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Exhibit
10.6
EXECUTION COPY
NEW GUARANTEE AGREEMENT (this
“ New Guarantee Agreement ”) dated as of
February 4, 2008, among Intelsat (Bermuda), Ltd., a Bermuda
exempted company (the “ New Guarantor ”),
Intelsat Jackson Holdings, Ltd., a Bermuda exempted company (the
“ Borrower ”) 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 Intelsat (Bermuda),
Ltd. as it existed prior to the Transfer described below (“
Intelsat Bermuda ”) and Intelsat, Ltd. (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 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 ”) 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 prior hereto Intelsat
Bermuda transferred certain of its assets and liabilities to the
Borrower (the “ Transfe r”);
WHEREAS Intelsat Bermuda, the
Borrower and the Guarantors have heretofore executed and delivered
to the Administrative Agent an Assumption and Affirmation Agreement
dated as of February [ ], 2008, whereby the
Borrower assumed all of Intelsat Bermuda’s obligations under
the Credit Agreement and the Loans, and the Guarantors confirmed
that each of their guarantees applies to the Borrower’s
obligations under the Credit Agreement and the Loans on the terms
and subject to the conditions set forth in the Credit Agreement and
the Loans;
WHEREAS the New Guarantor
desires to execute and deliver to the Administrative Agent the New
Guarantee Agreement pursuant to which the New Guarantor shall
unconditionally guarantee all of the Borrower’s obligations
under the Credit Agreement and the Loans pursuant to a Guarantee on
the terms and conditions set forth herein; and
WHEREAS pursuant to
Section 14.1(a)(iii) of the Credit Agreement, the Borrower and
the Administrative Agent are authorized to execute and deliver this
New Guara
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