Exhibit 4.39
[FORM OF EXCHANGE AGENT
AGREEMENT]
, 2007
Wells Fargo Bank, National
Association
Attn: Corporate Trust Services
213 Court Street, Suite 703
Middletown, CT 06457
Ladies and Gentlemen:
Intelsat (Bermuda), Ltd., a Bermuda
corporation (the “Company”) proposes to make an offer
(the “Exchange Offer”) to exchange up to $260,000,000
principal amount of the Company’s Floating Rate Senior Notes
due 2013 (CUSIP No. 45820E AR 3) (the “floating rate
notes due 2013”), which have been registered under the
Securities Act of 1933, as amended (the “Securities
Act”), for a like principal amount of its outstanding
Floating Rate Senior Notes due 2013 (CUSIP Nos. 45820E AP 7 and
G4803J AG 7) (the “Old 2013 Notes”), to exchange up to
$600,000,000 principal amount of the Company’s Floating Rate
Senior Notes due 2015 (CUSIP No. 458204 AC 8) (the
“Refinancing Notes”), which have been registered under
the Securities Act, for a like principal amount of its outstanding
Floating Rate Senior Notes due 2015 (CUSIP Nos. 458204 AA 2 and
G48042 AA 6) (the “Old Refinancing Notes”), to exchange
up to $1,330,000,000 principal amount of the Company’s
11 1
/ 4 % Senior
Notes Due 2016 (CUSIP No. 45820E AX 0) (the “2016
notes”), which have been registered under the Securities Act,
for a like principal amount of its outstanding 11
1
/ 4 % Senior
Notes Due 2016 (CUSIP Nos. 45820E AV 4 and G4803J AJ 1) (the
“Old 2016 Notes”), and to exchange up to $750,000,000
principal amount of the Company’s 9 1 / 4
% Senior Notes Due 2016 (CUSIP
No. 45820E AU 6) (the “guaranteed notes” and,
together with the floating rate notes due 2013, the Refinancing
Notes and the 2016 notes, the “New Notes”), which have
been registered under the Securities Act, for a like principal
amount of its outstanding 9 1 / 4
% Senior Notes Due 2016 (CUSIP Nos.
45820E AS 1 and G4803J AH 5) (the “Old Guaranteed
Notes” and, together with the Old Floating Rate Notes due
2013, the Old Refinancing Notes and the Old 2016 Notes, the
“Old Notes”).
The terms and conditions of the
Exchange Offer as currently contemplated are set forth in a
prospectus, dated
,
2007 (the “Prospectus”), included in the
Company’s Registration Statement on Form S-4, as amended (the
“Registration Statement”), filed with the Securities
and Exchange Commission. The Old Notes and the New Notes are
collectively referred to herein as the
“Securities.”
The Company hereby appoints Wells
Fargo Bank, National Association as the exchange agent (the
“Exchange Agent”) in connection with the Exchange
Offer. References hereinafter to “you” refer to Wells
Fargo Bank, National Association, in its capacity as Exchange
Agent.
The Exchange Offer is expected to be
commenced by the Company on or about
, 2007. The Letter of Transmittal, the Notice of Guaranteed
Delivery, the Letter to Registered Holders, the Letter to
Depository Trust Company Participants, the Letter to Clients and
the Instructions to Registered Holder from Beneficial Owner
(collectively, the “Tender Documents”) accompanying the
Prospectus (or in the case of book-entry securities, the Automated
Tender Offer Program (“ATOP”) of the Book-Entry
Transfer Facility (as defined below)) is to be used by the holders
of the Old Notes to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for Old
Notes tendered in connection therewith.
The Exchange Offers will expire at
5:00 p.m., New York City time, on
, 2007 or on such subsequent date or time to which the Company may
extend the Exchange Offer (the “Expiration Date”).
Subject to the terms and conditions set forth in the Prospectus,
the Company expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving
oral or written notice to you and by notifying in writing or by
public announcement the registered holders of the Old Notes, before
9:00 a.m., New York City time, on the business day following the
previously scheduled Expiration Date.
The Company expressly reserves the
right to amend or terminate the Exchange Offer, and not to accept
for exchange any Old Notes not therefore accepted for exchange,
upon the
occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption
“The Exchange Offer — Conditions to the Exchange
Offer.” The Company will give written notice of any
amendment, termination or non-acceptance to you as promptly as
practicable.
In carrying out your duties as
Exchange Agent, you are to act in accordance with the
following:
1. You shall perform such duties and
only such duties as are specifically set forth in the section of
the Prospectus entitled “The Exchange Offer” or as
specifically set forth herein; provided , however ,
that in no way will your general duty to act in good faith be
discharged by the foregoing.
2. You shall establish book-entry
accounts in accordance with SEC regulations with respect to each of
the Old Notes at The Depository Trust Company (the “Book
Entry Transfer Facility”) for purposes of the Exchange Offer
within two business days after the date of the Prospectus, and any
financial institution that is a participant in the Book Entry
Transfer Facility’s systems may, until the Expiration Date,
make book-entry delivery of the Old Notes by causing the Book
Transfer Facility to transfer such Old Notes into the appropriate
account in accordance with the Book Entry Transfer Facility’s
procedure for such transfer.
3. You shall examine each of the
Letters of Transmittal and certificates for the Old Notes (or
confirmation of book-entry transfer into the accounts at the
Book-Entry Transfer Facility) and any other documents delivered or
mailed to you by or for holders of the Old Notes to ascertain
whether: (1) the Letters of Transmittal and any such other
documents are duly executed and properly completed in accordance
with the instructions set forth therein; and (2) the Old Notes
have otherwise been properly tendered. In each case where the
Letter of Transmittal or any other document has been improperly
completed or executed or any of the certificates for Old Notes are
not in proper form for transfer or some other irregularity in
connection with the acceptance of the applicable Exchange Offer
exists, you shall make commercially reasonable efforts to inform
the presenters of the need for fulfillment of all requirements and
to take any other action as may be commercially reasonable to cause
such irregularity to be corrected.
4. With the written approval of the
President or Chief Financial Officer (the “Executive
Officers”) of the Company, or any other party designated in
writing by such an officer, you may waive any irregularities in
connection with any tender of Old Notes pursuant to the Exchange
Offer.
5. Tenders of Old Notes may be made
only as set forth in the Letter of Transmittal and in the section
of the Prospectus captioned “The Exchange Offer —
Procedures for Tendering your Original Notes,” and Old Notes
shall be considered properly tendered to you only when tendered in
accordance with the procedures set forth therein.
6. You shall advise the Company with
respect to any Old Notes received subsequent to the Expiration Date
and accept its instructions with respect to disposition of such Old
Notes.
7. You shall accept
tenders:
a. in cases where the Old Notes are
registered in two or more names only if signed by all named
holders;
2
b. in cases where the signing person
(as indicated in the Letter of Transmittal) is acting in a
fiduciary or a representative capacity only if proper evidence of
his or her authority so to act is submitted; and
c. from persons other than the
registered holder of Old Notes, only if customary transfer
requirements, including payment of any applicable transfer taxes,
are fulfilled.
8. You shall accept partial tenders
of Old Notes where so indicated and as permitted in the Letter of
Transmittal and deliver certificates for Old Notes to the registrar
for separation and return any untendered Old Notes to the holder
(or such other person as may be designated in the Letter of
Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.
9. Upon satisfaction or waiver of
all of the conditions to the Exchange Offer, the Company shall
notify you in writing of its acceptance, promptly after the
Expiration Date, of all Old Notes properly tendered and you, on
behalf of the Company, shall exchange such Old Notes for New Notes,
and cause such Old Notes to be cancelled. Delivery of New Notes
shall be made on behalf of the Company by you at the rate of $1,000
principal a
