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Exhibit
10.16
EXECUTION COPY
ASSUMPTION AGREEMENT (this
“ Assumption Agreement ”) made as of
February 4, 2008, among Serafina Acquisition Limited, a
Bermuda exempted company (the “ Borrower ”),
Intelsat (Bermuda), Ltd., a Bermuda exempted company (the “
Successor ”) and Credit Suisse, Cayman Islands Branch,
in its capacity as administrative agent for the Lenders (in such
capacity, the “ Administrative Agent
”).
W I T N E S S E T H
:
WHEREAS the Borrower has
heretofore executed and delivered to the Administrative Agent
(a) a $2,805,000,000 Senior Unsecured Bridge Loan Credit
Agreement dated as of February 4, 2008, among the Borrower,
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
Borrower, the several lenders party thereto, Credit Suisse, Cayman
Islands Branch, as Administrative Agent, and the other parties
thereto (each a “ Bridge Loan Agreement ” and,
together the “ Bridge Loan Agreements
”);
WHEREAS on the date hereof,
the Borrower has assigned all of its liabilities and obligations
with respect to the Bridge Loan Agreements and the Loans thereunder
to the Successor (the “ Transfe r”);
WHEREAS Section 10.10(d)
of each of the Bridge Loan Agreements provides that in connection
with the Transfer, the Successor is required to execute and deliver
to the Administrative Agent a document pursuant to which the
Successor expressly assumes all of the obligations of the Borrower
under such Bridge Loan Agreement and the Loans on the terms and
conditions set forth herein;
WHEREAS Section 10.10(d)
of each of the Bridge Loan Agreements expressly permits the
Transfer;
WHEREAS pursuant to
Section 10.11 of each of the Bridge Loan Agreements,
concurrently with the Transfer permitted under
Section 10.10(d) of each of the Bridge Loan Agreements, the
Successor shall succeed to and be substituted for, and may exercise
every right and power of, the Borrower under such Bridge Loan
Agreement with the same effect as if such Successor has been named
as the Borrower in such Bridge Loan Agreement, and the Borrower
shall thereby be released of its obligations and liabilities under
the Bridge Loan Agreements and the Loans;
WHEREAS in accordance with
Section 14.1(a)(ii) of each of the Bridge Loan Agreements, the
parties hereto desire to amend such Bridge Loan Agreement as
described below; and
WHEREAS pursuant to
Section&nb
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