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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 |
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 - 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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 |
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]
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/28/13 | 8-K | ||
1/31/13 | ||||
For Period end: | 12/31/12 | |||
1/12/11 | 8-K | |||
List all Filings |
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 |