference is made to (i) that certain Employment Agreement dated as of May 6, 2009 (as heretofore amended, the “ Employment Agreement ”), by and between you, Intelsat Global S.A. (f/k/a Intelsat Global, Ltd.) (“ Intelsat Global ”) and Intelsat S.A. (f/k/a Intelsat, Ltd.) (“ Intelsat ” and, together with Intelsat Global, the “ Original Employers ”) and (ii) the Assignment and Modification Agreement, dated December 21, 2009 (the “ Assignment and Modification Agreement ”), by and between Intelsat Management LLC (“ Intelsat Management ”) and the Original Employers, pursuant to which the rights and obligations of the Original Employers under the Employment Agreement were assigned to and accepted by Intelsat Management.
Prior to, or concurrently with the entry into this letter agreement (this “ Agreement ”), Intelsat Global Holdings S.A., a Luxembourg société anonyme (“ Intelsat Global Holdings ”), and all of the shareholders of Intelsat Global are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”).
In connection with the Transaction, the parties hereto agree to modify the Employment Agreement (this “ Modification Agreement ”) as of the Modification Effective Date (as defined below) as follows, with full force and effect as of the Modification Effective Date:
1. Modification . Following the consummation of the Transaction, you shall continue to serve as the Chief Financial Officer and Executive Vice President of Intelsat Global Holdings and you shall report to the chief executive officer of Intelsat Global Holdings.
2. Condition to Modification Effective Date . The effectiveness of this Modification Agreement is subject to the consummation of the Transaction (such time and date of consummation, the “ Modification Effective Date ”).
3. Miscellaneous .
3.1 Governing Law . This Modification Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy (other than conflict of laws principles) of the District of Columbia applicable to contracts executed and to be wholly performed therein.
3.2 Counterparts . This Modification Agreement may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
3.3 Severability . In the event that any part or parts of this Modification Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Modification Agreement which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
3.4 Successors and Assigns . This Modification Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
3.5 Other . Except as provided specifically herein, this Modification Agreement shall not affect your rights under the Employment Agreement and the Assignment and Modification Agreement (including, for the sake of clarity, your right to retain your position as the Chief Financial Officer and Executive Vice President of Intelsat Management, Intelsat Global and Intelsat, and your right to report only to the chief executive officer of Intelsat Management and the chief executive officer of Intelsat, and all other rights you had in respect of the Employment Agreement, the Assignment and Modification Agreement and the Equity Award Agreements (as defined in the Assignment and Modification Agreement) prior to the execution of the Agreement). Except as expressly modified hereby, all terms, conditions and provisions of the Employment Agreement and Assignment and Modification Agreement shall remain unchanged and shall continue in full force and effect. For the avoidance of doubt, neither the execution of nor the transactions contemplated by this Modification Agreement or the Transaction shall give rise to a claim of termination of the your employment under the terms of the Employment Agreement or any of the Equity Award Agreements.
[Remainder of the page left intentionally blank.]
- 2 -
IN WITNESS WHEREOF, the parties hereto have executed this Modification Agreement as of the date first written above.
| INTELSAT S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: | Phillip L. Spector | |
| Title: | Executive Vice President and General Counsel | |
| INTELSAT GLOBAL S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: | Phillip L. Spector | |
| Title: | Executive Vice President and General Counsel | |
| INTELSAT MANAGEMENT LLC | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: | Phillip L. Spector | |
| Title: | Executive Vice President and General Counsel | |
| INTELSAT GLOBAL HOLDINGS S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: | Phillip L. Spector | |
| Title: | Executive Vice President and General Counsel | |
Accepted and Agreed
as of the date first above written.
|
/s/ Michael McDonnell |
| Michael McDonnell |
Exhibit 10.9
Intelsat Global S.A.
RCS Luxembourg B149927
Intelsat S.A.
RCS Luxembourg B149970
Intelsat Global Holdings S.A.
RCS Luxembourg B162135
4, rue Albert Borschette
L-1246 Luxembourg
Intelsat Management LLC
3400 International Drive NW
Washington D.C., DC 20008
March 30, 2012
Phillip L. Spector
[Address]
Dear Mr. Spector:
Reference is made to (i) that certain Employment Agreement dated as of May 6, 2009 (as heretofore amended, the “ Employment Agreement ”), by and between you, Intelsat Global S.A. (f/k/a Intelsat Global, Ltd.) (“ Intelsat Global ”) and Intelsat S.A. (f/k/a Intelsat, Ltd.) (“ Intelsat ” and, together with Intelsat Global, the “ Original Employers ”) and (ii) the Assignment and Modification Agreement, dated December 21, 2009 (the “ Assignment and Modification Agreement ”), by and between Intelsat Management LLC (“ Intelsat Management ”) and the Original Employers, pursuant to which the rights and obligations of the Original Employers under the Employment Agreement were assigned to and accepted by Intelsat Management.
Prior to, or concurrently with the entry into this letter agreement (this “ Agreement ”), Intelsat Global Holdings S.A., a Luxembourg société anonyme (“ Intelsat Global Holdings ”), and all of the shareholders of Intelsat Global are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”).
In connection with the Transaction, the parties hereto agree to modify the Employment Agreement (this “ Modification Agreement ”) as of the Modification Effective Date (as defined below) as follows, with full force and effect as of the Modification Effective Date:
1. Modification . Following the consummation of the Transaction, you shall continue to serve as the Executive Vice President and General Counsel of Intelsat Global Holdings and you shall report to the chief executive officer of Intelsat Global Holdings.
2. Condition to Modification Effective Date . The effectiveness of this Modification Agreement is subject to the consummation of the Transaction (such time and date of consummation, the “ Modification Effective Date ”).
3. Miscellaneous .
3.1 Governing Law . This Modification Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy (other than conflict of laws principles) of the District of Columbia applicable to contracts executed and to be wholly performed therein.
3.2 Counterparts . This Modification Agreement may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
3.3 Severability . In the event that any part or parts of this Modification Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Modification Agreement which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
3.4 Successors and Assigns . This Modification Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
3.5 Other . Except as provided specifically herein, this Modification Agreement shall not affect your rights under the Employment Agreement and the Assignment and Modification Agreement (including, for the sake of clarity, your right to retain your position as the Executive Vice President and General Counsel of Intelsat Management, Intelsat Global and Intelsat, and your right to report only to the chief executive officer of Intelsat Management and the chief executive officer of Intelsat, and all other rights you had in respect of the Employment Agreement, the Assignment and Modification Agreement and the Equity Award Agreements (as defined in the Assignment and Modification Agreement) prior to the execution of the Agreement). Except as expressly modified hereby, all terms, conditions and provisions of the Employment Agreement and Assignment and Modification Agreement shall remain unchanged and shall continue in full force and effect. For the avoidance of doubt, neither the execution of nor the transactions contemplated by this Modification Agreement or the Transaction shall give rise to a claim of termination of the your employment under the terms of the Employment Agreement or any of the Equity Award Agreements.
[ Remainder of the page left intentionally blank . ]
- 2 -
IN WITNESS WHEREOF, the parties hereto have executed this Modification Agreement as of the date first above written.
| INTELSAT S.A. | ||
| By: |
/s/ David P. McGlade |
|
| Name: | David P. McGlade | |
|
Title: |
Chief Executive Officer | |
| INTELSAT GLOBAL S.A. | ||
| By: |
/s/ David P. McGlade |
|
| Name: | David P. McGlade | |
|
Title: |
Chief Executive Officer | |
| INTELSAT MANAGEMENT LLC | ||
| By: |
/s/ David P. McGlade |
|
| Name: | David P. McGlade | |
|
Title: |
Chief Executive Officer | |
| INTELSAT GLOBAL HOLDINGS S.A. | ||
| By: | /s/ David P. McGlade | |
| Name: | David P. McGlade | |
|
Title: |
Chief Executive Officer | |
Accepted and Agreed
as of the date first above written.
|
/s/ Phillip L. Spector |
|
Phillip L. Spector |
Exhibit 10.10
Intelsat Global S.A.
RCS Luxembourg B149927
Intelsat Global Holdings S.A.
RCS Luxembourg B162135
4, rue Albert Borschette
L-1246 Luxembourg
March 30, 2012
Stephen Spengler
[Address]
Dear Mr. Spengler:
Reference is made to that certain letter agreement, dated May 8, 2009 (the “ Letter Agreement ”), by and between Intelsat Global S.A. (f/k/a Intelsat Global, Ltd.) (“ Intelsat Global ”) and you. Capitalized terms used and not otherwise defined in this letter agreement (this “ Amendment ”) shall have the respective meanings given them in the Letter Agreement.
Prior to, or concurrently with the entry into this Amendment, Intelsat Global Holdings S.A., a Luxembourg société anonyme (“ Intelsat Global Holdings ”), and all of the shareholders of Intelsat Global (including you) are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”).
In consideration of the foregoing, and in consideration of the promises and covenants set forth herein, the parties hereto agree to amend the Letter Agreement as of the Amendment Effective Date (as defined below) as follows:
1. Assignment and Assumption .
1.1 Assignment of Letter Agreement . Effective as of the Amendment Effective Date, Intelsat Global agrees to transfer, convey and assign to Intelsat Global Holdings all of Intelsat Global’s obligations, liabilities, rights, title and interest in the Letter Agreement, as amended hereby.
1.2 Assumption of Obligations . Effective as of the Amendment Effective Date, Intelsat Global Holdings hereby assumes and agrees (a) to accept the transfer, conveyance and assignment of the Letter Agreement, as amended hereby, and (b) to become a
party to the Letter Agreement, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of Intelsat Global with respect to the Letter Agreement, as amended hereby.
1.3. Release of Intelsat Global . Effective as of the Amendment Effective Date, each of Intelsat Global Holdings and you hereby release Intelsat Global from any obligations and liabilities relating to the Letter Agreement, as amended hereby.
2. Amendment to Letter Agreement .
Upon the occurrence of the Amendment Effective Date, the following amendment is hereby made to the Letter Agreement, with full force and effect as of the Amendment Effective Date:
2.1 References to Intelsat Global, Ltd. and the “Company” . All references to “Intelsat Global, Ltd.” are hereby replaced with “Intelsat Global Holdings S.A.” (and any references to “a Bermuda exempted company” are hereby replaced with “a Luxembourg société anonyme ”). Furthermore, the defined term “the Company” shall be deemed to refer to Intelsat Global Holdings, as its legal name may be changed from time to time.
2.2 References to Management Shareholders Agreement . All references to “Management Shareholders Agreement” shall refer to the Management Shareholders Agreement (as defined in the Letter Agreement) as amended and assigned to Intelsat Global Holdings pursuant to Amendment No. 2 thereof.
3. Condition to Amendment Effective Date . The effectiveness of this Amendment is subject to the consummation of the Transaction (such time and date of consummation, the “ Amendment Effective Date ”).
4. Miscellaneous .
4.1 Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
4.2 Counterparts . This Amendment may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
4.3 Severability . In the event that any part or parts of this Amendment shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Amendment which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
4.4 Successors and Assigns . This Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
- 2 -
4.5 Miscellaneous . Except as expressly amended hereby, the Letter Agreement shall in all respects continue in full force and effect and the parties ratify and confirm that they continue to be bound by the terms and conditions thereof.
[ Remainder of the page left intentionally blank. ]
- 3 -
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
| INTELSAT GLOBAL S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: Phillip L. Spector | ||
|
Title: Executive Vice President and General Counsel |
||
| INTELSAT GLOBAL HOLDINGS S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: Phillip L. Spector | ||
|
Title: Executive Vice President and General Counsel |
||
Accepted and Agreed as
of the date first written above.
|
/s/ Stephen Spengler |
| Stephen Spengler |
Exhibit 10.11
Intelsat Global S.A.
RCS Luxembourg B149927
Intelsat Global Holdings S.A.
RCS Luxembourg B162135
4, rue Albert Borschette
L-1246 Luxembourg
March 30, 2012
Thierry Guillemin
[Address]
Dear Mr. Guillemin:
Reference is made to that certain letter agreement, dated May 8, 2009 (the “ Letter Agreement ”), by and between Intelsat Global S.A. (f/k/a Intelsat Global, Ltd.) (“ Intelsat Global ”) and you. Capitalized terms used and not otherwise defined in this letter agreement (this “ Amendment ”) shall have the respective meanings given them in the Letter Agreement.
Prior to, or concurrently with the entry into this Amendment, Intelsat Global Holdings S.A., a Luxembourg société anonyme (“ Intelsat Global Holdings ”), and all of the shareholders of Intelsat Global (including you) are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “ Transaction ”).
In consideration of the foregoing, and in consideration of the promises and covenants set forth herein, the parties hereto agree to amend the Letter Agreement as of the Amendment Effective Date (as defined below) as follows:
1. Assignment and Assumption .
1.1 Assignment of Letter Agreement . Effective as of the Amendment Effective Date, Intelsat Global agrees to transfer, convey and assign to Intelsat Global Holdings all of Intelsat Global’s obligations, liabilities, rights, title and interest in the Letter Agreement, as amended hereby.
1.2 Assumption of Obligations . Effective as of the Amendment Effective Date, Intelsat Global Holdings hereby assumes and agrees (a) to accept the transfer, conveyance and assignment of the Letter Agreement, as amended hereby, and (b) to become a
party to the Letter Agreement, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of Intelsat Global with respect to the Letter Agreement, as amended hereby.
1.3. Release of Intelsat Global . Effective as of the Amendment Effective Date, each of Intelsat Global Holdings and you hereby release Intelsat Global from any obligations and liabilities relating to the Letter Agreement, as amended hereby.
2. Amendment to Letter Agreement .
Upon the occurrence of the Amendment Effective Date, the following amendment is hereby made to the Letter Agreement, with full force and effect as of the Amendment Effective Date:
2.1 References to Intelsat Global, Ltd. and the “Company” . All references to “Intelsat Global, Ltd.” are hereby replaced with “Intelsat Global Holdings S.A.” (and any references to “a Bermuda exempted company” are hereby replaced with “a Luxembourg société anonyme ”). Furthermore, the defined term “the Company” shall be deemed to refer to Intelsat Global Holdings, as its legal name may be changed from time to time.
2.2 References to Management Shareholders Agreement . All references to “Management Shareholders Agreement” shall refer to the Management Shareholders Agreement (as defined in the Letter Agreement) as amended and assigned to Intelsat Global Holdings pursuant to Amendment No. 2 thereof.
3. Condition to Amendment Effective Date . The effectiveness of this Amendment is subject to the consummation of the Transaction (such time and date of consummation, the “ Amendment Effective Date ”).
4. Miscellaneous .
4.1 Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
4.2 Counterparts . This Amendment may be executed in two or more counterparts (including by facsimile or pdf format), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
4.3 Severability . In the event that any part or parts of this Amendment shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Amendment which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
4.4 Successors and Assigns . This Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
- 2 -
4.5 Miscellaneous . Except as expressly amended hereby, the Letter Agreement shall in all respects continue in full force and effect and the parties ratify and confirm that they continue to be bound by the terms and conditions thereof.
[ Remainder of the page left intentionally blank. ]
- 3 -
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
| INTELSAT GLOBAL S.A. | ||
| By: |
/s/ Phillip L. Spector |
|
| Name: Phillip L. Spector | ||
|
Title: Executive Vice President and General Counsel |
||
| INTELSAT GLOBAL HOLDINGS S.A. | ||
| By: | /s/ Phillip L. Spector | |
| Name: Phillip L. Spector | ||
|
Title: Executive Vice President and General Counsel |
||
Accepted and Agreed
as of the date first written above.
|
/s/ Thierry Guillemin |
| Thierry Guillemin |