Second Amended and Restated Bye-Laws of Intelsat Global.



 Exhibit 10.29 
 SECOND 
 AMENDED AND RESTATED BYE-LAWS 
 OF 
 INTELSAT GLOBAL, LTD. 
 Adopted on 6 May, 2009 
  

					
	  
	 		 	
	Secretary	 		 	








 TABLE OF CONTENTS 
  


					
	 INTERPRETATION
	  	1
			
	1.	  	Definitions	  	1
		
	 SHARES
	  	3
			
	2.	  	Power to Issue Shares	  	3
	3.	  	Power of the Company to Purchase its Shares	  	3
	4.	  	Rights Attaching to Shares	  	3
	5.	  	Calls on Shares	  	5
	6.	  	Prohibition on Financial Assistance	  	6
	7.	  	Forfeiture of Shares	  	6
	8.	  	Share Certificates	  	7
	9.	  	Fractional Shares	  	7
		
	 REGISTRATION OF SHARES
	  	7
			
	10.	  	Register of Members	  	7
	11.	  	Registered Holder Absolute Owner	  	8
	12.	  	Transfer of Registered Shares	  	8
	13.	  	Transmission of Registered Shares	  	9
		
	 ALTERATION OF SHARE CAPITAL
	  	10
			
	14.	  	Power to Alter Capital	  	10
	15.	  	Variation of Rights Attaching to Shares	  	10
		
	 DIVIDENDS AND CAPITALISATION
	  	10
			
	16.	  	Dividends	  	10
	17.	  	Power to Set Aside Profits	  	11
	18.	  	Method of Payment	  	11
	19.	  	Capitalisation	  	11
		
	 MEETINGS OF MEMBERS
	  	12
			
	20.	  	Annual General Meetings	  	12
	21.	  	Special General Meetings	  	12
	22.	  	Requisitioned General Meetings	  	12
	23.	  	Notice	  	12
	24.	  	Giving Notice and Access	  	13
	25.	  	Postponement of General Meeting	  	13
	26.	  	Electronic Participation in Meetings	  	14
	27.	  	Quorum at General Meetings	  	14
	28.	  	Chairman to Preside at General Meetings	  	14
	29.	  	Voting on Resolutions	  	14
	30.	  	Power to Demand a Vote on a Poll	  	15
	31.	  	Voting by Joint Holders of Shares	  	16
	32.	  	Instrument of Proxy	  	16
	33.	  	Representation of Corporate Member	  	17
	34.	  	Adjournment of General Meeting	  	17
	35.	  	Written Resolutions	  	17
	36.	  	Directors Attendance at General Meetings	  	18
		
	 DIRECTORS AND OFFICERS
	  	18
			
	37.	  	Election of Directors	  	18
	38.	  	Number of Directors	  	18
	39.	  	Term of Office of Directors	  	18
	40.	  	Alternate Directors	  	18
	41.	  	Removal of Directors	  	19
	42.	  	Vacancy in the Office of Director	  	19
	43.	  	Remuneration of Directors	  	19
	44.	  	Defect in Appointment	  	20
	45.	  	Directors to Manage Business	  	20
	46.	  	Powers of the Board of Directors	  	20
	47.	  	Register of Directors and Officers	  	21
	48.	  	Appointment of Officers	  	21
	49.	  	Appointment of Secretary	  	21
	50.	  	Duties of Officers	  	21
	51.	  	Remuneration of Officers	  	21
	52.	  	Conflicts of Interest	  	22
	53.	  	Indemnification and Exculpation of Directors and Officers	  	22
		
	 MEETINGS OF THE BOARD OF DIRECTORS
	  	23
			
	54.	  	Board Meetings	  	23
	55.	  	Notice of Board Meetings	  	23
	56.	  	Electronic Participation in Meetings	  	23
	57.	  	Quorum at Board Meetings	  	12
	58.	  	Board to Continue in the Event of Vacancy	  	23
	59.	  	Chairman to Preside	  	24
	60.	  	Written Resolutions	  	24
	61.	  	Validity of Prior Acts of the Board	  	24
		
	 CORPORATE RECORDS
	  	24
			
	62.	  	Minutes	  	24
	63.	  	Place Where Corporate Records Kept	  	24
	64.	  	Form and Use of Seal	  	24
		
	 ACCOUNTS
	  	25
			
	65.	  	Books of Account	  	25
	66.	  	Financial Year End	  	25
		
	 AUDITS
	  	25
			
	67.	  	Annual Audit	  	25
	68.	  	Appointment of Auditor	  	25
	69.	  	Remuneration of Auditor	  	25
	70.	  	Duties of Auditor	  	26
	71.	  	Access to Records	  	26
	72.	  	Financial Statements	  	26
	73.	  	Distribution of Auditor’s Report	  	26
	74.	  	Vacancy in the Office of Auditor	  	26
		
	 VOLUNTARY WINDING-UP AND DISSOLUTION
	  	26
			
	75.	  	Winding-Up	  	26
		
	 CHANGES TO CONSTITUTION
	  	27
			
	76.	  	Changes to Bye-laws	  	27
	77.	  	Changes to the Memorandum of Association	  	27
	78.	  	Discontinuance	  	27









			
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 INTERPRETATION 
  

	1.	Definitions 

  

	 	1.1	In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively: 

  

			
	Act	  	the Companies Act 1981 as amended from time to time;
		
	Alternate Director	  	an alternate director appointed in accordance with these Bye-laws;
		
	Auditor	  	includes an individual or partnership;
		
	Board	  	the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of
directors at which there is a quorum;
		
	Class A Shares	  	has the meaning assigned in Bye-law 4.1(i);
		
	Class B Shares	  	has the meaning assigned in Bye-law 4.1(ii);
		
	Company	  	the company for which these Bye-laws are approved and confirmed;
		
	Director	  	a director of the Company and shall include an Alternate Director;
		
	Management Agreement	  	the Management Shareholders Agreement dated on or about the date of adoption of these Bye-laws by and among the Company, the sponsor shareholders, as defined in Section 16 thereof and each of
the individual shareholders who become parties thereto from time to time in accordance with the terms thereof (the “Management Shareholders”);
		
	Member	  	the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name
stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;









			
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	notice	  	written notice as further provided in these Bye-laws unless otherwise specifically stated;
		
	Officer	  	any person appointed by the Board to hold an office in the Company;
		
	Register of Directors and Officers	  	the register of directors and officers referred to in these Bye-laws;
		
	Register of Members	  	the register of members referred to in these Bye-laws;
		
	Resident Representative	  	any person appointed to act as resident representative and includes any deputy or assistant resident representative;
		
	Secretary	  	the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the
duties of the Secretary;
		
	SL Shareholders Agreement	  	the Shareholders Agreement dated on or about the date of adoption of these Bye-laws by and between the Company, the shareholders listed on Schedule A thereto (the “BC Investors”)
and the shareholders listed on Schedule B thereto (“Silver Lake”); and
		
	Treasury Share	  	a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been
cancelled.

  

	 	1.2	In these Bye-laws, where not inconsistent with the context: 

  

	a)	words denoting the plural number include the singular number and vice versa; 

  

	b)	words denoting the masculine gender include the feminine and neuter genders; 

  

	c)	words importing persons include companies, associations or bodies of persons whether corporate or not; 

  

	d)	the words: 

  

	 	(i)	“may” shall be construed as permissive; and 

  

	 	(ii)	“shall” shall be construed as imperative; and 









			
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	e)	unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws. 

  

	 	1.3	In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography,
electronic mail and other modes of representing words in visible form. 

  

	 	1.4	Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof. 

 SHARES 
  

	2.	Power to Issue Shares 

  

	 	2.1	Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any
existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or
such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe. 

  

	 	2.2	Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be
redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion). 

  

	3.	Power of the Company to Purchase its Shares 

  

	 	3.1	The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.


  

	 	3.2	The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act. 

  

	4.	Rights Attaching to Shares 

  

	 	4.1	Subject to any resolution of the Members to the contrary (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of
shares), the share capital shall be divided into two classes of shares as follows: 

  

	 	(i)	18,000,000 class A shares of US$0.001 each (“Class A Shares”); and 

  

	 	(ii)	1,800,000 class B shares of US$0.001 each (“Class B Shares”). 









			
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	 	4.2	The Class A Shares shall, subject to these Bye-laws, have the following rights and restrictions: 

  

	a)	be entitled to one vote per share; 

  

	b)	be entitled to such dividends as the Board may from time to time declare; provided that holders of Class A Shares shall be entitled to receive Distributions (as defined
below) equal to their Paid-in-Capital (as defined below) before holders of Class B Shares are entitled to receive any Distributions and, after each holder of Class A Shares has received Distributions equal to such Class A holder’s
Paid-in-Capital with respect to each Class A Share, the holders of Class B Shares and holders of Class A Shares shall be entitled to receive Distributions ratably based upon the proportionate number of outstanding common shares of the
Company held by each such shareholder; provided that at the time of any Distribution of Class A Shares to the holders of Class A Shares (a “Class A Share Distribution”), the Company shall simultaneously make a Class
B Share distribution to the holders of Class B Shares in an amount necessary to maintain the proportion of Class A Shares to Class B Shares in effect as of the date of such Class A Share Distribution; and provided, further,
that for purposes of determining the value of the Class A Shares distributed pursuant to any Class A Share Distribution, the value of each Class A Share shall be equal to the excess of (x) the value of a Class A Share over
(y) the value of a Class B Share, in each case, determined as of the date of such Class A Share Distribution. For purposes of these Bye-laws, (i) “Distributions” shall mean (A) distributions of Class A Shares,
(B) distributions in liquidation of the Company, and (C) other distributions payable to shareholders for which such an entitlement to receive such distribution would not prevent the Class A Shares from qualifying as “service
recipient stock” within the meaning of Department of Treasury Regulation Section 1.409A-1(b)(5)(iii); (ii) “Paid-in-Capital” shall mean, (A) with respect to each Class A Restricted Share issued on February 4,
2008 (the “Closing Date”), the fair market value of such Class A Share on the Closing Date (which, for the avoidance of doubt, was $100 per share), (B) with respect to each Class A Share acquired upon exercise of any
Rollover Option (as defined below), the fair market value of such Class A Share on the Closing Date and (C) with respect to any other Class A Share, the purchase price paid by such shareholder for such Class A Share (including,
without limitation, the exercise price paid upon exercise of any underlying Share Option); and (iii) “Rollover Option” shall mean a non-qualified stock option issued to a optionholder on the Closing Date in consideration for the
termination and cancellation of one or more stock rights issued under the Intelsat Holdings, Ltd. Share Incentive Plan; 

  

	c)	in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of
capital, be entitled to the surplus assets of the Company in preference to the holders of the Class B Shares of the Company until the holders of the Class A Shares receive their Paid-in-Capital with respect to each Class A Share, and
thereafter such surplus assets shall be shared ratably among the holders of the Class A Shares and the Class B Shares; 

  

	d)	in the case of Class A Shares held by Management Shareholders, shall be entitled to the rights and subject to the obligations of a Management Shareholder as set out in
Section 13 of the Management Agreement; and 

  

	e)	subject to the foregoing, generally be entitled to enjoy all of the rights attaching to shares. 

  

	 	4.3	The Class B Shares shall, subject to these Bye-laws, have the following rights and restrictions: 









			
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	a)	be entitled to one vote per share and, except as provided in the Act, the Class B Shares shall always vote together with the holders of the Class A Shares at general
meetings of the Members; 

  

	b)	be entitled to such Distributions as the Board may from time to time declare ratably with the holders of the Class A Shares; provided that holders of Class B Shares
shall not be entitled to receive their percentage interest of all Distributions paid to shareholders until each holder of Class A Shares receives Distributions equal to their Paid-in-Capital with respect to each Class A Share, and,
thereafter, the holders of Class B Shares and holders of Class A Shares shall be entitled to receive Distributions ratably based upon the proportionate number of outstanding common shares of the Company held by each such shareholder;
provided that at the time of any Distribution of Class A Shares to the holders of Class A Shares (a “Class A Share Distribution”), the Company shall simultaneously make a Class B Share distribution to the holders of
Class B Shares in an amount necessary to maintain the proportion of Class A Shares to Class B Shares in effect as of the date of such Class A Share Distribution; and provided, further, that for purposes of determining the
value of the Class A Shares distributed pursuant to any Class A Share Distribution, the value of each Class A Share shall be equal to the excess of (x) the value of a Class A Share over (y) the value of a Class B Share,
in each case, determined as of the date of such Class A Share Distribution; 

  

	c)	subject to the priority given to the Class A Shares in Bye-law 4.2(c), in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or
for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to share ratably in the surplus assets of the Company with the Class A Shares; 

  

	d)	shall be entitled to the rights and subject to the obligations of a Management Shareholder as set out in Section 13 of the Management Agreement; and


  

	e)	subject to the foregoing, generally be entitled to enjoy all of the rights attaching to shares. 

  

	 	4.4	All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the
Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company. 

  

	5.	Calls on Shares 

  

	 	5.1	The Board may make such calls as it thinks fit upon the Members in respect of any moneys (whether in respect of nominal value or premium) unpaid on the shares allotted to or
held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may
determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls. 

  

	 	5.2	The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof. 









			
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	 	5.3	The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.


  

	6.	Prohibition on Financial Assistance 

 The Company
shall not give, whether directly or indirectly, whether by means of loan, guarantee, provision of security or otherwise, any financial assistance for the purpose of the acquisition or proposed acquisition by any person of any shares in the Company,
but nothing in this Bye-law shall prohibit transactions permitted under the Act. 
  

	7.	Forfeiture of Shares 

  

	 	7.1	If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time
thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following: 

 Notice of Liability to Forfeiture for Non-Payment of Call 
 Intelsat Global, Ltd. (the “Company”) 
 You have failed to pay the call of [amount of call] made
on the [    ] day of [        ], 200[    ], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on
the [    ] day of [        ], 200[  ], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate
of [    ] per annum computed from the said [    ] day of [        ], 200[    ] at the registered office of the Company the share(s) will be liable to
be forfeited. 
 Dated this [    ] day of [            ],
200[    ] 
  

					
	  
	  		  	
	[Signature of Secretary] By Order of the Board	  		  	

  

	 	7.2	If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be
forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take
place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act. 

  

	 	7.3	A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the
time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith. 









			
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	 	7.4	The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a
surrendered share shall be treated as if it had been forfeited. 

  

	8.	Share Certificates 

  

	 	8.1	Every Member shall be entitled to a certificate under the common seal of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a
person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution
determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. 

  

	 	8.2	The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been
allotted. 

  

	 	8.3	If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be
issued and request an indemnity for the lost certificate if it sees fit. 

  

	9.	Fractional Shares 

 The Company may issue its shares
in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares
including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up. 
 REGISTRATION OF SHARES 
  

	10.	Register of Members 

  

	 	10.1	The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act. 

  

	 	10.2	The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as
the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole
thirty days in each year. 









			
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	11.	Registered Holder Absolute Owner 

 The Company shall
be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person. 
  

	12.	Transfer of Registered Shares 

  

	 	12.1	An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:


 Transfer of a Share or Shares 
 Intelsat Global, Ltd. (the “Company”) 
 FOR VALUE RECEIVED...................
[amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] shares of the Company. 
  

			
	DATED this [    ] day of [        ], 200[    ]	    	
		
	Signed by:	    	In the presence of:
		
	  
	    	  

		
	Transferor	    	Witness
		
	  
	    	  

		
	Transferee	    	Witness

  

	 	12.2	Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the
instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Members.


  

	 	12.3	The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer. 

  

	 	12.4	The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly
with a deceased Member may transfer any such share to the executors or administrators of such deceased Member. 

  

	 	12.5	The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. The Board shall refuse to register a transfer
unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on
which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. 









			
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	13.	Transmission of Registered Shares 

  

	 	13.1	In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member
where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder
from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased
Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member. 

  

	 	13.2	Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem
sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near
thereto as circumstances admit, of the following: 

 Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

 Intelsat Global, Ltd. (the “Company”) 
 I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said
[name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to
the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said
share(s) subject to the same conditions. 
  

			
	DATED this [    ] day of [        ], 200[    ]	    	
		
	Signed by:	    	In the presence of:
		
	  
	    	  

		
	Transferor	    	Witness
		
	  
	    	  

		
	Transferee	    	Witness

  

	 	13.3	On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall
be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member’s death
or bankruptcy, as the case may be. 









			
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	 	13.4	Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or
holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders. 

 ALTERATION OF SHARE CAPITAL 
  

	14.	Power to Alter Capital 

  

	 	14.1	The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or
reduce its share capital in any manner permitted by the Act. 

  

	 	14.2	Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner
as it thinks fit. 

  

	15.	Variation of Rights Attaching to Shares 

 If, at any
time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the
consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which
meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall
not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 
 DIVIDENDS AND CAPITALISATION 
  

	16.	Dividends 

  

	 	16.1	The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and
such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company. 









			
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	 	16.2	The Board may fix any date as the record date for determining the Members entitled to receive any dividend. 

  

	 	16.3	The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. 

  

	 	16.4	The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution
shall bear interest as against the Company. 

  

	17.	Power to Set Aside Profits 

 The Board may, before
declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose. 
  

	18.	Method of Payment 

  

	 	18.1	Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by cheque or draft sent through the post directed to the Member at such
Member’s address in the Register of Members, or to such person and to such address as the holder may in writing direct. 

  

	 	18.2	In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or draft sent through the post
directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an
effectual receipt for any dividend paid in respect of such shares. 

  

	 	18.3	The Board may deduct from the dividends or distributions payable to any Member all moneys due from such Member to the Company on account of calls or otherwise.


  

	19.	Capitalisation 

  

	 	19.1	The Board may capitalise any amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the
profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members. 

  

	 	19.2	The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying
such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution. 









			
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 MEETINGS OF MEMBERS 
  

	20.	Annual General Meetings 

 The annual general meeting
shall be held in each year (other than the year of incorporation) at such time and place as the President or the Chairman (if any) or any two Directors or any Director and the Secretary or the Board shall appoint. 
  

	21.	Special General Meetings 

 The President or the
Chairman (if any) or any two Directors or any Director and the Secretary or the Board may convene a special general meeting whenever in their judgment such a meeting is necessary. 
  

	22.	Requisitioned General Meetings 

 The Board shall, on
the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith
proceed to convene a special general meeting and the provisions of the Act shall apply. 
  

	23.	Notice 

  

	 	23.1	At least five days’ notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the
meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting. 

  

	 	23.2	At least five days’ notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general
nature of the business to be considered at the meeting. 

  

	 	23.3	The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting. 

  

	 	23.4	A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed
by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not
less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting. 

  

	 	23.5	The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting. 









			
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	24.	Giving Notice and Access 

  

	 	24.1	A notice may be given by the Company to a Member: 

  

	a)	by delivering it to such Member in person; or 

  

	b)	by sending it by letter mail or courier to such Member’s address in the Register of Members; or 

  

	c)	by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the
Company for such purpose; or 

  

	d)	in accordance with Bye-law 24.4. 

  

	 	24.2	Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the
Register of Members and notice so given shall be sufficient notice to all the holders of such shares. 

  

	 	24.3	Any notice (save for one delivered in accordance with Bye-law 24.4) shall be deemed to have been served at the time when the same would be delivered in the ordinary course of
transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier, or transmitted by electronic means.


  

	 	24.4	Where a Member indicates his consent (in a form and manner satisfactory to the Board), to receive information or documents by accessing them on a website rather than by other
means, or receipt in this manner is otherwise permitted by the Act, the Board may deliver such information or documents by notifying the Member of their availability and including therein the address of the website, the place on the website where
the information or document may be found, and instructions as to how the information or document may be accessed on the website. 

  

	 	24.5	In the case of information or documents delivered in accordance with Bye-law 24.4, service shall be deemed to have occurred when (i) the Member is notified in accordance
with that Bye-law; and (ii) the information or document is published on the website. 

  

	25.	Postponement of General Meeting 

 The Secretary may
postpone any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement is given to the Members before the time for such meeting. Fresh notice of the date,
time and place for the postponed meeting shall be given to each Member in accordance with these Bye-laws. 








			
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	26.	Electronic Participation in Meetings 

 Members may
participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in
such a meeting shall constitute presence in person at such meeting. 
  

	27.	Quorum at General Meetings 

  

	 	27.1	At any general meeting two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company
throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any
general meeting held during such time. 

  

	 	27.2	If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed
cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date,
time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws. 

  

	28.	Chairman to Preside at General Meetings 

 Unless
otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, and if not the President, if there be one, shall act as chairman at all general meetings at which such person is present. In their absence
a chairman shall be appointed or elected by those present at the meeting and entitled to vote. 
  

	29.	Voting on Resolutions 

  

	 	29.1	Subject to the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a
majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail. 

  

	 	29.2	No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member. 

  

	 	29.3	At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions
for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his
hand. 









			
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	 	29.4	In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means, the chairman of the meeting shall direct the
manner in which such Member may cast his vote on a show of hands. 

  

	 	29.5	At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out
of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. 

  

	 	29.6	At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact. 

  

	30.	Power to Demand a Vote on a Poll 

  

	 	30.1	Notwithstanding the foregoing, a poll may be demanded by any of the following persons: 

  

	a)	the chairman of such meeting; or 

  

	b)	at least three Members present in person or represented by proxy; or 

  

	c)	any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the
right to vote at such meeting; or 

  

	d)	any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate
sum has been paid up equal to not less than one-tenth of the total amount paid up on all such shares conferring such right. 

  

	 	30.2	Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have
one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by
telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall
replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. 

  

	 	30.3	A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be
taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.










			
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	 	30.4	Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such
manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the
case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance
with such directions shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman for the purpose and the result of the poll shall be declared by the chairman. 

  

	31.	Voting by Joint Holders of Shares 

 In the case of
joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names
stand in the Register of Members. 
  

	32.	Instrument of Proxy 

  

	 	32.1	An instrument appointing a proxy shall be in writing in substantially the following form or such other form as the chairman of the meeting shall accept:


 Proxy 
 Intelsat
Global, Ltd. (the “Company”) 
 I/We, [insert names here], being a Member of the Company with [number] shares, HEREBY APPOINT
[name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on the [ ] day of [ ], 200[ ] and at any adjournment thereof. (Any restrictions on voting to be inserted here.)

  

					
	Signed this [            ] day of [    ], 200[    ]	 		 	
	  
	 		 	
	Member(s)	 		 	

  

	 	32.2	The instrument appointing a proxy must be received by the Company at the registered office or at such other place or in such manner as is specified in the notice convening
the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the instrument appointing a proxy proposes to vote, and an instrument appointing a proxy which is not received in the manner so
prescribed shall be invalid. 

  

	 	32.3	A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.


  

	 	32.4	The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final. 









			
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	33.	Representation of Corporate Member 

  

	 	33.1	A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so
authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any
such meeting attended by its authorised representative or representatives. 

  

	 	33.2	Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on
behalf of a corporation which is a Member. 

  

	34.	Adjournment of General Meeting 

 The chairman of a
general meeting may, with the consent of the Members at any general meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at
the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws. 
  

	35.	Written Resolutions 

  

	 	35.1	Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may, without a
meeting be done by written resolution in accordance with this Bye-law. 

  

	 	35.2	Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Members who would be entitled to attend a meeting and vote thereon. The
accidental omission to give notice to, or the non-receipt of a notice by, any Member does not invalidate the passing of a resolution. 

  

	 	35.3	A written resolution is passed when it is signed by, or in the case of a Member that is a corporation, on behalf of, the Members who at the date that the notice is given
represent such majority of votes as would be required if the resolution was voted on at a meeting of Members at which all Members entitled to attend and vote thereat were present and voting. 

  

	 	35.4	A resolution in writing may be signed in any number of counterparts 

  

	 	35.5	A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of
Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly. 









			
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	 	35.6	A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act. 

  

	 	35.7	This Bye-law shall not apply to: 

  

	a)	a resolution passed to remove an Auditor from office before the expiration of his term of office; or 

  

	b)	a resolution passed for the purpose of removing a Director before the expiration of his term of office. 

  

	 	35.8	For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by, or in the case of a Member that is a corporation whether
or not a company within the meaning of the Act, on behalf of, the last Member whose signature results in the necessary voting majority being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a
resolution made in accordance with this Bye-law, a reference to such date. 

  

	36.	Directors Attendance at General Meetings 

 The
Directors shall be entitled to receive notice of, attend and be heard at any general meeting. 
 DIRECTORS AND OFFICERS 
  

	37.	Election of Directors 

  

	 	37.1	The Board of Directors shall be elected or appointed in the first place at the statutory meeting of the Company and thereafter, except in the case of a casual vacancy, at the
annual general meeting or at any special general meeting called for that purpose. 

  

	 	37.2	At any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a general meeting. 

  

	38.	Number of Directors 

 The Board shall consist of not
less than two Directors or such number in excess thereof as the Members may determine. 
  

	39.	Term of Office of Directors 

 Directors shall hold
office for such term as the Members may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated. 
  

	40.	Alternate Directors 

  

	 	40.1	At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one or more Directors or may authorise the Board to appoint
such Alternate Directors. 









			
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	 	40.2	Unless the Members otherwise resolve, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the Secretary.
Any person so elected or appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a
quorum is present. 

  

	 	40.3	An Alternate Director shall be entitled to receive notice of all meetings of the Board and to attend and vote at any such meeting at which a Director for whom such Alternate
Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed. 

  

	 	40.4	An Alternate Director shall cease to be such if the Director for whom he was appointed to act as a Director in the alternative ceases for any reason to be a Director, but he
may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy in accordance with these Bye-laws. 

  

	41.	Removal of Directors 

  

	 	41.1	The Members entitled to vote for the election of Directors may, at any special general meeting convened and held in accordance with these Bye-laws, remove a Director.


  

	 	41.2	If a Director is removed from the Board under this Bye-law the Members may fill the vacancy at the meeting at which such Director is removed. In the absence of such election
or appointment, the Board may fill the vacancy. 

  

	42.	Vacancy in the Office of Director 

  

	 	42.1	The office of Director shall be vacated if the Director: 

  

	a)	is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law; 

  

	b)	is or becomes bankrupt, or makes any arrangement or composition with his creditors generally; 

  

	c)	is or becomes of unsound mind or dies; or 

  

	d)	resigns his office by notice to the Company. 

  

	 	42.2	The Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or
resignation of any Director and to appoint an Alternate Director to any Director so appointed. 

  

	43.	Remuneration of Directors 

 The remuneration (if
any) of the Directors shall be determined by the Company in general meeting and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from
the meetings of the Board, any committee appointed by the Board, general meetings, or in connection with the business of the Company or their duties as Directors generally. 








			
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	44.	Defect in Appointment 

 All acts done in good faith
by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was
some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant
capacity. 
  

	45.	Directors to Manage Business 

 The business of the
Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general
meeting. 
  

	46.	Powers of the Board of Directors 

 The Board may:

  

	a)	appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;


  

	b)	exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue
debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party; 

  

	c)	appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and
administer all of the general business and affairs of the Company; 

  

	d)	appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate
for the transaction or conduct of such business; 

  

	e)	by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such
purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions
for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;


  

	f)	procure that the Company pays all expenses incurred in promoting and incorporating the Company; 









			
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	g)	delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of
non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws
regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; 

  

	h)	delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit; 

  

	i)	present any petition and make any application in connection with the liquidation or reorganisation of the Company; 

  

	j)	in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and 

  

	k)	authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement,
document or instrument on behalf of the Company. 

  

	47.	Register of Directors and Officers 

 The Board shall
cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act. 
  

	48.	Appointment of Officers 

 The Board may appoint such
officers (who may or may not be Directors) as the Board may determine. 
  

	49.	Appointment of Secretary 

 The Secretary shall be
appointed by the Board from time to time. 
  

	50.	Duties of Officers 

 The Officers shall have such
powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time. Notwithstanding the foregoing, the Officers shall not authorise any of the actions described in Annex I
without first obtaining the approval of the Board, as contemplated by Schedule C of the SL Shareholders Agreement. 
  

	51.	Remuneration of Officers 

 The Officers shall
receive such remuneration as the Board may determine. 








			
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	52.	Conflicts of Interest 

  

	 	52.1	Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the
Company and such Director or such Director’s firm, partner or company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorise a Director or Director’s firm, partner or company to
act as Auditor to the Company. 

  

	 	52.2	A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required
by the Act. 

  

	 	52.3	Following a declaration being made pursuant to this Bye-law, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any
contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting. 

  

	53.	Indemnification and Exculpation of Directors and Officers 

  

	 	53.1	The Directors, Secretary and other Officers (such term to include any person appointed to any committee by the Board) for the time being acting in relation to any of the
affairs of the Company, any subsidiary thereof, and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them, and their heirs, executors and
administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may
incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or
defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for
insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts,
or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons. Each Member agrees to waive any claim or right of action such Member might have,
whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties
with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer. 

  

	 	53.2	The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him under the Act in his capacity as a Director
or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer
may be guilty in relation to the Company or any subsidiary thereof. 









			
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	 	53.3	The Company may advance moneys to a Director or Officer for the costs, charges and expenses incurred by the Director or Officer in defending any civil or criminal proceedings
against him, on condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against him. 

 MEETINGS OF THE BOARD OF DIRECTORS 
  

	54.	Board Meetings 

 The Board may meet for the
transaction of business, adjourn and otherwise regulate its meetings as it sees fit. A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of
votes the resolution shall fail. 
  

	55.	Notice of Board Meetings 

 A Director may, and the
Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by
telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director’s last known address or in accordance with any other instructions given by such
Director to the Company for this purpose. 
  

	56.	Electronic Participation in Meetings 

 Directors may
participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a
meeting shall constitute presence in person at such meeting. 
  

	57.	Quorum at Board Meetings 

 The quorum necessary for
the transaction of business at a meeting of the Board shall be two Directors. 
  

	58.	Board to Continue in the Event of Vacancy 

 The
Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors
or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company. 








			
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	59.	Chairman to Preside 

 Unless otherwise agreed by a
majority of the Directors attending, the Chairman, if there be one, and if not, the President , if there be one, shall act as chairman at all meetings of the Board at which such person is present. In their absence a chairman shall be appointed or
elected by the Directors present at the meeting. 
  

	60.	Written Resolutions 

 A resolution signed by all the
Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution. For the purposes
of this Bye-law only, “the Directors” shall not include an Alternate Director. 
  

	61.	Validity of Prior Acts of the Board 

 No regulation
or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made. 
 CORPORATE RECORDS 
  

	62.	Minutes 

 The Board shall cause minutes to be duly
entered in books provided for the purpose: 
  

	a)	of all elections and appointments of Officers; 

  

	b)	of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and 

  

	c)	of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.


  

	63.	Place Where Corporate Records Kept 

 Minutes
prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company. 
  

	64.	Form and Use of Seal 

  

	 	64.1	The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda. 


 

	 	64.2	A seal may, but need not, be affixed to any deed, instrument, share certificate or document, and if the seal is to be affixed thereto, it shall be attested by the signature
of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose. 









			
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	 	64.3	A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents. 

 ACCOUNTS 
  

	65.	Books of Account 

  

	 	65.1	The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to: 

  

	a)	all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates; 

  

	b)	all sales and purchases of goods by the Company; and 

  

	c)	all assets and liabilities of the Company. 

  

	 	65.2	Such records of account shall be kept at the registered office of the Company, or subject to the Act, at such other place as the Board thinks fit and shall be available for
inspection by the Directors during normal business hours. 

  

	66.	Financial Year End 

 The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year. 
 AUDITS 
  

	67.	Annual Audit 

 Subject to any rights to waive laying
of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year. 
  

	68.	Appointment of Auditor 

  

	 	68.1	Subject to the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Members shall be appointed by
them as Auditor of the accounts of the Company. 

  

	 	68.2	The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.


  

	69.	Remuneration of Auditor 

 Save in the case of an
Auditor appointed pursuant to Bye-law 74, the remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine. In the case of an Auditor appointed pursuant to Bye-law 74, the remuneration
of the Auditor shall be fixed by the Board. 








			
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	70.	Duties of Auditor 

  

	 	70.1	The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a
written report thereon in accordance with generally accepted auditing standards. 

  

	 	70.2	The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing
standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used. 

  

	71.	Access to Records 

 The Auditor shall at all
reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or
affairs of the Company. 
  

	72.	Financial Statements 

 Subject to any rights to
waive laying of accounts pursuant to the Act, financial statements as required by the Act shall be laid before the Members in general meeting. A resolution in writing made in accordance with Bye-law 35 receiving, accepting, adopting, approving or
otherwise acknowledging financial statements shall be deemed to be the laying of such statements before the Members in general meeting. 
  

	73.	Distribution of Auditor’s Report 

 The report
of the Auditor shall be submitted to the Members in general meeting. 
  

	74.	Vacancy in the Office of Auditor 

 The Board may
fill any casual vacancy in the office of the auditor. 
 VOLUNTARY WINDING-UP AND DISSOLUTION 
  

	75.	Winding-Up 

 If the Company shall be wound up the
liquidator may, with the sanction of a resolution of the Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such
purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest
the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any
liability. 








			
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 CHANGES TO CONSTITUTION 
  

	76.	Changes to Bye-laws 

 No Bye-law may be rescinded,
altered or amended and no new Bye-law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a resolution of the Members. 
  

	77.	Changes to the Memorandum of Association 

 No
alteration or amendment to the Memorandum of Association may be made save in accordance with the Act and until same has been approved by a resolution of the Board and by a resolution of the Members. 
  

	78.	Discontinuance 

 The Board may exercise all the
powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act. 








			
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 ANNEX I 
 BYE-LAW 50 
 (i) The actions set forth in (a) to (p) below
shall not be taken, authorized, approved or implemented by any officer or employee of the Company or, where applicable, by the board, any officer or any employee of any subsidiary of the Company, unless approved by the Board (or any duly constituted
committee of the Board), and to the extent that any of the following actions are taken without such approval, they will be deemed void: 
 (a) hiring or terminating the employment of, changing in any material respect the compensation (whether in the form of salary, bonus, equity, or otherwise, but excluding compensation arising from benefits available to
employees of the Company or its subsidiaries generally) of, or extending any loan or form of credit (other than ordinary course advances for business travel or other business purposes) to or on behalf of, any member of the Executive Committee
(presently consisting of the CEO, the COO, the CFO, and the GC) of the Company; 
 (b) the adoption, material amendment, or
termination of any material employee benefits plan or material pension plan, except after consultation with the Board; 
 (c)
the approval of the budget for each fiscal year of the Company (the “Annual Budget”), and the approval of any strategic or multiyear business plan for the Company; 
 (d) the authorization or incurrence of capital or operating expenditures that in the aggregate are in excess of 10% in excess of the
amounts specified in the Annual Budget; 
 (e) the commencement or settlement of any claim, arbitration or litigation in
relating to losses or liabilities in an aggregate amount in excess of $10 million, other than, in the ordinary course of business, including the commencement or settlement of any collection action against, or any claim in a bankruptcy or insolvency
(or similar) proceeding involving, any current or former customer of the Company or any of its subsidiaries; 
 (f) the
acquisition of any asset or entity, or the sale, lease or disposal of, or the incurrence of any lien with respect to, any of the assets of the Company and its subsidiaries, in each case outside of the ordinary course of business and involving a
transaction value that is in excess of $100 million individually or in the aggregate; 
 (g) the incurrence of indebtedness in
excess of $50 million, other than in the ordinary course of business; 
 (h) the material amendment, or the alteration in any
material respect, of any financing document, or the entering into of any new loan or loan facility that materially refinances the indebtedness underlying any of such financing documents; 
 (i) issuances of equity securities (or securities convertible into equity securities) of the Company, other than an issuance pursuant to a
public offering; 
 (j) declaration or payment of cash or other dividends or any other distribution on the equity interests of
the Company or any subsidiary, other than dividends or other distributions (i) by a wholly-owned subsidiary to the Company and its wholly-owned subsidiaries or (ii) required 









			
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to service the indebtedness of the Company and any of its subsidiaries incurred in connection with the Transaction, outstanding upon the consummation
thereof, or the incurrence of which was previously approved by the Board; 
 (k) retention of any financial or legal adviser
in connection with a proposed material acquisition, sale, joint venture or other strategic transaction outside the ordinary course of business; 
 (l) material changes to the nature of the business of Intelsat and its subsidiaries, taken as a whole, separate and distinct from the business conducted by Intelsat and its subsidiaries upon consummation of the
Transaction; 
 (m) any change in the entity classification of the Company for U.S. federal income tax purposes; 

(n) any amendment to the Memorandum of Association or Bye-laws of the Company; 
 (o) voluntary dissolution or liquidation of the Company or Intelsat Holdings, Ltd.; 
 (p) entering into any transaction or a series of related transactions on behalf of the Company or its subsidiaries, on the one hand, and
BC Partners Limited, the BC Investors (as defined in the Shareholders Agreement, dated as of February 4, 2008 (the “Shareholders Agreement”), by and among the Company, the shareholders listed on Schedule A thereto, the shareholders
listed on Schedule B thereto and the shareholders listed on Schedule C thereto) or any of their Affiliates, on the other hand, except for: (i) the Monitoring Fee Agreement, dated February 4, 2008, by and among Intelsat (Bermuda), Ltd., BC
Partners Limited and Silver Lake Management Company III, L.L.C.; the Shareholders Agreement; or the SPA; (ii) customary indemnification or reimbursement agreements; or (iii) transactions with portfolio companies of BC Partners Limited, the
BC Investors (as defined in the Shareholders Agreement) or any of their Affiliates entered into in the ordinary course of business, consistent with past practice and on an arm’s length basis. (For purposes of this paragraph,
“Affiliate” shall mean any person, directly or indirectly controlling, controlled by or under common control with such person. For these purposes, “control” means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwise.); and 
 (q) provided, however, that none of (f), (g), and (h) shall apply to transactions among wholly owned (directly or indirectly) subsidiaries of the Company.