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Exhibit
10.5
EXECUTION COPY
ASSUMPTION AND AFFIRMATION
AGREEMENT (this “ Assumption and Affirmation Agreement
”) dated as of February 4, 2008, among Intelsat
(Bermuda), Ltd., a Bermuda exempted company (the “
Borrower ”), Intelsat Jackson Holdings, Ltd., a
Bermuda exempted company (the “ Successor ”),
Intelsat, Ltd. (the “ Parent Guarantor ”),
Intelsat Subsidiary Holding Company, Ltd., Intelsat Holdings LLC,
Intelsat LLC, Intelsat Global Sales & Marketing Ltd.,
Intelsat USA Sales Corp., Intelsat USA License Corp., Intelsat
Global Service Corporation and Intelsat UK Financial Services Ltd.
(collectively, the “ Subsidiary Guarantors ”,
and together with the Parent Guarantor, the “
Guarantors ”) and Bank of America, N.A., 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 and the
Parent Guarantor have heretofore executed and delivered to the
Administrative Agent a $1,000,000,000 Senior Unsecured Credit
Agreement (as amended, supplemented or otherwise modified, the
“ Credit Agreement ”) dated as of
February 2, 2007, and the Subsidiary Guarantors have
heretofore executed and delivered to the Administrative Agent a
Guarantee dated as of February 2, 2007 providing for the
guarantee of the Borrower’s obligations under the Credit
Agreement and the Loans;
WHEREAS, on the date hereof,
the Borrower has transferred certain of its assets and liabilities
to the Successor (the “ Transfe r”);
WHEREAS Section 10.10 of
the Credit Agreement 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 the
Credit Agreement and the Loans on the terms and conditions set
forth herein;
WHEREAS Section 10.10 of
the Credit Agreement provides that in connection with the Transfer,
the Successor is required to be a corporation, partnership or
limited liability company organized or existing under the laws of
the United States, any state thereof, the District of Columbia, or
any territory thereof, under the laws of the jurisdiction of
organization of the Borrower or under the laws of Bermuda or any
country that is a member of the European Union;
WHEREAS the Successor is
incorporated under the laws of Bermuda;
WHEREAS Section 10.10 of
the Credit Agreement provides that in connection with the Transfer
the Borrower is required to cause the Guarantors to execute and
deliver to the Administrative Agent a document pursuant to which
each Guarantor shall confirm that its guarantee shall apply to the
Successor’s obligations under the Credit Agreement and the
Loans;
WHEREAS pursuant to
Section 10.11 of the Credit Agreement, concurrently with the
Transfer in accordance with or permitted by Section 10.10 of
the Credit Agreement, the Successor shall succeed to and be
substituted for, and may exercise every right and power of, the
Borrower under the Credit Agreement with the same effect as if such
Successor had been named as the Borrower in the Credit Agreement,
and the Borrower shall thereby be released of its obligations under
the Credit Agreement and the Loans;
WHEREAS in accordance with
Section 14.1(a)(ii) of the Credit Agreement, the parties
hereto desire to amend the Credit Agreement as described below;
and
WHEREAS pursuant to
Section 14.1(a)(ii) of the Credit Agreement, the Borrower and
the Administrative Agent are authorized to execute and deliver this
Assumption and Affirmation Agreement;
NOW THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Borrower, the Successor, the Guarantors, and the Administrative
Agent mutually covenant and agr
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