SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Intelsat Investments S.A. – ‘10-K’ for 12/31/12 – ‘EX-10.84’

On:  Thursday, 2/28/13, at 3:08pm ET   ·   For:  12/31/12   ·   Accession #:  1193125-13-83735   ·   File #:  0-50262

Previous ‘10-K’:  ‘10-K’ on 3/1/12 for 12/31/11   ·   Latest ‘10-K’:  This Filing   ·   1 Reference:  By:  Intelsat S.A. – ‘10-K’ on 3/30/21 for 12/31/20

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/13  Intelsat Investments S.A.         10-K       12/31/12  124:25M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.72M 
 2: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     48K 
 3: EX-4.18     Instrument Defining the Rights of Security Holders  HTML     48K 
 4: EX-4.22     Instrument Defining the Rights of Security Holders  HTML     49K 
 5: EX-10.84    Material Contract                                   HTML     46K 
 6: EX-10.85    Material Contract                                   HTML     61K 
 7: EX-10.86    Material Contract                                   HTML     51K 
 8: EX-10.87    Material Contract                                   HTML     42K 
 9: EX-10.88    Material Contract                                   HTML     72K 
10: EX-10.89    Material Contract                                   HTML     69K 
11: EX-21.1     Subsidiaries List                                   HTML     55K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     43K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     37K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
86: R1          Document and Entity Information                     HTML     64K 
67: R2          Consolidated Balance Sheets                         HTML    181K 
82: R3          Consolidated Balance Sheets (Parenthetical)         HTML     48K 
90: R4          Consolidated Statements of Operations               HTML    111K 
113: R5          Consolidated Statements of Comprehensive Loss       HTML     88K  
70: R6          Consolidated Statements of Comprehensive Loss       HTML     52K 
                (Parenthetical)                                                  
81: R7          Consolidated Statements of Changes in               HTML     88K 
                Shareholder's (Deficit)                                          
61: R8          Consolidated Statements of Changes in               HTML     42K 
                Shareholder's (Deficit) (Parenthetical)                          
50: R9          Consolidated Statements of Cash Flows               HTML    218K 
115: R10         Background of Company                               HTML     52K  
92: R11         Significant Accounting Policies                     HTML     80K 
91: R12         Fair Value Measurements                             HTML     96K 
98: R13         Share-Based and Other Compensation Plans            HTML     78K 
99: R14         Retirement Plans and Other Retiree Benefits         HTML    165K 
96: R15         Receivables                                         HTML     48K 
100: R16         Satellites and Other Property and Equipment         HTML     78K  
83: R17         Investments                                         HTML     80K 
87: R18         Goodwill and Other Intangible Assets                HTML     71K 
94: R19         Long-Term Debt                                      HTML    156K 
124: R20         Derivative Instruments and Hedging Activities       HTML     70K  
108: R21         Income Taxes                                        HTML    123K  
76: R22         Contractual Commitments                             HTML     66K 
93: R23         Contingencies                                       HTML     48K 
79: R24         Business and Geographic Segment Information         HTML     77K 
40: R25         Related Party Transactions                          HTML     46K 
109: R26         Quarterly Results of Operations                     HTML     58K  
120: R27         Supplemental Consolidating Financial Information    HTML   1.09M  
55: R28         Schedule Ii-Valuation and Qualifying Accounts       HTML     52K 
54: R29         Significant Accounting Policies (Policies)          HTML    153K 
59: R30         Significant Accounting Policies (Tables)            HTML     39K 
60: R31         Fair Value Measurements (Tables)                    HTML     90K 
62: R32         Share-Based and Other Compensation Plans (Tables)   HTML     55K 
29: R33         Retirement Plans and Other Retiree Benefits         HTML    157K 
                (Tables)                                                         
106: R34         Receivables (Tables)                                HTML     44K  
74: R35         Satellites and Other Property and Equipment         HTML     46K 
                (Tables)                                                         
77: R36         Investments (Tables)                                HTML     63K 
45: R37         Goodwill and Other Intangible Assets (Tables)       HTML     63K 
123: R38         Long-Term Debt (Tables)                             HTML    104K  
22: R39         Derivative Instruments and Hedging Activities       HTML     53K 
                (Tables)                                                         
64: R40         Income Taxes (Tables)                               HTML    120K 
112: R41         Contractual Commitments (Tables)                    HTML     56K  
42: R42         Business and Geographic Segment Information         HTML     71K 
                (Tables)                                                         
53: R43         Quarterly Results of Operations (Tables)            HTML     52K 
58: R44         Supplemental Consolidating Financial Information    HTML    525K 
                (Tables)                                                         
68: R45         Background of Company - Additional Information      HTML     49K 
                (Detail)                                                         
28: R46         Significant Accounting Policies - Estimated Useful  HTML     47K 
                Lives of Satellites and Other Property and                       
                Equipment (Detail)                                               
49: R47         Significant Accounting Policies - Additional        HTML     66K 
                Information (Detail)                                             
24: R48         Fair Value Measurements - Schedule of Assets and    HTML     80K 
                Liabilities Measured and Recorded at Fair Value on               
                Recurring Basis (Detail)                                         
111: R49         Fair Value Measurements - Schedule of Assets and    HTML     47K  
                Liabilities Measured and Recorded at Fair Value on               
                Recurring Basis (Parenthetical) (Detail)                         
41: R50         Fair Value Measurements - Schedule of Activity for  HTML     58K 
                those Items Measured at Fair Value on Recurring                  
                Basis using Significant Unobservable Inputs                      
                (Detail)                                                         
107: R51         Fair Value Measurements - Additional Information    HTML     46K  
                (Detail)                                                         
46: R52         Share-Based and Other Compensation Plans -          HTML    120K 
                Additional Information (Detail)                                  
65: R53         Share-Based and Other Compensation Plans - Summary  HTML     60K 
                of Changes in Intelsat Global Holdings Rollover                  
                Options Outstanding (Detail)                                     
23: R54         Share-Based and Other Compensation Plans - Summary  HTML     57K 
                of Changes in Intelsat Global Holdings Restricted                
                Class B Shares (Detail)                                          
26: R55         Share-Based and Other Compensation Plans - Summary  HTML     55K 
                of Changes in Intelsat Global Holdings Class A                   
                Share Option Grants (Detail)                                     
57: R56         Retirement Plans and Other Retiree Benefits -       HTML     90K 
                Additional Information (Detail)                                  
33: R57         Retirement Plans and Other Retiree Benefits -       HTML    161K 
                Retirement Plans and Other Retiree Benefits                      
                (Detail)                                                         
117: R58         Retirement Plans and Other Retiree Benefits -       HTML     46K  
                Target and Actual Asset Allocation of Pension Plan               
                Assets (Detail)                                                  
72: R59         Retirement Plans and Other Retiree Benefits - Fair  HTML     59K 
                Values of Pension Plan Assets by Asset Category                  
                (Detail)                                                         
97: R60         Retirement Plans and Other Retiree Benefits - Fair  HTML     39K 
                Values of Pension Plan Assets by Asset Category                  
                (Parenthetical) (Detail)                                         
48: R61         Retirement Plans and Other Retiree Benefits -       HTML     64K 
                Components of Net Periodic Benefit Costs (Detail)                
51: R62         Retirement Plans and Other Retiree Benefits -       HTML     55K 
                Benefits Expected to be Paid Next Five Years                     
                (Detail)                                                         
104: R63         Receivables - Summary of Receivables (Detail)       HTML     47K  
101: R64         Receivables - Additional Information (Detail)       HTML     49K  
75: R65         Satellites and Other Property and Equipment -       HTML     51K 
                Schedule of Satellites and Other Property and                    
                Equipment, Net (Detail)                                          
103: R66         Satellites and Other Property and Equipment -       HTML     83K  
                Additional Information (Detail)                                  
47: R67         Investments - Additional Information (Detail)       HTML    128K 
80: R68         Investments - Changes in Equity Attributable to     HTML     90K 
                Intelsat and Equity Attributable to Noncontrolling               
                Interests (Detail)                                               
119: R69         Goodwill and Other Intangible Assets - Schedule of  HTML     48K  
                Carrying Amounts of Goodwill and Acquired                        
                Intangible Assets not Subject to Amortization                    
                (Detail)                                                         
25: R70         Goodwill and Other Intangible Assets - Additional   HTML     47K 
                Information (Detail)                                             
39: R71         Goodwill and Other Intangible Assets - Schedule of  HTML     50K 
                Carrying Amount and Accumulated Amortization of                  
                Acquired Intangible Assets Subject to Amortization               
                (Detail)                                                         
66: R72         Goodwill and Other Intangible Assets - Schedule of  HTML     48K 
                Amortization Charges of Intangible Assets (Detail)               
31: R73         Long-Term Debt - Schedule of Carrying Values and    HTML     89K 
                Fair Values of Notes Payable and Long-Term Debt                  
                (Detail)                                                         
122: R74         Long-Term Debt - Schedule of Carrying Values and    HTML     64K  
                Fair Values of Notes Payable and Long-Term Debt                  
                (Parenthetical) (Detail)                                         
43: R75         Long-Term Debt - Schedule of Principal Repayments   HTML     66K 
                of Long-Term Debt (Detail)                                       
34: R76         Long-Term Debt - Schedule of Principal Repayments   HTML     47K 
                of Long-Term Debt (Parenthetical) (Detail)                       
38: R77         Long-Term Debt - Additional Information (Detail)    HTML    248K 
27: R78         Derivative Instruments and Hedging Activities -     HTML     80K 
                Additional Information (Detail)                                  
30: R79         Derivative Instruments and Hedging Activities -     HTML     42K 
                Schedule of Fair Value of Derivatives by Category                
                (Detail)                                                         
88: R80         Derivative Instruments and Hedging Activities -     HTML     48K 
                Schedule of Effect of Derivative Instruments on                  
                Consolidated Statements of Operations (Detail)                   
36: R81         Income Taxes - Summary of Total Loss Before Income  HTML     41K 
                Taxes (Detail)                                                   
118: R82         Income Taxes - Provision for (Benefit From) Income  HTML     63K  
                Taxes (Detail)                                                   
63: R83         Income Taxes - Income Tax Provision (Benefit)       HTML     77K 
                (Detail)                                                         
95: R84         Income Taxes - Additional Information (Detail)      HTML     94K 
102: R85         Income Taxes - Components of Net Deferred Tax       HTML    118K  
                Liability (Detail)                                               
35: R86         Income Taxes - Summary of Activity Related to       HTML     52K 
                Unrecognized Tax Benefits (Detail)                               
37: R87         Contractual Commitments - Additional Expenditures   HTML     61K 
                and Expected Year of Payment (Detail)                            
114: R88         Contractual Commitments - Additional Information    HTML     46K  
                (Detail)                                                         
32: R89         Contingencies - Additional Information (Detail)     HTML     59K 
89: R90         Business and Geographic Segment Information -       HTML     43K 
                Schedule of Geographic Distribution of Revenue                   
                (Detail)                                                         
85: R91         Business and Geographic Segment Information -       HTML     40K 
                Additional Information (Detail)                                  
105: R92         Business and Geographic Segment Information -       HTML     62K  
                Schedule of Off-Network and On-Network Revenues                  
                (Detail)                                                         
84: R93         Related Party Transactions - Additional             HTML     52K 
                Information (Detail)                                             
71: R94         Quarterly Results of Operations (unaudited) -       HTML     59K 
                Quarterly Results of Operations (Detail)                         
110: R95         Quarterly Results of Operations - Additional        HTML     55K  
                Information (Detail)                                             
69: R96         Supplemental Consolidating Financial Information -  HTML     52K 
                Additional Information (Detail)                                  
44: R97         Supplemental Consolidating Financial Information -  HTML    329K 
                Schedule of Condensed Consolidating Balance Sheet                
                (Detail)                                                         
78: R98         Supplemental Consolidating Financial Information -  HTML    291K 
                Schedule of Condensed Consolidating Statement of                 
                Operations (Detail)                                              
73: R99         Supplemental Consolidating Financial Information -  HTML    298K 
                Schedule of Condensed Consolidating Statement of                 
                Cash Flows (Detail)                                              
56: R100        Schedule of Valuation and Qualifying Accounts       HTML     50K 
                (Detail)                                                         
121: XML         IDEA XML File -- Filing Summary                      XML    197K  
52: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   4.28M 
16: EX-101.INS  XBRL Instance -- ck0001156871-20121231               XML   6.71M 
18: EX-101.CAL  XBRL Calculations -- ck0001156871-20121231_cal       XML    383K 
19: EX-101.DEF  XBRL Definitions -- ck0001156871-20121231_def        XML   1.91M 
20: EX-101.LAB  XBRL Labels -- ck0001156871-20121231_lab             XML   2.43M 
21: EX-101.PRE  XBRL Presentations -- ck0001156871-20121231_pre      XML   2.16M 
17: EX-101.SCH  XBRL Schema -- ck0001156871-20121231                 XSD    392K 
116: ZIP         XBRL Zipped Folder -- 0001193125-13-083735-xbrl      Zip    438K  


‘EX-10.84’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.84  

Exhibit 10.84

SUPPLEMENT NO. 3 (this “Supplement”) dated as of January 31, 2013 to the GUARANTEE dated as of January 12, 2011 (the “Guarantee”), among each of the subsidiaries of INTELSAT JACKSON HOLDINGS S.A., a société anonyme existing under the laws of Luxembourg and registered with the Luxembourg trade and companies’ register under number B149.959 (the “Borrower”), from time to time party to the Guarantee (each such subsidiary individually, a “Guarantor” and, collectively, the “Guarantors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

A. Reference is made to a Credit Agreement, dated as of January 12, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among INTELSAT (LUXEMBOURG) S.A. a société anonyme incorporated under the laws of Bermuda and existing under the laws of the Grand-Duchy of Luxembourg and registered with the Luxembourg trade and companies’ register under number B149.942, the Borrower, the lending institutions from time to time parties thereto (the “Lenders”), the Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC and J.P. MORGAN SECURITIES LLC, as joint lead arrangers, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, J.P. MORGAN SECURITIES LLC , BARCLAYS CAPITAL INC., DEUTSCHE BANK SECURITIES INC., MORGAN STANLEY & CO. INCORPORATED and UBS SECURITIES LLC, as joint bookrunners, CREDIT SUISSE SECURITIES (USA) LLC and J.P. MORGAN SECURITIES LLC, as Co-Syndication Agents, BARCLAYS BANK PLC and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Documentation Agents and BANK OF AMERICA, N.A., as a Letter of Credit Issuer.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee.

C. The Guarantors have entered into the Guarantee in order to induce the Administrative Agent, Syndication Agents, Joint Lead Arrangers and the Lenders, Documentation Agents and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Credit Parties. Section 9.11 of the Credit Agreement provides that additional Subsidiaries may become Guarantors under the Guarantee by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiaries (the “New Guarantors”) are executing this Supplement in accordance with the requirements of the Credit Agreement to become Guarantors under the Guarantee in order to induce the Lenders and the Letter of Credit Issuers to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

Accordingly, the Administrative Agent and the New Guarantors agree as follows:

SECTION 1. In accordance with Section 18 of the Guarantee, each New Guarantor by its signature below hereby becomes a Guarantor under the Guarantee with the same force and effect as if originally named therein as a Guarantor and each New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a Guarantor in the Guarantee shall be deemed to include each New Guarantor. The Guarantee is hereby incorporated


herein by reference.

SECTION 2. Each New Guarantor represents and warrants to the Administrative Agent and the other Guaranteed Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity and subject to mandatory Luxembourg law provisions.

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. This Supplement shall become effective as to the New Guarantors when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Guarantors and the Administrative Agent.

SECTION 4. Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 6. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Guarantee, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.2 of the Credit Agreement. All communications and notices hereunder to the New Guarantors shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 14.2 of the Credit Agreement.

SECTION 8. Each New Guarantor agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Administrative Agent.


IN WITNESS WHEREOF, the New Guarantors and the Administrative Agent have duly executed this Supplement to the Guarantee as of the day and year first above written.

 

NEW GUARANTORS

INTELSAT ALIGN S.À R.L.,

as a New Guarantor

By:  

/s/ Simon Van de Weg

  Name: Simon Van de Weg
  Title: Manager

 

INTELSAT FINANCE NEVADA LLC,

as a New Guarantor

By:  

/s/ Wendy Mavrinac

  Name: Wendy Mavrinac
  Title: Manager

 

BANK OF AMERICA, N.A.,

as Administrative Agent

By:  

/s/ Paley Chen

  Name: Paley Chen
  Title: Vice President

[Signature page to Supplement No. 3 to Guarantee]


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/28/138-K
1/31/13
For Period end:12/31/12
1/12/118-K
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/30/21  Intelsat S.A.                     10-K       12/31/20  132:19M
Top
Filing Submission 0001193125-13-083735   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Mon., May 6, 2:11:01.1pm ET