exv4w8



 


Exhibit 4.8


       
            
            
            
           [DATE]



EXCHANGE AGENT AGREEMENT


The Bank of New York

101 Barclay Street – 21 West

New York, New York 10286

Attention: Corporate Trust Administration


Ladies and Gentlemen:


     Intelsat, Ltd., a company incorporated under the laws of Bermuda (the
“Company”), proposes to make an offer (the “Exchange Offer”) to exchange all of
its outstanding original 5 1/4% Senior Notes due 2008 (the “5 1/4% Old
Securities”) and original 6 1/2% Senior Notes due 2013 (the “6 1/2% Old
Securities” and, together with the 5 1/4% Old Securities, the “Old
Securities”) for its new 5 1/4% Senior Notes due 2008 and 6 1/2% Senior
Notes due 2013 (collectively, the “New Securities”). The terms and conditions
of the Exchange Offer as currently contemplated are set forth in a prospectus,
dated ______(the “Prospectus”), proposed to be distributed to all
record holders of the Old Securities. The Old Securities and the New
Securities are collectively referred to herein as the “Securities”.


     The Company hereby appoints The Bank of New York to act as exchange agent
(the “Exchange Agent”) in connection with the Exchange Offer. References
hereinafter to “you” shall refer to The Bank of New York.


     The Exchange Offer is expected to be commenced by the Company on or about
______. The Letter of Transmittal accompanying the Prospectus (or in
the case of book-entry securities, the Automated Tender Offer Program (“ATOP”)
of the Book-Entry Transfer Facility (as defined below)) is to be used by the
holders of the Old Securities to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for Old Securities
tendered in connection therewith.


     The Exchange Offer shall expire at 5:00 p.m., New York City time, on
______or on such subsequent date or time to which the Company may
extend the Exchange Offer (the “Expiration Date”). Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the
right to extend the Exchange Offer from time to time and may extend the
Exchange Offer by giving oral (promptly confirmed in writing) or written notice
to you before 9:00 a.m., New York City time, on the business day following the
previously scheduled Expiration Date.


 






 


     The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Securities not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under the caption “The
Exchange Offer — Conditions to the Exchange Offer.” The Company will give
oral (promptly confirmed in writing) or written notice of any amendment,
termination or nonacceptance to you as promptly as practicable.


     In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:


     1.     You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned “The Exchange Offer” or as
specifically set forth herein; provided, however, that in no way will your
general duty to act in good faith be discharged by the foregoing.


     2.     You will establish a book-entry account with respect to each of the 5
1/4% Old Securities and the 6 1/2% Old Securities at The Depository Trust
Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer
within two business days after the date of the Prospectus, and any financial
institution that is a participant in the Book-Entry Transfer Facility’s systems
may make book-entry delivery of the Old Securities by causing the Book-Entry
Transfer Facility to transfer such Old Securities into your account for such
Old Securities in accordance with the Book-Entry Transfer Facility’s procedure
for such transfer.


     3.     You are to examine each of the Letters of Transmittal and certificates
for Old Securities (or confirmation of book-entry transfer into your account at
the Book-Entry Transfer Facility) and any other documents delivered or mailed
to you by or for holders of the Old Securities to ascertain whether: (i) the
Letters of Transmittal and any such other documents are duly executed and
properly completed in accordance with instructions set forth therein; and (ii)
the Old Securities have otherwise been properly tendered. In each case where
the Letter of Transmittal or any other document has been improperly completed
or executed or any of the certificates for Old Securities are not in proper
form for transfer or some other irregularity in connection with the acceptance
of the Exchange Offer exists, you will endeavor to inform the presenters of the
need for fulfillment of all requirements and to take any other action as may be
reasonably necessary or advisable to cause such irregularity to be corrected.


     4.     With the approval of the Chief Executive Officer, the Executive Vice
President or any Vice President of the Company or any other party designated in
writing by such an officer (such approval, if given orally, to be promptly
confirmed in writing), you are authorized to waive any irregularities in
connection with any tender of Old Securities pursuant to the Exchange Offer.


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     5.     Tenders of Old Securities may be made only as set forth in the Letter
of Transmittal and in the section of the Prospectus captioned “The Exchange
Offer — Procedures for Tendering Your Original Notes”, and Old Securities
shall be considered properly tendered to you only when tendered in accordance
with the procedures set forth therein.


     Notwithstanding the provisions of this Section 5, Old Securities which the
Chief Executive Officer, the Executive Vice President or any Vice President of
the Company, or any other party designated in writing by such an officer, shall
approve as having been properly tendered shall be considered to be properly
tendered (such approval, if given orally, shall be promptly confirmed in
writing).


     6.     You shall advise the Company with respect to any Old Securities
received subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Old Securities.


     7.     You shall accept tenders:


            (a) in cases where the Old Securities are registered in two or more names
only if signed by all named holders;


            (b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only when
proper evidence of his or her authority so to act is submitted; and


            (c) from persons other than the registered holder of Old Securities,
provided that customary transfer requirements, including payment of any
applicable transfer taxes, are fulfilled.


     You shall accept partial tenders of Old Securities where so indicated and
as permitted in the Letter of Transmittal and deliver certificates for Old
Securities to the registrar for split-up and return any untendered Old
Securities to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.


     8.     Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice, if given orally, to be
promptly confirmed in writing) of its acceptance, promptly after the Expiration
Date, of all Old Securities properly tendered and you, on behalf of the
Company, will exchange such Old Securities for New Securities and cause such
Old Securities to be cancelled. Delivery of New Securities will be made on
behalf of the Company by you at the rate of $1,000 principal amount of New
Securities for each $1,000 principal amount of the corresponding series of Old
Securities tendered promptly after notice (such notice, if given orally, to be
promptly confirmed in writing) of acceptance of said Old Securities by the
Company; provided, however, that in all cases, Old Securities tendered pursuant
to

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the Exchange Offer will be exchanged only after timely receipt by you of
certificates for such Old Securities (or confirmation of book-entry transfer
into your account at the Book-Entry Transfer Facility), a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof)
with any required signature guarantees and any other required documents. You
shall issue New Securities only in denominations of $1,000 or any integral
multiple thereof.


     9.     Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and
the Letter of Transmittal, Old Securities tendered pursuant to the Exchange
Offer may be withdrawn at any time prior to the Expiration Date.


     10.     The Company shall not be required to exchange any Old Securities
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Old Securities
tendered shall be given (if given orally, to be promptly confirmed in writing)
by the Company to you.


     11.     If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Old Securities tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus
under the caption “The Exchange Offer — Conditions to the Exchange Offer” or
otherwise, you shall as soon as practicable after the expiration or termination
of the Exchange Offer return those certificates for unaccepted Old Securities
(or effect appropriate book-entry transfer), together with any related required
documents and the Letters of Transmittal relating thereto that are in your
possession, to the persons who deposited them.


     12.     All certificates for reissued Old Securities, unaccepted Old
Securities or New Securities shall be forwarded by first-class mail.


     13.     You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons
or to engage or utilize any person to solicit tenders.


     14.     As Exchange Agent hereunder you:


              (a) shall not be liable for any action or omission to act unless the same
constitutes your own gross negligence, willful misconduct or bad faith, and in
no event shall you be liable to a securityholder, the Company or any third
party for special, indirect or consequential damages, or lost profits, arising
in connection with this Agreement;


              (b) shall have no duties or obligations other than those specifically set
forth herein or as may be subsequently agreed to in writing between you and the
Company;

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              (c) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any
of the certificates or the Old Securities represented thereby deposited with
you pursuant to the Exchange Offer, and will not be required to and will make
no representation as to the validity, value or genuineness of the Exchange
Offer;


              (d) shall not be obligated to take any legal action hereunder which might
in your judgment involve any expense or liability, unless you shall have been
furnished with indemnity satisfactory to you;


              (e) may conclusively rely on and shall be protected in acting in reliance
upon any certificate, instrument, opinion, notice, letter, telegram or other
document or security delivered to you and believed by you to be genuine and to
have been signed or presented by the proper person or persons;


              (f) may act upon any tender, statement, request, document, agreement,
certificate or other instrument whatsoever not only as to its due execution and
validity and effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein, which you shall in good faith
believe to be genuine or to have been signed or presented by the proper person
or persons;


              (g) may conclusively rely on and shall be protected in acting in good
faith upon written or oral instructions from any authorized officer of the
Company;


              (h) may consult with counsel of your selection with respect to any
questions relating to your duties and responsibilities and the advice or
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted to be taken by you
hereunder in good faith and in accordance with the advice or opinion of such
counsel; and


              (i) shall not advise any person tendering Old Securities pursuant to the
Exchange Offer as to the wisdom of making such tender or as to the market value
or decline or appreciation in market value of any Old Securities.


     15.     You shall take such action as may from time to time be requested by
the Company (and such other action as you may deem appropriate) to furnish
copies of the Prospectus, Letter of Transmittal and Notice of Guaranteed
Delivery (as defined in the Prospectus), or such other forms as may be approved
from time to time by the Company, to all persons requesting such documents and
to accept and comply with telephone requests for information relating to the
Exchange Offer, provided that such information shall relate only to the
procedures for accepting (or withdrawing from) the Exchange Offer. The Company
will furnish you with copies of such documents on your request. All other
requests for information relating to the Exchange Offer shall be directed to
the Company, c/o Intelsat Global Service Corporation, Attention: Dianne
VanBeber, Vice President, Investor Relations.


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     16.     You shall advise the Company by facsimile transmission, c/o Intelsat
Global Service Corporation, Attention: Randy Bonney, Treasurer, at facsimile
number (202) 944-8282 and Attention: Aseel M. Rabie, Senior Counsel, at
facsimile number (202) 944-7529, and such other person or persons as the
Company may request, daily (and more frequently during the week immediately
preceding the Expiration Date if requested) up to and including the Expiration
Date, as to the number of Old Securities of such Series which have been
tendered pursuant to the Exchange Offer and the items received by you pursuant
to this Agreement, separately reporting and giving cumulative totals as to
items properly received and items improperly received. In addition, you will
also inform, and cooperate in making available to, the Company or any such
other person or persons upon oral request made from time to time prior to the
Expiration Date of such other information as they may reasonably request. Such
cooperation shall include, without limitation, the granting by you to the
Company and such person as the Company may request of access to those persons
on your staff who are responsible for receiving tenders, in order to ensure
that immediately prior to the Expiration Date the Company shall have received
information in sufficient detail to enable it to decide whether to extend the
Exchange Offer. For each series of Old Securities, you shall prepare a final
list of all persons whose tenders were accepted for such series, the aggregate
principal amount of Old Securities of such series tendered and the aggregate
principal amount of Old Securities of such series accepted, and you shall
deliver said list to the Company.


     17.     Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and, after the expiration of the Exchange Offer,
the time, of receipt thereof and shall be preserved by you for a period of time
at least equal to the period of time you preserve other records pertaining to
the transfer of securities. You shall dispose of unused Letters of Transmittal
and other surplus materials by returning them to the Company.


     18.     For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth on Schedule I attached hereto. The
provisions of this section shall survive the termination of this Agreement.


     19.     You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal. Any inconsistency between this Agreement, on the one hand, and
the Prospectus and the Letter of Transmittal (as they may be amended from time
to time), on the other hand, shall be resolved in favor of the latter two
documents, except with respect to your duties, liabilities and indemnification
as Exchange Agent.


     20.     The Company covenants and agrees to fully indemnify and hold you
harmless against any and all loss, liability, cost or expense, including
attorneys’ fees and expenses, incurred without gross negligence, willful
misconduct or bad faith on your part, arising out of or in connection with any
act, omission, delay or refusal made by you in reliance upon any signature,
endorsement, assignment, certificate, order, request, notice, instruction or
other instrument or document believed by you to be valid, genuine


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 and sufficient, and in accepting any tender or effecting any transfer of
Old Securities believed by you in good faith to be authorized, and in delaying
or refusing in good faith to accept any tenders or effect any transfer of Old
Securities. In each case, the Company shall be notified by you, by letter or
facsimile transmission, of the written assertion of a claim against you or of
any other action commenced against you, promptly after you shall have received
any such written assertion or shall have been served with a summons in
connection therewith. The Company shall be entitled to participate at its own
expense in the defense of any such claim or other action and, if the Company so
elects, the Company shall assume the defense of any suit brought to enforce any
such claim. In the event that the Company shall assume the defense of any such
suit, the Company shall not be liable for the fees and expenses of any
additional counsel thereafter retained by you, so long as the Company shall
retain counsel reasonably satisfactory to you to defend such suit, and so long
as you have not determined, in your reasonable judgment, that a conflict of
interest exists between you and the Company. The provisions of this section
shall survive the termination of this Agreement.


     21.     You shall arrange to comply with all requirements under the tax laws
of the United States, including those relating to missing tax identification
numbers, and shall file any appropriate reports with the Internal Revenue
Service.


     22.     You shall deliver or cause to be delivered, in a timely manner to each
governmental authority to which any transfer taxes are payable in respect of
the exchange of Old Securities, the Company’s check in the amount of all
transfer taxes so payable; provided,  however, that you shall reimburse the
Company for amounts refunded to you in respect of your payment of any such
transfer taxes, at such time as such refund is received by you.


     23.     This Agreement and your appointment as Exchange Agent hereunder shall
be construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such state,
and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.


     24.     This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.


     25.     In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


     26.     This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written

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instrument signed by a duly authorized representative of the party to be
charged. This Agreement may not be modified orally.


     27.     Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:


     If to the Company:



	 
	Intelsat, Ltd.

North Tower, 2nd Floor

90 Pitts Bay Road

Pembroke HM08

Bermuda

Facsimile:  (441) 292-8300

Attention:  Chief Executive Officer



     with copies to:



	 
	Intelsat Global Service Corporation

3400 International Drive, N.W.

Washington, D.C. 20008-3098

U.S.A.

Facsimile:  (202) 944-7661

Attention:  General Counsel



     If to the Exchange Agent:



	 
	The Bank of New York

101 Barclay Street

Floor 21 West

New York, New York  10286

U.S.A.

Facsimile:  (212) 815-5803

Attention:  Corporate Trust Administration



     28.     Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
Sections 18 and 20 shall survive the termination of this Agreement. Upon any
termination of this Agreement, you shall promptly deliver to the Company any
certificates for Securities, funds or property then held by you as Exchange
Agent under this Agreement.


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     29.     This Agreement shall be binding and effective as of the date hereof.


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     Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.



	 	 	 	 	 	 	 
		 	 	INTELSAT, LTD
	 	
	 	 	 	 	 	 	 
	 	 	
	By:	 	 	 
	 	 	 	 	
	 	 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 



Accepted as of the date

first above written:


THE BANK OF NEW YORK, as Exchange Agent

	 	 	 	 	 
	By:	 	 	 	 
	 	 	


	 	
	 	 	
Name:	 	 
	 	 	
Title:	 	 



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SCHEDULE I

COMPENSATION OF EXCHANGE AGENT:


$5,000 PLUS $500 PER EXTENSION OF OFFER

PLUS REASONABLE OUT-OF POCKET EXPENSES, INCLUDING, WITHOUT

LIMITATION, LEGAL FEES AND EXPENSES.