Exhibit 99.2
SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) dated as of June 29,
2009, among Intelsat Intermediate Holding Company, Ltd. (the
“Intermediate”), Intelsat, Ltd. (together with
Intermediate, the “Issuer”), the guarantors executing
this Supplemental Indenture, and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, as trustee under the
indenture referred to below (the “Trustee”), under the
Indenture dated as of June 27, 2008 (the
“Indenture”).
W I T N E S S E T H :
WHEREAS the Issuer, and the
Guarantors have heretofore executed and delivered the Indenture,
providing for the issuance of the 9.500% senior discount notes due
2015 as of June 27, 2008 (the “Original
Notes”);
WHEREAS pursuant to
Section 9.01(viii) of the Indenture, the Issuer and the
Trustee may amend this Indenture without notice to or consent of
any Holder to make any change that does not adversely affect the
rights of any Holder;
WHEREAS pursuant to
Section 9.06 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture;
WHEREAS, the Issuer has heretofore
delivered or is delivering contemporaneously herewith to the
Trustee the Officers’ Certificate and the Opinion of Counsel
described in Section 11.04 of the Indenture; and
WHEREAS, all other acts and
proceedings required by law and the Indenture necessary to
authorize the execution and delivery of this Supplemental Indenture
and to make this Supplemental Indenture a valid and binding
agreement for the purposes expressed herein, in accordance with its
terms, have been complied with or have been duly done or
performed.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged the Issuer and the Trustee
mutually covenant and agree for the equal and ratable benefit of
the holders of the Notes as follows:
ARTICLE ONE
AMENDMENTS
.
SECTION 1.01. Amendment of the
Original Note . Notwithstanding anything to the contrary in
this Indenture or the Appendix, the Original Notes, as of
June 29, 2009, shall be amended such that the Original Notes
shall no longer bear the
