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Exhibit
10.15
EXECUTION COPY
ASSIGNMENT AND ASSUMPTION
AGREEMENT
Assignment and Assumption
Agreement (the “ Agreement ”) made as of
February 4, 2008, by and among Serafina Acquisition Limited, a
Bermuda exempted company (“ Transferor ”), and
Intelsat (Bermuda), Ltd., a Bermuda exempted company and indirect
wholly-owned subsidiary of the Transferor (the “
Transferee ”).
WHEREAS , Transferor
has entered into that certain Share Purchase Agreement (the “
Share Purchase Agreement ”), dated June 19, 2007,
by and among the Transferor, Intelsat Holdings, Ltd. (“
Intelsat Holdings ”), certain shareholders of Intelsat
Holdings and Serafina Holdings Limited (“ Serafina
Holdings ”, the parent of the Transferor, formed by funds
controlled by BC Partners Holdings Limited and certain other
investors), pursuant to which the Transferor and Serafina Holdings
will acquire 100% of the primary equity ownership of Intelsat
Holdings (the “ New Sponsors Acquisition Transactions
”);
WHEREAS , promptly
after the consummation of the New Sponsors Acquisition
Transactions, the Transferee will transfer certain of its assets
and liabilities to a newly formed direct wholly-owned subsidiary,
Intelsat Jackson Holdings, Ltd. (the “ Intelsat Bermuda
Transfer ”);
WHEREAS , in
connection with the New Sponsors Acquisition Transactions, the
Transferor will enter into (a) a $2,805,000,000 Senior
Unsecured Bridge Loan Credit Agreement, dated as of
February 4, 2008, among the Transferor, the several lenders
party thereto, Credit Suisse, Cayman Islands Branch, as
Administrative Agent, and the other parties thereto and (b) a
$2,155,000,000 Senior Unsecured PIK Election Bridge Loan Credit
Agreement, dated as of February 4, 2008, among the Transferor,
the several lenders party thereto, Credit Suisse, Cayman Islands
Branch, as Administrative Agent, and the other parties thereto (the
“ Bridge Loan Agreements ”);
WHEREAS , it is
proposed that, immediately following the consummation of the New
Sponsors Acquisition Transactions and the Intelsat Bermuda Transfer
(such time, the “ Drop Down Effective Time ”),
Transferor transfer certain of its assets and liabilities (other
than the assets and liabilities of Transferor set forth on
Schedules A and B hereto) to Transferee, and Transferee assume
certain of Transferor’s liabilities, including its
liabilities pursuant to the Bridge Loan Agreements;
NOW THEREFORE , the
Transferee and the Transferor, intending to be legally bound agree
as follows:
Section 1.
Contribution of Assets . With effect at the Drop Down
Effective Time, Transferor hereby contributes, sells, transfers,
conveys, assigns and delivers to Transferee, and Transferee hereby
acquires, all of Transferor’s rights, title and interest in
and to all of the properties, assets, contracts, rights,
privileges, and interests of whatever kind or nature, real or
personal, tangible or intangible, of Transferor, wherever located
(whether in possession of Transferor, its subsidiaries or
affiliates or other third parties) (the “ Contributed
Assets ”); provided, that the Contributed Assets shall
not include any of the assets listed on Schedule A (the
“ Excluded Assets ”).
Section 2. Assumption
of Liabilities . With effect at the Drop Down Effective Time,
Transferee, in consideration of the contribution of the Contributed
Assets, hereby expressly assumes and hereafter shall be responsible
for the payment, performance and discharge as
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