exv4w2



 



EXHIBIT 4.2



INTELSAT, LTD.



Officers’ Certificate



               The undersigned officers of Intelsat, Ltd., a company duly organized and
existing under the laws of Bermuda (the “Company”), hereby certify pursuant to
Sections 201 and 301 of the Indenture (the “Indenture”), dated as of April 1,
2002, between the Company and The Bank of New York, as trustee (the “Trustee”),
that there are hereby established four series of Securities (as that term is
defined in the Indenture), the terms of which shall be as follows:



2008 Notes




		
	 	     1. The designation of the Securities shall be the 5 1/4% Senior
Notes due 2008 (the “Initial 2008 Notes”) and the 5 1/4% Senior Notes due
2008 to be issued in exchange therefor as contemplated by the
Registration Rights Agreement, dated as of November 7, 2003 (the
“Registration Rights Agreement”), among the Company, Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities
Corp. (the “Exchange 2008 Notes” and, together with the Initial 2008
Notes, the “2008 Notes”). Unless the context otherwise requires, the
Initial 2008 Notes and the Exchange 2008 Notes shall constitute one
series for all purposes under the Indenture, including, without
limitation, amendments and waivers.




		
	 	     2. The aggregate principal amount of the 2008 Notes initially shall
be limited to US$400,000,000 (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of this series pursuant to Section 304, 305,
306, 906 or 1107 of the Indenture and except for any Securities which,
pursuant to Section 303 of the Indenture, are deemed never to have been
authenticated and delivered thereunder).




		
	 	     3. Subject to the provisions of Section 307 of the Indenture,
interest will be payable to the Person in whose name a Note (or any
predecessor Note) is registered at the close of business on the Regular
Record Date for such interest.




		
	 	     4. The principal amount of the 2008 Notes shall be payable in full
on November 1, 2008 subject to and in accordance with the provisions of
the Indenture and subject to paragraphs 7, 8 and 9 below.




		
	 	     5. The 2008 Notes shall bear interest at the rate of 5 1/4% per
annum from the date hereof or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, payable
semi-annually on May 1 and November 1 of each year, commencing May 1,
2004, until the principal amount of the 2008 Notes has been paid or duly
provided for. April 15 and October 15 (whether or not a Business Day),
as the case may be, next preceding an Interest Payment Date shall be the
“Regular Record Date” for interest payable on such Interest Payment Date.



 






 







		
	 	     6. The principal of, any premium and interest on the 2008 Notes
shall be payable at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York.




		
	 	     7. The 2008 Notes may be redeemed by the Company as provided in
Section 1108 of the Indenture at a Redemption Price equal to 100% of the
principal amount of the 2008 Notes to be redeemed together with accrued
and unpaid interest on the principal amount of the 2008 Notes, if any,
and any other amounts due to the Redemption Date, if any.
	 
	 	     8. The 2008 Notes may be redeemed by the Company in whole or in
part, at the Company’s option, at any time and from time to time at a
Redemption Price equal to the greater of (i) 100% of the principal amount
of the 2008 Notes to be redeemed and (ii) the sum of the present values
of the Remaining Scheduled Payments discounted to the Redemption Date on
a semiannual basis, assuming a 360-day year consisting of twelve 30-day
months, at the Treasury Rate plus 30 basis points, together with, in each
case, accrued and unpaid interest on the principal amount of the 2008
Notes to be redeemed to the Redemption Date and any other amounts due to
the Redemption Date, if any. In connection with such optional
redemption, the following defined terms apply:
	 
	 	          “Comparable Treasury Issue” means the United States Treasury
security or securities selected by an Independent Investment Banker as
having an actual or interpolated (on a straight-line basis) maturity
comparable to the remaining term of the 2008 Notes to be redeemed that
would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of the 2008
Notes.
	 
	 	          “Comparable Treasury Price” means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
	 
	 	          “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.
	 
	 	          “Reference Treasury Dealer” means each of Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities
Corp., or their affiliates which are primary U.S. Government securities
dealers, and their respective successors, and two other nationally
recognized investment banking firms that are primary U.S. Government
securities dealers in The City of New York (a “Primary Treasury Dealer”)
specified from time to time by the Company; provided, however, that if
any of the foregoing, or their affiliates, as the case may be, shall
cease to be a Primary Treasury Dealer, the Company shall substitute
therefor another Primary Treasury Dealer.



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	 	          “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Independent Investment Banker, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third Business Day preceding such Redemption Date.
	 
	 	          “Remaining Scheduled Payments” means, with respect to each of the
2008 Notes to be redeemed, the remaining scheduled payments of principal
of and interest on such 2008 Notes that would be due after the related
Redemption Date but for such redemption. If such Redemption Date is not
an Interest Payment Date with respect to such 2008 Notes, the amount of
the next succeeding scheduled interest payment on such 2008 Notes will be
reduced by the amount of interest accrued on such 2008 Notes to such
Redemption Date.
	 
	 	          “Treasury Rate” means, with respect to any Redemption Date:




	 	(i)	 	the yield, under the heading that
represents the average for the immediately preceding
week, appearing in the most recently published
statistical release designated “H.15(519)” or any
successor publication that is published weekly by the
Board of Governors of the Federal Reserve System and
that establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under
the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after
the remaining term of the 2008 Notes, yields for the
two published maturities most closely corresponding to
the Comparable Treasury Issue will be determined and
the Treasury Rate will be interpolated or extrapolated

from such yields on a straight line basis, rounding to
the nearest month); or
	 
	 	(ii)	 	if such release (or any successor
release) is not published during the week preceding the
calculation date or does not contain such yields, the
rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such
Redemption Date.




		
	 	          The Treasury Rate will be calculated on the third Business Day
preceding the Redemption Date.
	 
	 	          Notice of any such optional redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to the Holders
of the 2008 Notes to be redeemed. On and after any Redemption Date,
interest will cease to accrue on the 2008 Notes or any portion thereof
called for redemption (unless the Company defaults in payment of the
Redemption Price). On or before any



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	 	Redemption Date, the Company shall deposit with a Paying Agent (or
the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the 2008 Notes to be redeemed on such date.
	 
	 	          The Redemption Price shall be calculated by the Independent
Investment Banker, and the Trustee and any Paying Agent for the 2008
Notes shall be entitled to rely on, and the Company and the Holders shall
be bound by, such calculation.
	 
	 	     9. Upon the earliest to occur for whatever reason of a Mandatory
Redemption Event, the Company will be required to redeem a portion of the
2008 Notes, at a Redemption Price equal to 102% of the principal amount
of the 2008 Notes to be redeemed, together with accrued and unpaid
interest on the principal amount of the 2008 Notes, if any, and any other
amounts due to the Redemption Date, if any, such that, following and
after giving effect to any such mandatory redemption, $200,000,000
aggregate principal amount of the 2008 Notes will remain outstanding.
The Redemption Date with respect to any such mandatory redemption will be
determined by the Company and must be within ten Business Days of the
applicable Mandatory Redemption Event. In connection with such mandatory
redemption, the following terms apply:
	 
	 	          “Applicable Credit Agreement” means the credit agreement to be
entered into or entered into among the Company and various financial
institutions, including affiliates of Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc. and BNP Paribas Securities Corp., the
initial purchasers of the 2008 Notes (the “Initial Purchasers”), under a
commitment letter dated July 15, 2003, as amended from time to time, with
affiliates of the Initial Purchasers pursuant to which those affiliates
have agreed to provide financing for the transactions contemplated by the
Asset Purchase Agreement, for the repayment of near-term debt obligations
of the Company as they become due and for working capital requirements,
or any alternative credit agreement thereto entered into among the
Company and affiliates of the Initial Purchasers, in any case prior to
the closing of the transactions contemplated by the Asset Purchase
Agreement and in each case as such agreement may be amended from time to
time.
	 
	 	          “Asset Purchase Agreement” means the Asset Purchase Agreement, dated
as of July 15, 2003, as amended from time to time (the “Asset Purchase
Agreement”), among the Company, Intelsat (Bermuda), Ltd., Loral Space &
Communications Corporation, as debtor and debtor-in-possession, Loral
SpaceCom Corporation, as debtor and debtor-in-possession and Loral
Satellite, Inc., as debtor and debtor-in-possession.
	 
	 	          “Mandatory Redemption Event” means any of the following: (i) the
Asset Purchase Agreement is terminated, (ii) the Applicable Credit
Agreement is not entered into by all the parties thereto or is terminated
at any time following its execution, in each case on or prior to April
30, 2004, (iii) the Company fails to meet any condition required for the
extension of loans under the Applicable Credit



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	 	Agreement on or prior to April 30, 2004 that in accordance with the
terms of the Applicable Credit Agreement must be satisfied, and that has
not been waived, on or prior to that date, or (iv) the closing of the
transactions contemplated by the Asset Purchase Agreement does not occur
on or prior to April 30, 2004.
	 
	 	          Notice of any such mandatory redemption will be given at least one
Business Day before the Redemption Date to Holders of the 2008 Notes
subject to mandatory redemption and will specify the applicable Mandatory
Redemption Event. On and after any Redemption Date, interest will cease
to accrue on that portion of the 2008 Notes called for redemption (unless
the Company defaults in payment of the Redemption Price). On or before
any Redemption Date, the Company shall deposit with a Paying Agent (or
the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the 2008 Notes to be redeemed on such date.
	 
	 	          The time or circumstances upon which the 2008 Notes will be subject
to mandatory redemption may not be modified or changed in any manner
without the consent of the Holder of each outstanding 2008 Note.
	 
	 	     10. If less than all of the 2008 Notes are to be redeemed, the 2008
Notes to be redeemed shall be selected by the Trustee on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and
appropriate. No 2008 Notes of $1,000 in principal amount or less will be
redeemed in part. If the Company redeems any 2008 Notes in part, the
notice of redemption shall state the portion of the principal amount of
the 2008 Notes to be redeemed.
	 
	 	     11. The Company shall not be obligated to redeem or purchase the
2008 Notes pursuant to any sinking fund or analogous provisions or at the
option of the Holder thereof.
	 
	 	     12. The 2008 Notes may be issued in whole or in part in the form of
one or more Global Securities and in the form of one or more certificated
Securities. The initial Depositary for any such Global Securities shall
be The Depository Trust Company.
	 
	 	     13. The 2008 Notes shall be issued (i) in fully registered form
without interest coupons, in the form of beneficial interests in one or
more Global Notes in denominations of $1,000 or integral multiples
thereof or (ii) only in the case of 2008 Notes sold initially by the
Initial Purchasers to institutional accredited investors within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the “Act”) who are not qualified
institutional buyers within the meaning of Rule 144 under the Act, in the
form of restricted Securities in certificated form in denominations of
$250,000 and any integral multiples of $1,000 in excess thereof. All of
the 2008 Notes shall be substantially in one of the forms attached hereto
as part of Annex A.
	 
	 	     14. The 2008 Notes shall be defeasible as provided in, and in
accordance with, Sections 1302 through 1306 of the Indenture.



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	 	     15. The Company may from time to time or at any time, without the
consent of the Holders of the 2008 Notes, issue additional notes with
terms and conditions identical to those of the 2008 Notes, which
additional notes shall increase the aggregate principal amount of, and
shall be consolidated and form a single series with, the 2008 Notes.
	 
	 	     16. Pursuant to the terms of the Registration Rights Agreement,
Holders of the Initial 2008 Notes shall be entitled to the benefits of
the Registration Rights Agreement, including the payment of Additional
Interest (as defined therein) on the terms and conditions as specified
therein.
	 
	 	     17. For the 2008 Notes, the covenant in Section 1009 of the
Indenture shall be changed by deleting the text following the heading
until the colon immediately preceding the first numbered paragraph and
replacing it with the following:




	 	 	 	“For so long as any Securities are outstanding, the
Company shall not, and shall not permit any of the
Restricted Subsidiaries to, incur, issue, assume or
create any Secured Debt, unless the Company provides
that the Securities will be secured equally and
ratably with, or prior to, that Secured Debt, unless,
taking into account the proposed Secured Debt, the sum
of the aggregate amount of all outstanding Secured
Debt of the Company and that of the Restricted
Subsidiaries plus all Attributable Debt relating to
any Principal Property, except for Attributable Debt
which is excluded as provided by clauses (i) through
(v) of Section 1010, would not exceed 15% of
Consolidated Net Tangible Assets; provided, however,
that this Section 1009 shall not apply to, and there
will be excluded from Secured Debt in any computation
under this Section 1009 and under Section 1010,
Indebtedness secured by:”



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2013 Notes




		
	 	     1. The designation of the Securities shall be the 6 1/2% Senior
Notes due 2013 (the “Initial 2013 Notes”) and the 6 1/2% Senior Notes due
2013 to be issued in exchange therefor as contemplated by the
Registration Rights Agreement, dated as of November 7, 2003 (the
“Registration Rights Agreement”), among the Company, Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities
Corp. (the “Exchange 2013 Notes” and, together with the Initial 2013
Notes, the “2013 Notes”). Unless the context otherwise requires, the
Initial 2013 Notes and the Exchange 2013 Notes shall constitute one
series for all purposes under the Indenture, including, without
limitation, amendments and waivers.
	 
	 	     2. The aggregate principal amount of the 2013 Notes initially shall
be limited to US$700,000,000 (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of this series pursuant to Section 304, 305,
306, 906 or 1107 of the Indenture and except for any Securities which,
pursuant to Section 303 of the Indenture, are deemed never to have been
authenticated and delivered thereunder).
	 
	 	     3. Subject to the provisions of Section 307 of the Indenture,
interest will be payable to the Person in whose name a Note (or any
predecessor Note) is registered at the close of business on the Regular
Record Date for such interest.
	 
	 	     4. The principal amount of the 2013 Notes shall be payable in full
on November 1, 2013 subject to and in accordance with the provisions of
the Indenture and subject to paragraphs 7, 8 and 9 below.
	 
	 	     5. The 2013 Notes shall bear interest at the rate of 6 1/2% per
annum from the date hereof or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, payable
semi-annually on May 1 and November 1 of each year, commencing May 1,
2004, until the principal amount of the 2013 Notes has been paid or duly
provided for. April 15 and October 15 (whether or not a Business Day),
as the case may be, next preceding an Interest Payment Date shall be the
“Regular Record Date” for interest payable on such Interest Payment Date.
	 
	 	     6. The principal of, any premium and interest on the 2013 Notes
shall be payable at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York.
	 
	 	     7. The 2013 Notes may be redeemed by the Company as provided in
Section 1108 of the Indenture at a Redemption Price equal to 100% of the
principal amount of the 2013 Notes to be redeemed together with accrued
and unpaid interest on the principal amount of the 2013 Notes, if any,
and any other amounts due to the Redemption Date, if any.
	 
	 	     8. The 2013 Notes may be redeemed by the Company in whole or in
part, at the Company’s option, at any time and from time to time at a
Redemption Price



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	 	equal to the greater of (i) 100% of the principal amount of the 2013
Notes to be redeemed and (ii) the sum of the present values of the
Remaining Scheduled Payments discounted to the Redemption Date on a
semiannual basis, assuming a 360-day year consisting of twelve 30-day
months, at the Treasury Rate plus 35 basis points, together with, in each
case, accrued and unpaid interest on the principal amount of the 2013
Notes to be redeemed to the Redemption Date and any other amounts due to
the Redemption Date, if any. In connection with such optional
redemption, the following defined terms apply:
	 
	 	          “Comparable Treasury Issue” means the United States Treasury
security or securities selected by an Independent Investment Banker as
having an actual or interpolated (on a straight-line basis) maturity
comparable to the remaining term of the 2013 Notes to be redeemed that
would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of the 2013
Notes.
	 
	 	          “Comparable Treasury Price” means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
	 
	 	          “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.
	 
	 	          “Reference Treasury Dealer” means each of Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities
Corp., or their affiliates which are primary U.S. Government securities
dealers, and their respective successors, and two other nationally
recognized investment banking firms that are primary U.S. Government
securities dealers in The City of New York (a “Primary Treasury Dealer”)
specified from time to time by the Company; provided, however, that if
any of the foregoing, or their affiliates, as the case may be, shall
cease to be a Primary Treasury Dealer, the Company shall substitute
therefor another Primary Treasury Dealer.
	 
	 	          “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Independent Investment Banker, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third Business Day preceding such Redemption Date.
	 
	 	          “Remaining Scheduled Payments” means, with respect to each of the
2013 Notes to be redeemed, the remaining scheduled payments of principal
of and interest on such 2013 Notes that would be due after the related
Redemption Date but



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	 	for such redemption. If such Redemption Date is not an Interest
Payment Date with respect to such 2013 Notes, the amount of the next
succeeding scheduled interest payment on such 2013 Notes will be reduced
by the amount of interest accrued on such 2013 Notes to such Redemption
Date.
	 
	 	          “Treasury Rate” means, with respect to any Redemption Date:




	 	(i)	 	the yield, under the heading that
represents the average for the immediately preceding
week, appearing in the most recently published
statistical release designated “H.15(519)” or any
successor publication that is published weekly by the
Board of Governors of the Federal Reserve System and
that establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under
the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after
the remaining term of the 2013 Notes, yields for the
two published maturities most closely corresponding to
the Comparable Treasury Issue will be determined and
the Treasury Rate will be interpolated or extrapolated
from such yields on a straight line basis, rounding to
the nearest month); or
	 
	 	(ii)	 	if such release (or any successor
release) is not published during the week preceding the
calculation date or does not contain such yields, the
rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such
Redemption Date.




		
	 	          The Treasury Rate will be calculated on the third Business Day
preceding the Redemption Date.
	 
	 	          Notice of any such optional redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to the Holders
of the 2013 Notes to be redeemed. On and after any Redemption Date,
interest will cease to accrue on the 2013 Notes or any portion thereof
called for redemption (unless the Company defaults in payment of the
Redemption Price). On or before any Redemption Date, the Company shall
deposit with a Paying Agent (or the Trustee) money sufficient to pay the
Redemption Price of and accrued interest on the 2013 Notes to be redeemed
on such date.
	 
	 	          The Redemption Price shall be calculated by the Independent
Investment Banker, and the Trustee and any Paying Agent for the 2013
Notes shall be entitled to rely on, and the Company and the Holders shall
be bound by, such calculation.



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	 	     9. Upon the earliest to occur for whatever reason of a Mandatory
Redemption Event, the Company will be required to redeem a portion of the
2013 Notes, at a Redemption Price equal to 102% of the principal amount
of the 2013 Notes to be redeemed, together with accrued and unpaid
interest on the principal amount of the 2013 Notes, if any, and any other
amounts due to the Redemption Date, if any, such that, following and
after giving effect to any such mandatory redemption, $200,000,000
aggregate principal amount of the 2013 Notes will remain outstanding.
The Redemption Date with respect to any such mandatory redemption will be
determined by the Company and must be within ten Business Days of the
applicable Mandatory Redemption Event. In connection with such mandatory
redemption, the following terms apply:
	 
	 	          “Applicable Credit Agreement” means the credit agreement to be
entered into or entered into among the Company and various financial
institutions, including affiliates of Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc. and BNP Paribas Securities Corp., the
initial purchasers of the 2013 Notes (the “Initial Purchasers”), under a
commitment letter, dated July 15, 2003, as amended from time to time,
with affiliates of the Initial Purchasers pursuant to which those
affiliates have agreed to provide financing for the transactions
contemplated by the Asset Purchase Agreement, for the repayment of
near-term debt obligations of the Company as they become due and for
working capital requirements, or any alternative credit agreement thereto
entered into among the Company and affiliates of the Initial Purchasers,
in any case prior to the closing of the transactions contemplated by the
Asset Purchase Agreement and in each case as such agreement may be
amended from time to time.
	 
	 	          “Asset Purchase Agreement” means the Asset Purchase Agreement, dated
as of July 15, 2003, as amended from time to time (the “Asset Purchase
Agreement”), among the Company, Intelsat (Bermuda), Ltd., Loral Space &
Communications Corporation, as debtor and debtor-in-possession, Loral
SpaceCom Corporation, as debtor and debtor-in-possession and Loral
Satellite, Inc., as debtor and debtor-in-possession.
	 
	 	          “Mandatory Redemption Event” means any of the following: (i) the
Asset Purchase Agreement is terminated, (ii) the Applicable Credit
Agreement is not entered into by all the parties thereto or is terminated
at any time following its execution, in each case on or prior to April
30, 2004, (iii) the Company fails to meet any condition required for the
extension of loans under the Applicable Credit Agreement on or prior to
April 30, 2004 that in accordance with the terms of the Applicable Credit
Agreement must be satisfied, and that has not been waived, on or prior to
that date, or (iv) the closing of the transactions contemplated by the
Asset Purchase Agreement does not occur on or prior to April 30, 2004.
	 
	 	          Notice of any such mandatory redemption will be given at least one
Business Day before the Redemption Date to Holders of the 2013 Notes
subject to mandatory redemption and will specify the applicable Mandatory
Redemption Event.



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	 	On and after any Redemption Date, interest will cease to accrue on
that portion of the 2013 Notes called for redemption (unless the Company
defaults in payment of the Redemption Price). On or before any
Redemption Date, the Company shall deposit with a Paying Agent (or the
Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the 2013 Notes to be redeemed on such date.
	 
	 	          The time or circumstances upon which the 2013 Notes will be subject
to mandatory redemption may not be modified or changed in any manner
without the consent of the Holder of each outstanding 2013 Note.
	 
	 	     10. If less than all of the 2013 Notes are to be redeemed, the 2013
Notes to be redeemed shall be selected by the Trustee on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and
appropriate. No 2013 Notes of $1,000 in principal amount or less will be
redeemed in part. If the Company redeems any 2013 Notes in part, the
notice of redemption shall state the portion of the principal amount of
the 2013 Notes to be redeemed.
	 
	 	     11. The Company shall not be obligated to redeem or purchase the
2013 Notes pursuant to any sinking fund or analogous provisions or at the
option of the Holder thereof.
	 
	 	     12. The 2013 Notes may be issued in whole or in part in the form of
one or more Global Securities and in the form of one or more certificated
Securities. The initial Depositary for any such Global Securities shall
be The Depository Trust Company.
	 
	 	     13. The 2013 Notes shall be issued (i) in fully registered form
without interest coupons, in the form of beneficial interests in one or
more Global Notes in denominations of $1,000 or integral multiples
thereof or (ii) only in the case of 2013 Notes sold initially by the
Initial Purchasers to institutional accredited investors within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the “Act”) who are not qualified
institutional buyers within the meaning of Rule 144 under the Act, in the
form of restricted Securities in certificated form in denominations of
$250,000 and any integral multiples of $1,000 in excess thereof. All of
the 2013 Notes shall be substantially in one of the forms attached hereto
as part of Annex B.
	 
	 	     14. The 2013 Notes shall be defeasible as provided in, and in
accordance with, Sections 1302 through 1306 of the Indenture.
	 
	 	     15. The Company may from time to time or at any time, without the
consent of the Holders of the 2013 Notes, issue additional notes with
terms and conditions identical to those of the 2013 Notes, which
additional notes shall increase the aggregate principal amount of, and
shall be consolidated and form a single series with, the 2013 Notes.



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	 	     16. Pursuant to the terms of the Registration Rights Agreement,
Holders of the Initial 2013 Notes shall be entitled to the benefits of
the Registration Rights Agreement, including the payment of Additional
Interest (as defined therein) on the terms and conditions as specified
therein.
	 
	 	     17. For the 2013 Notes, the covenant in Section 1009 of the
Indenture shall be changed by deleting the text following the heading
until the colon immediately preceding the first numbered paragraph and
replacing it with the following:




	 	 	 	“For so long as any Securities are outstanding, the
Company shall not, and shall not permit any of the
Restricted Subsidiaries to, incur, issue, assume or
create any Secured Debt, unless the Company provides
that the Securities will be secured equally and
ratably with, or prior to, that Secured Debt, unless,
taking into account the proposed Secured Debt, the sum
of the aggregate amount of all outstanding Secured
Debt of the Company and that of the Restricted
Subsidiaries plus all Attributable Debt relating to
any Principal Property, except for Attributable Debt
which is excluded as provided by clauses (i) through
(v) of Section 1010, would not exceed 15% of
Consolidated Net Tangible Assets; provided, however,
that this Section 1009 shall not apply to, and there
will be excluded from Secured Debt in any computation
under this Section 1009 and under Section 1010,
Indebtedness secured by:”



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	 	          All capitalized terms used but not defined herein shall have the meaning
set forth in the Indenture.
	 
	 	          IN WITNESS WHEREOF, the undersigned have signed this certificate.



Dated: November 7, 2003




	 	 	 	 	 	 	 
	 	 	INTELSAT, LTD.
	 	 	 	 	 	 	 
	 	 	By:	 	      /s/ Conny Kullman
	 	 	 	 	

	 	 	 	 	Name:
	 	Conny Kullman
	 	 	 	 	Title:
	 	Chief Executive Officer
	 	 	 	 	 	 	 
	 	 	By:	 	      /s/ Joseph Corbett
	 	 	 	 	

	 	 	 	 	Name:
	 	Joseph Corbett
	 	 	 	 	Title:
	 	Executive Vice President and
	 	 	 	 	 	 	Chief Financial Officer



-13-






 



ANNEX A


FORMS OF 2008 NOTES










 



[FORM OF RESTRICTED GLOBAL 2008 NOTE]



          NEITHER THIS SECURITY NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR
THE BENEFIT OF INTELSAT, LTD. (THE “ISSUER”) THAT THIS SECURITY MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER, (2) SO LONG AS
THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) PURCHASING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF ONE OR MORE OTHER QUALIFIED INSTITUTIONAL BUYERS IN
ACCORDANCE WITH RULE 144A, (3) IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 TO AN
INSTITUTIONAL ACCREDITED INVESTOR, AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) UNDER REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (6)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (IF
AVAILABLE), IN EACH SUCH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTIONS. THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE
ISSUER THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE. SECURITIES OWNED BY AN INITIAL INSTITUTIONAL
ACCREDITED INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, OR AN
INSTITUTIONAL ACCREDITED INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER
THAT ACQUIRES SECURITIES FROM SUCH AN INITIAL INSTITUTIONAL ACCREDITED
INVESTOR, MAY NOT BE HELD IN BOOK-ENTRY FORM. IN CONNECTION WITH ANY TRANSFER
OF THE SECURITY EVIDENCED HEREBY, THE HOLDER OR THE TRANSFEREE, AS THE CASE MAY
BE, MUST PROVIDE ANY CERTIFICATIONS REQUIRED BY OR PURSUANT TO THE INDENTURE TO
THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE) AND,
AS THE CASE MAY BE, TO THE ISSUER. IF THE TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR, THE HOLDER OR THE TRANSFEREE, AS THE CASE MAY BE, MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE BANK OF NEW YORK, AS
TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS REQUIRED BY OR PURSUANT TO THE INDENTURE OR AS
THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE



(Face of Security continued on next page)



 






 





THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



(Face of Security continued on next page)



-2-






 





INTELSAT, LTD.



5 1/4% SENIOR NOTES DUE 2008




	 	 	 
	No.	 	
U.S.$
	CUSIP NO. 45820E AC 6	 	 



     Intelsat, Ltd., a company duly organized and existing under the laws of
Bermuda (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of [                  
Dollars] (U.S.$                  ]), or such
principal amount as may be set forth in the records of the Trustee hereinafter
referred to in accordance with the Indenture, on November 1, 2008, and to pay
interest thereon from November 7, 2003 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on May
1 and November 1 in each year, commencing May 1, 2004, at the rate of 5 1/4%
per annum, until the principal hereof is paid or made available for payment,
provided that Additional Interest (as defined below) may accrue on this
Security upon the occurrence of a Registration Default (as defined below). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the April 15 or October 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


     Payment of the principal of (and premium, if any) and any such interest
and other amounts due on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York, and at such
other office or agency of the Company as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that at the option of the Company and subject to the next paragraph payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Notwithstanding
any other provision of this security or the Indenture, if this Security is a
Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.


     Subject to the preceding paragraph, payment of any amount payable on this
Security will be made by wire transfer of immediately available funds to an
account maintained by the payee with a bank located in the Borough of
Manhattan, The City of New York, if (i) the principal of this Security is at
least U.S.$1,000,000 and (ii) the Holder entitled to receive such payment
transmits a written request for such payment to be made in such manner to the
Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration – Global Finance Unit, on or


(Face of Security continued on next page)



-3-






 





before the fifth Business Day before the day on which such payment is to
be made; provided that, in the case of any such payment due at the Maturity of
the principal hereof (other than any payment of interest that first becomes due
on an Interest Payment Date), this Security must be surrendered at the office
or agency of the Company maintained for that purpose in The City of New York
(or at any other office or agency maintained by the Company for that purpose)
in time for the Paying Agent to make such payment in such funds in accordance
with its normal procedures. Any such request made with respect to any payment
on this Security payable to a particular Holder will remain in effect for all
later payments on this Security payable to such Holder, unless such request is
revoked on or before the fifth Business Day before a payment is to be made, in
which case such revocation shall be effective for such payment and all later
payments. In the case of any payment of interest payable on an Interest
Payment Date, such written request must be made by the Person that is the
registered Holder of this Security on the relevant Regular Record Date. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer with respect to this Security, but any tax,
assessment or other governmental charge imposed upon any payment will be borne
by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.


     The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement, dated as of November 7, 2003 (the “Registration
Rights Agreement”), among the Company, Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc. and BNP Paribas Securities Corp., pursuant to
which the Company will be obligated to file a registration statement under the
Securities Act registering securities in like principal amount and having
substantially identical terms as this Security (the “Exchange Notes”) and to
consummate an exchange offer (the “Exchange Offer”) pursuant to which the
Holder of this Security shall have the right to exchange this Security for
Exchange Notes or, if applicable, to file a registration statement registering
this Security for resale (the “Shelf Registration Statement”). If (1) the
Company fails to file the Exchange Offer registration statement on or prior to
the 240th calendar day after the issue date of this Security or fails to file a
Shelf Registration Statement on or prior to the 240th calendar day after the
date the Shelf Registration Statement is required to be filed pursuant to the
Registration Rights Agreement; or (2) any of the Exchange Offer registration
statement or the Shelf Registration Statement is not declared effective by the
Securities and Exchange Commission (A) in the case of the Exchange Offer
registration statement, on or prior to the 300th calendar day after November 7,
2003 or (B) in the case of the Shelf Registration Statement, on or prior to the
360th calendar day after the date the Shelf Registration Statement is required
to be filed pursuant to the Registration Rights Agreement; or (3) the Company
fails to consummate the Exchange Offer on or prior to the 340th calendar day
after the issue date of this Security (each event referred to in clauses (1)
through (3), a “Registration Default”), then additional interest will accrue in
respect of this Security from and including the next calendar day following
each of (a) such 240 day period in the case of clause (1) above, (b) such 300
day period in the case of clause (2) (A) above or such 360 day period in the
case of clause (2)(B) above and (c) such 340 day period in the case of clause
(3) above, in each case at a rate equal to 0.25% per annum (“Additional
Interest”). The aggregate amount of the Additional Interest in respect of this
Security will in no event exceed 0.25% per annum. All accrued Additional
Interest will be paid to Holders in the same manner as interest is paid under
this Security. Following the cure of all Registration Defaults, the accrual of
Additional Interest will cease.


     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


(Face of Security continued on next page)



-4-






 





     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


     In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:




	 	 	 	 	 
	 	 	INTELSAT, LTD.
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:



Attest:





Name:

Title:

     This is one of the Securities of the series designated herein and referred
to in the Indenture.


Dated:




	 	 	 	 	 
	 	 	
THE BANK OF NEW YORK, as Trustee
	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	


	 	 	 	 	
Authorized Officer



 






 



[Reverse of Security]



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of April 1, 2002 (herein called the
“Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially
limited in aggregate principal amount to U.S.$400,000,000 (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of this series pursuant to
Section 304, 305, 306, 906 or 1107 of the Indenture and except for any
Securities which, pursuant to Section 303 of the Indenture, are deemed never to
have been authenticated and delivered thereunder).


     The Securities may be redeemed by the Company (i) as provided in Section
1108 of the Indenture and (ii) in whole or in part, at its option at any time
and from time to time at a Redemption Price equal to the greater of (A) 100% of
the principal amount of the Securities to be redeemed and (B) the sum of the
present values of the Remaining Scheduled Payments discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, together with, in
each case, accrued interest on the principal amount of the Securities to be
redeemed to the date of redemption. In connection with such optional
redemption the following defined terms apply:


     “Comparable Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated (on a straight-line basis) maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a comparable maturity to the remaining
term of such Securities.


     “Comparable Treasury Price” means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.


     “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.


     “Reference Treasury Dealer” means each of Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities Corp.,
or their affiliates which are primary U.S. Government securities dealers, and
their respective successors, and two other nationally recognized investment
banking firms that are primary U.S. Government securities dealers in The City
of New York (a “Primary Treasury Dealer”) specified from time to time by the
Company; provided, however, that if any of the foregoing, or their affiliates,
as the case may


(Reverse of Security continued on next page)




-6-










 



be, shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer.


     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business
Day preceding such Redemption Date.


     “Remaining Scheduled Payments” means, with respect to each Security to be
redeemed, the remaining scheduled payments of principal of and interest on such
Security that would be due after the related Redemption Date but for such
redemption. If such Redemption Date is not an Interest Payment Date with
respect to such Security, the amount of the next succeeding scheduled interest
payment on such Security will be reduced by the amount of interest accrued on
such Security to such Redemption Date.


     “Treasury Rate” means, with respect to any Redemption Date:



	 	(i)	 	the yield, under the heading that represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any
successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields
on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the remaining term
of the Securities, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to
the nearest month); or
	 
	 	(ii)	 	if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.



     The Treasury Rate will be calculated on the third Business Day preceding
the Redemption Date.


     Notice of any such redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to the Holders of the Securities to be
redeemed. On and after any Redemption Date, interest will cease to accrue on
the Securities or any portion thereof called for redemption unless the Company
defaults in the payment of the Redemption Price. On or before any Redemption
Date, the Company shall deposit with a Paying Agent (or the Trustee) money


(Reverse of Security continued on next page)



-7-






 





sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date.


     The Redemption Price shall be calculated by the Independent Investment
Banker, and the Company, the Trustee and any Paying Agent for the Securities
shall be entitled to rely on, and the Company and the Holders shall be bound
by, such calculation.


     Upon the earliest to occur for whatever reason of a Mandatory Redemption
Event, the Company will be required to redeem a portion of this Security, at a
Redemption Price equal to 102% of the principal amount of the portion of this
Security to be redeemed, together with accrued and unpaid interest on the
principal amount of this Security, if any, and any other amounts due to the
Redemption Date, if any, such that, following and after giving effect to any
such mandatory redemption, $200,000,000 aggregate principal amount of the
Securities will remain outstanding. The Redemption Date with respect to any
such mandatory redemption will be determined by the Company and must be within
ten Business Days of the applicable Mandatory Redemption Event. In connection
with such mandatory redemption, the following terms apply:


     “Applicable Credit Agreement” means the credit agreement to be entered
into or entered into among the Company and various financial institutions,
including affiliates of Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc. and BNP Paribas Securities Corp., the initial purchasers of this
Security (the “Initial Purchasers”), under a commitment letter dated July 15,
2003, as amended from time to time, with affiliates of the Initial Purchasers
pursuant to which those affiliates have agreed to provide financing for the
transactions contemplated by the Asset Purchase Agreement, for the repayment of
near-term debt obligations of the Company as they become due and for working
capital requirements, or any alternative credit agreement thereto entered into
among the Company and affiliates of the Initial Purchasers, in any case prior
to the closing of the transactions contemplated by the Asset Purchase Agreement
and in each case as such agreement may be amended from time to time.


     “Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of
July 15, 2003, as amended from time to time (the “Asset Purchase Agreement”),
among the Company, Intelsat (Bermuda), Ltd., Loral Space & Communications
Corporation, as debtor and debtor-in-possession, Loral SpaceCom Corporation, as
debtor and debtor-in-possession and Loral Satellite, Inc., as debtor and
debtor-in-possession.


     “Mandatory Redemption Event” means any of the following: (i) the Asset
Purchase Agreement is terminated, (ii) the Applicable Credit Agreement is not
entered into by all the parties thereto or is terminated at any time following
its execution, in each case on or prior to April 30, 2004, (iii) the Company
fails to meet any condition required for the extension of loans under the
Applicable Credit Agreement on or prior to April 30, 2004 that in accordance
with the terms of the Applicable Credit Agreement must be satisfied, and that
has not been waived, on or prior to that date, or (iv) the closing of the
transactions contemplated by the Asset Purchase Agreement does not occur on or
prior to April 30, 2004.


     Notice of any such mandatory redemption shall be provided to the Holders
of this Security at least one Business Day before the Redemption Date and will
specify the applicable


(Reverse of Security continued on next page)



-8-






 



Mandatory Redemption Event. On and after any Redemption Date, interest
will cease to accrue on the portion of this Security called for redemption
unless the Company defaults in the payment of the Redemption Price. On or
before any Redemption Date, the Company shall deposit with a Paying Agent (or
the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the Securities to be redeemed on such date.


     If less than all of the Securities are to be redeemed, the Securities to
be redeemed shall be selected by the Trustee on a pro rata basis, by lot or by
such other method as the Trustee shall deem fair and appropriate. No
Securities of $1,000 in principal amount or less will be redeemed in part. If
the Company redeems Securities in part, the notice of redemption shall state
the portion of the principal amount of the Securities to be redeemed.


     In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.


     The Company shall not be obligated to redeem or purchase the Securities
pursuant to any sinking fund or analogous provisions or at the option of the
Holder thereof.


     All payments of principal and interest in respect of the Securities shall
be made without withholding or deduction for any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of (i) Bermuda, any political
subdivision of Bermuda or any authority therein or thereof, or (ii) any other
jurisdiction (a “Relevant Jurisdiction”) as a result of the Company’s being
organized in or moving the Company’s principal office to such jurisdiction
(“Taxes”), except to the extent that such Taxes are required by Bermuda, any
such political subdivision or authority, or any such Relevant Jurisdiction, to
be withheld or deducted. In the event of any withholding or deduction for any
Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as
will result in receipt by the Holders of Securities on the respective due dates
of such amounts as would have been received by them had no such withholding or
deduction (including for any Taxes payable in respect of Additional Amounts)
been required, except that no such Additional Amounts shall be payable with
respect to any payment on a Security to the extent:



	 	(i)	 	that any such taxes, duties, assessments or other
governmental charges would not have been imposed but for a
connection between the Holder and the jurisdiction imposing the
Taxes other than the holding of such Security and the receipt of
payments with respect to such Security;
	 
	 	(ii)	 	of estate, inheritance, gift or any similar tax, assessment
or other governmental charge imposed with respect to a Security;
	 
	 	(iii)	 	any such taxes, duties, assessments or other governmental
charges that would not have been imposed but for the failure of the
Holder or beneficial owner of such Security to comply with any
certification, identification or other reporting requirements
concerning the nationality, residence, identity or connection with
the taxing jurisdiction of the Holder or beneficial owner of such
Security, if (a) compliance is required by law or by an applicable
income tax treaty to which



(Reverse of Security continued on next page)



-9-






 






	 	 	 	the jurisdiction imposing the Taxes is a party as a precondition
to exemption from such taxes, duties, assessments or other
governmental charges, and (b) at least 60 days prior to the first
payment date with respect to which the Company shall apply this
clause (iii), the Company shall have notified all the Holders, in
writing, that such Holders or beneficial owners of the Security
will be required to provide such information or documentation; or
	 
	 	(iv)	 	of any such taxes, duties, assessments or other governmental
charges with respect to a Security presented for payment more than
30 days after the date on which such payment became due and payable
or the date on which payment thereof is duly provided for and notice
thereof given to Holders, whichever occurs later, except to the
extent that the Holder of such Security would have been entitled to
such Additional Amounts on presenting such Security for payment on
any date during such 30-day period.



     The Company shall provide the Trustee with documentation (which may
consist of certified copies of such documentation) satisfactory to the Trustee
evidencing the payment of Taxes in respect of which the Company has paid any
Additional Amounts. Copies of such documentation shall be made available to
the Holders of the Securities or the Paying Agent, as applicable, upon request
therefor.


     The Company shall pay all stamp and other duties, if any, which may be
imposed by Bermuda, the United States of America or any other governmental
entity or political subdivision therein or thereof, or any taxing authority of
or in any of the foregoing, with respect to the Indenture or the issuance of
the Securities.


     If, as a result of any amendment to, or change in, the laws (or any
regulation or rulings promulgated thereunder) of Bermuda, any political
subdivision of Bermuda or any taxing authority thereof or therein, or of any
Relevant Jurisdiction, affecting taxation, or any amendment to, or change in,
an official interpretation or application regarding such laws, regulations or
rulings, which change, amendment, application or interpretation becomes
effective or is announced after the Issue Date, the Company would be obligated,
for reasons outside its control, to pay on the next succeeding Interest Payment
Date Additional Amounts in respect of interest payments on the Securities
pursuant to the terms and conditions of Section 1008 of the Indenture, and if
such obligation cannot be avoided by the Company after taking reasonable
measures to avoid it, then, at the Company’s option, the Securities may be
redeemed in whole, but not in part, at any time, on giving not less than 35 nor
more than 65 days’ written notice to the Trustee (unless a shorter notice
period shall be acceptable to the Trustee for its convenience) and not less
than 30 nor more than 60 days’ notice to the Holders of Securities, at a
Redemption Price equal to 100% of the principal amount thereof, together with
accrued interest to the Redemption Date and any Additional Amounts which would
otherwise be payable; provided, however, that (1) no notice of such redemption
may be given earlier than 90 days prior to the earliest date on which the
Company would but for such redemption be obligated to pay such Additional
Amounts, and (2) at the time such notice is given, such obligation to pay such
Additional Amounts remains in effect.


(Reverse of Security continued on next page)



-10-






 





     Before any written notice of redemption pursuant to the preceding
paragraph is given to the Trustee or the Holders, the Company shall deliver to
the Trustee (i) an Officers’ Certificate to the effect that the Company’s
obligations to pay such Additional Amounts cannot be avoided by the Company
taking reasonable measures available to it and (ii) an opinion of independent
legal counsel or an independent auditor (which can be the Company’s regular
independent accountants or other independent accountants of recognized standing
and reasonably satisfactory to the Trustee) of the Company to the effect that
the Company would be obligated to pay Additional Amounts in respect of interest
payments on the Securities because of any amendment to or change in laws of the
kind referred to above. The Trustee will accept such certificate and opinion
as sufficient evidence of the satisfaction of the conditions precedent
described in the preceding paragraph (subject to the proviso thereto), in which
event it will be conclusive and binding on the Holders. Any such notice of
redemption, once given to the Holders, shall be irrevocable.


     Except as otherwise provided herein or in the Indenture, the Securities
that are offered and sold to institutions that are “accredited investors”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act that are not also Qualified Institutional Buyers shall be issued
in the names of their initial beneficial owners and delivered to such Holders.


     In connection with any transfer of an interest in this Security by a
Holder to a transferee that is an institutional “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act that is not also a Qualified Institutional Buyer, the transferee
will be required to furnish to the Trustee, as Security Registrar, and the
Company, prior to the transfer, a signed letter, the form of which is contained
in Annex A hereto and which may be obtained from the Trustee, containing, among
other things, representations and agreements relating to the transferee’s
status as an institutional “accredited investor” within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and
acknowledging the restrictions on transfer of the Securities, and the Holder,
at the Company’s request, will be required, prior to such transfer, to provide
the Company and the Trustee, as Security Registrar, with an opinion of counsel
reasonably acceptable to the Company, addressed to the Company and in form
acceptable to the Company, to the effect that the transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and is otherwise in compliance
with the transfer restrictions applicable to the Securities that the Holder
seeks to transfer.


     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of all series to be affected (considered together as
one class for


(Reverse of Security continued on next page)



-11-






 





this purpose). The Indenture also contains provisions (i) permitting the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected under the Indenture (considered
together as one class for this purpose), on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and (ii) permitting the Holders of a majority in
principal amount of the Securities at the time Outstanding of any series to be
affected under the Indenture (with each such series considered separately for
this purpose), on behalf of the Holders of all Securities of such series, to
waive certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee security or indemnity
reasonably satisfactory to the Trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


     Subject to certain limitations in the Indenture, at any time when the
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), nor exempt from reporting requirements
pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder
of a Security or of a beneficial owner of an interest in a Global Security, the
Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder or beneficial owner, or to a prospective
purchaser of a Security or a beneficial interest in a Global Security
designated by such Holder or beneficial owner of such interest in order to
permit compliance by such Holder or beneficial owner with Rule 144A under the
Securities Act of 1933, as amended. “Rule 144A Information” shall be such
information as is specified pursuant to paragraph (d)(4) of Rule 144A (or any
successor provision thereto), as such provision (or successor provision) may be
amended from time to time.


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


(Reverse of Security continued on next page)



-12-






 





     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


     The Securities of this series are issuable only in registered form without
coupons in denominations of U.S.$1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


-13-






 


ANNEX A


FORM OF ACCREDITED INVESTOR LETTER



The Bank of New York

101 Barclay Street

Floor 21

New York, NY 10286



Intelsat, Ltd.

North Tower, 2nd Floor

90 Pitts Bay Road

Pembroke HM 08, Bermuda


Dear Sirs and Madams:


     Reference is hereby made to the Indenture, dated as of April 1, 2002 (the
“Indenture”), between Intelsat, Ltd. (the “Company”) and The Bank of New York,
as Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.


     We are delivering this letter in connection with our proposed purchase of
5 1/4% Senior Notes due 2008 (the “2008 notes”) of the Company.


     We hereby represent, agree and confirm that:



	 	i)	 	we are an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
of 1933, as amended (the “Securities Act”) (an “institutional
accredited investor”);
	 
	 	ii)	 	any purchase of the 2008 notes by us will be for our own
account or for the account of one or more other institutional
investors for which we exercise sole investment discretion (and any
such institutional investors with such accounts are also
institutional accredited investors);
	 
	 	iii)	 	we have such knowledge and experience in financial and
business matters that we are capable of evaluating the merits and
risks of purchasing the 2008 notes, and we are able to bear the
economic risks of our investment;
	 
	 	iv)	 	in the event that we purchase any of the 2008 notes, we (and
any separate account for which we are acting) will purchase at least
$250,000 aggregate principal amount of 2008 notes;
	 
	 	v)	 	we are not acquiring the 2008 notes with a view to, or for
offer or sale in connection with, any distribution in violation of
the Securities Act; provided that the disposition of our property
and the property of any accounts for which we are acquiring 2008
notes shall remain at all times within our control;
	 
	 	vi)	 	we agree that if in the future we decide to offer, resell,
pledge or otherwise transfer 2008 notes, we will do so only (i) to
the Company, (ii) for so long as the securities



A-1 






 







	 	 	 	are eligible for resale pursuant to Rule 144A, to a person that we
reasonably believe is a qualified institutional buyer acquiring the
2008 notes for its own account or for the account of one or more
other qualified institutional buyers in a transaction meeting the
requirements of Rule 144A, (iii) to an institutional accredited
investor that, prior to the transfer, furnishes to the Company and
the trustee a signed letter, the form of which may be obtained from
the trustee, containing, among other things, representations and
agreements relating to the transferee’s status as an institutional
accredited investor and acknowledging the restrictions on transfer of
the 2008 notes, provided that we must provide the Company and the
trustee with an opinion of counsel reasonably acceptable to the
Company, in form acceptable to the Company, to the effect that the
transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, and further provided that the transferee purchases at
least $250,000 in aggregate principal amount of 2008 notes from us,
(iv) in an offshore transaction meeting the requirements of Rule 903
or Rule 904 of Regulation S under the Securities Act, (v) pursuant to
an exemption from registration under the Securities Act provided by
Rule 144 under the Securities Act (if available) or (vi) pursuant to
an effective registration statement under the Securities Act, in each
case in accordance with any applicable securities laws of any state
of the United States and any other jurisdiction. We understand
that, prior to any transfer referred to in clauses (ii), (iii), (iv)
or (v) of the preceding sentence, we must furnish to the trustee such
certifications, legal opinions and other information as the Company
may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. We agree to
notify any subsequent purchaser of 2008 notes from us of the transfer
restriction to which the 2008 notes are subject at the time, if
applicable; and
	 
	 	vii)	 	we either (A) are not an employee benefit plan or other plan
or arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds or insurance
company general or separate accounts in which such plans, accounts
or arrangements are invested, that are subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended, referred to as ERISA, and/or Section 4975
of the Internal Revenue Code of 1986, as amended, referred to as the
Code, all of such plans or arrangements referred to collectively as
a plan, or a person investing assets of a plan or any entity whose
underlying assets include assets of a plan by reason of a plan’s
investment in the entity, or (B) represent that the purchase and
holding of the 2008 notes or any interest therein are exempt from
the prohibited transaction restrictions of ERISA and the Code
pursuant to one or more prohibited transaction statutory or
administrative exemptions.



     We acknowledge and understand that you and others will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.


A-2 






 


     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.




	 	 	 	 	 
	Date:	 	 
	
	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	

(Name of Purchaser)
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	
Address:	 	 
	 	 	 	 	




A-3 






 



[FORM OF REGULATION S GLOBAL 2008 NOTE]



          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT’’) AND, PRIOR TO THE EXPIRATION
OF FORTY DAYS FROM THE LATER OF (1) THE DATE ON WHICH THESE SECURITIES WERE
FIRST OFFERED AND (2) THE DATE OF ISSUANCE OF THESE SECURITIES, MAY NOT BE
OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY U.S. PERSON EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ONE OR MORE
OTHER QUALIFIED INSTITUTIONAL BUYERS IN ACCORDANCE WITH RULE 144A OR (2) IN A
MINIMUM PRINCIPAL AMOUNT OF $250,000 TO AN INSTITUTIONAL ACCREDITED INVESTOR,
AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, OR (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903
OR 904 OF REGULATION S OR RULE 144 UNDER THE SECURITIES ACT. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF
THE ISSUER THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO ABOVE. IN CONNECTION WITH ANY TRANSFER OF THE
SECURITY EVIDENCED HEREBY, THE HOLDER OR THE TRANSFEREE, AS THE CASE MAY BE,
MUST PROVIDE ANY CERTIFICATIONS REQUIRED BY OR PURSUANT TO THE INDENTURE TO THE
BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE) AND, AS
THE CASE MAY BE, TO THE ISSUER. IF THE TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR, THE HOLDER OR THE TRANSFEREE, AS THE CASE MAY BE, MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE BANK OF NEW YORK, AS
TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS REQUIRED BY OR PURSUANT TO THE INDENTURE OR AS
THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN



(Face of Security continued on next page)



 






 





AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


(Face of Security continued on next page)




-2-






 





INTELSAT, LTD.



5 1/4% SENIOR NOTES DUE 2008




	 	 	 
	No.	 	
U.S.$
	CUSIP NO. G4803J AB 8	 	 



     Intelsat, Ltd., a company duly organized and existing under the laws of
Bermuda (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of           
Dollars (U.S.$            
), or such principal amount as may be set forth in the records of the Trustee
hereinafter referred to in accordance with the Indenture, on November 1, 2008,
and to pay interest thereon from November 7, 2003 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 1 and November 1 in each year, commencing May 1, 2004, at
the rate of 5 1/4% per annum, until the principal hereof is paid or made
available for payment, provided that Additional Interest (as defined below) may
accrue on this Security upon the occurrence of a Registration Default (as
defined below). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the April 15 or October 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.


     Payment of the principal of (and premium, if any) and any such interest
and other amounts due on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York, and at such
other office or agency of the Company as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that at the option of the Company and subject to the next paragraph payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Notwithstanding
any other provision of this security or the Indenture, if this Security is a
Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.


     Subject to the preceding paragraph, payment of any amount payable on this
Security will be made by wire transfer of immediately available funds to an
account maintained by the payee with a bank located in the Borough of
Manhattan, The City of New York, if (i) the principal of this Security is at
least U.S.$1,000,000 and (ii) the Holder entitled to receive such payment
transmits a written request for such payment to be made in such manner to the
Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration – Global Finance Unit, on or


(Face of Security continued on next page)




-3-






 





before the fifth Business Day before the day on which such payment is to
be made; provided that, in the case of any such payment due at the Maturity of
the principal hereof (other than any payment of interest that first becomes due
on an Interest Payment Date), this Security must be surrendered at the office
or agency of the Company maintained for that purpose in The City of New York
(or at any other office or agency maintained by the Company for that purpose)
in time for the Paying Agent to make such payment in such funds in accordance
with its normal procedures. Any such request made with respect to any payment
on this Security payable to a particular Holder will remain in effect for all
later payments on this Security payable to such Holder, unless such request is
revoked on or before the fifth Business Day before a payment is to be made, in
which case such revocation shall be effective for such payment and all later
payments. In the case of any payment of interest payable on an Interest
Payment Date, such written request must be made by the Person that is the
registered Holder of this Security on the relevant Regular Record Date. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer with respect to this Security, but any tax,
assessment or other governmental charge imposed upon any payment will be borne
by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.


     The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement, dated as of November 7, 2003 (the “Registration
Rights Agreement”), among the Company, Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc. and BNP Paribas Securities Corp., pursuant to
which the Company will be obligated to file a registration statement under the
Securities Act registering securities in like principal amount and having
substantially identical terms as this Security (the “Exchange Notes”) and to
consummate an exchange offer (the “Exchange Offer”) pursuant to which the
Holder of this Security shall have the right to exchange this Security for
Exchange Notes or, if applicable, to file a registration statement registering
this Security for resale (the “Shelf Registration Statement”). If (1) the
Company fails to file the Exchange Offer registration statement on or prior to
the 240th calendar day after the issue date of this Security or fails to file a
Shelf Registration Statement on or prior to the 240th calendar day after the
date the Shelf Registration Statement is required to be filed pursuant to the
Registration Rights Agreement; or (2) any of the Exchange Offer registration
statement or the Shelf Registration Statement is not declared effective by the
Securities and Exchange Commission (A) in the case of the Exchange Offer
registration statement, on or prior to the 300th calendar day after November 7,
2003 or (B) in the case of the Shelf Registration Statement, on or prior to the
360th calendar day after the date the Shelf Registration Statement is required
to be filed pursuant to the Registration Rights Agreement; or (3) the Company
fails to consummate the Exchange Offer on or prior to the 340th calendar day
after the issue date of this Security (each event referred to in clauses (1)
through (3), a “Registration Default”), then additional interest will accrue in
respect of this Security from and including the next calendar day following
each of (a) such 240 day period in the case of clause (1) above, (b) such 300
day period in the case of clause (2) (A) above or such 360 day period in the
case of clause (2)(B) above and (c) such 340 day period in the case of clause
(3) above, in each case at a rate equal to 0.25% per annum (“Additional
Interest”). The aggregate amount of the Additional Interest in respect of this
Security will in no event exceed 0.25% per annum. All accrued Additional
Interest will be paid to Holders in the same manner as interest is paid under
this Security. Following the cure of all Registration Defaults, the accrual of
Additional Interest will cease.


     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


(Face of Security continued on next page)




-4-






 



     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


     In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:




	 	 	 	 	 
	 	 	INTELSAT, LTD.
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Attest:	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 



     This is one of the Securities of the series designated herein and referred
to in the Indenture.


Dated:




	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	              Authorized Officer



 






 



[Reverse of Security]



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of April 1, 2002 (herein called the
“Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially
limited in aggregate principal amount to U.S.$400,000,000 (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of this series pursuant to
Section 304, 305, 306, 906 or 1107 of the Indenture and except for any
Securities which, pursuant to Section 303 of the Indenture, are deemed never to
have been authenticated and delivered thereunder).


     The Securities may be redeemed by the Company (i) as provided in Section
1108 of the Indenture and (ii) in whole or in part, at its option at any time
and from time to time at a Redemption Price equal to the greater of (A) 100% of
the principal amount of the Securities to be redeemed and (B) the sum of the
present values of the Remaining Scheduled Payments discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, together with, in
each case, accrued interest on the principal amount of the Securities to be
redeemed to the date of redemption. In connection with such optional
redemption the following defined terms apply:


     “Comparable Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated (on a straight-line basis) maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a comparable maturity to the remaining
term of such Securities.


     “Comparable Treasury Price” means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.


     “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.


     “Reference Treasury Dealer” means each of Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities Corp.,
or their affiliates which are primary U.S. Government securities dealers, and
their respective successors, and two other nationally recognized investment
banking firms that are primary U.S. Government securities dealers in The City
of New York (a “Primary Treasury Dealer”) specified from time to time by the
Company; provided, however, that if any of the foregoing, or their affiliates,
as the case may


(Reverse of Security continued on next page)




-6-






 





be, shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer.


     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business
Day preceding such Redemption Date.


     “Remaining Scheduled Payments” means, with respect to each Security to be
redeemed, the remaining scheduled payments of principal of and interest on such
Security that would be due after the related Redemption Date but for such
redemption. If such Redemption Date is not an Interest Payment Date with
respect to such Security, the amount of the next succeeding scheduled interest
payment on such Security will be reduced by the amount of interest accrued on
such Security to such Redemption Date.


     “Treasury Rate” means, with respect to any Redemption Date:



	 	(i)	 	the yield, under the heading that represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any
successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields
on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the remaining term
of the Securities, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to
the nearest month); or
	 
	 	(ii)	 	if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.



     The Treasury Rate will be calculated on the third Business Day preceding
the Redemption Date.


     Notice of any such redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to the Holders of the Securities to be
redeemed. On and after any Redemption Date, interest will cease to accrue on
the Securities or any portion thereof called for redemption unless the Company
defaults in the payment of the Redemption Price. On or before any Redemption
Date, the Company shall deposit with a Paying Agent (or the Trustee) money


(Reverse of Security continued on next page)



-7-






 





sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date.


     The Redemption Price shall be calculated by the Independent Investment
Banker, and the Company, the Trustee and any Paying Agent for the Securities
shall be entitled to rely on, and the Company and the Holders shall be bound
by, such calculation.


     Upon the earliest to occur for whatever reason of a Mandatory Redemption
Event, the Company will be required to redeem a portion of this Security, at a
Redemption Price equal to 102% of the principal amount of the portion of this
Security to be redeemed, together with accrued and unpaid interest on the
principal amount of this Security, if any, and any other amounts due to the
Redemption Date, if any, such that, following and after giving effect to any
such mandatory redemption, $200,000,000 aggregate principal amount of the
Securities will remain outstanding. The Redemption Date with respect to any
such mandatory redemption will be determined by the Company and must be within
ten Business Days of the applicable Mandatory Redemption Event. In connection
with such mandatory redemption, the following terms apply:


     “Applicable Credit Agreement” means the credit agreement to be entered
into or entered into among the Company and various financial institutions,
including affiliates of Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc. and BNP Paribas Securities Corp., the initial purchasers of this
Security (the “Initial Purchasers”), under a commitment letter dated July 15,
2003, as amended from time to time, with affiliates of the Initial Purchasers
pursuant to which those affiliates have agreed to provide financing for the
transactions contemplated by the Asset Purchase Agreement, for the repayment of
near-term debt obligations of the Company as they become due and for working
capital requirements, or any alternative credit agreement thereto entered into
among the Company and affiliates of the Initial Purchasers, in any case prior
to the closing of the transactions contemplated by the Asset Purchase Agreement
and in each case as such agreement may be amended from time to time.


     “Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of
July 15, 2003, as amended from time to time (the “Asset Purchase Agreement”),
among the Company, Intelsat (Bermuda), Ltd., Loral Space & Communications
Corporation, as debtor and debtor-in-possession, Loral SpaceCom Corporation, as
debtor and debtor-in-possession and Loral Satellite, Inc., as debtor and
debtor-in-possession.


     “Mandatory Redemption Event” means any of the following: (i) the Asset
Purchase Agreement is terminated, (ii) the Applicable Credit Agreement is not
entered into by all the parties thereto or is terminated at any time following
its execution, in each case on or prior to April 30, 2004, (iii) the Company
fails to meet any condition required for the extension of loans under the
Applicable Credit Agreement on or prior to April 30, 2004 that in accordance
with the terms of the Applicable Credit Agreement must be satisfied, and that
has not been waived, on or prior to that date, or (iv) the closing of the
transactions contemplated by the Asset Purchase Agreement does not occur on or
prior to April 30, 2004.


     Notice of any such mandatory redemption shall be provided to the Holders
of this Security at least one Business Day before the Redemption Date and will
specify the applicable


(Reverse of Security continued on next page)



-8-






 





Mandatory Redemption Event. On and after any Redemption Date, interest
will cease to accrue on the portion of this Security called for redemption
unless the Company defaults in the payment of the Redemption Price. On or
before any Redemption Date, the Company shall deposit with a Paying Agent (or
the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the Securities to be redeemed on such date.


     If less than all of the Securities are to be redeemed, the Securities to
be redeemed shall be selected by the Trustee on a pro rata basis, by lot or by
such other method as the Trustee shall deem fair and appropriate. No
Securities of $1,000 in principal amount or less will be redeemed in part. If
the Company redeems Securities in part, the notice of redemption shall state
the portion of the principal amount of the Securities to be redeemed.


     In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.


     The Company shall not be obligated to redeem or purchase the Securities
pursuant to any sinking fund or analogous provisions or at the option of the
Holder thereof.


     All payments of principal and interest in respect of the Securities shall
be made without withholding or deduction for any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of (i) Bermuda, any political
subdivision of Bermuda or any authority therein or thereof, or (ii) any other
jurisdiction (a “Relevant Jurisdiction”) as a result of the Company’s being
organized in or moving the Company’s principal office to such jurisdiction
(“Taxes”), except to the extent that such Taxes are required by Bermuda, any
such political subdivision or authority, or any such Relevant Jurisdiction, to
be withheld or deducted. In the event of any withholding or deduction for any
Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as
will result in receipt by the Holders of Securities on the respective due dates
of such amounts as would have been received by them had no such withholding or
deduction (including for any Taxes payable in respect of Additional Amounts)
been required, except that no such Additional Amounts shall be payable with
respect to any payment on a Security to the extent:



	 	(i)	 	that any such taxes, duties, assessments or other
governmental charges would not have been imposed but for a
connection between the Holder and the jurisdiction imposing the
Taxes other than the holding of such Security and the receipt of
payments with respect to such Security;
	 
	 	(ii)	 	of estate, inheritance, gift or any similar tax, assessment or
other governmental charge imposed with respect to a Security;
	 
	 	(iii)	 	any such taxes, duties, assessments or other governmental
charges that would not have been imposed but for the failure of the
Holder or beneficial owner of such Security to comply with any
certification, identification or other reporting requirements
concerning the nationality, residence, identity or connection with
the taxing jurisdiction of the Holder or beneficial owner of such
Security, if (a) compliance is required by law or by an applicable
income tax treaty to which the



(Reverse of Security continued on next page)



-9-






 






	 	 	 	jurisdiction imposing the Taxes is a party as a precondition to
exemption from such taxes, duties, assessments or other
governmental charges, and (b) at least 60 days prior to the first
payment date with respect to which the Company shall apply this
clause (iii), the Company shall have notified all the Holders, in
writing, that such Holders or beneficial owners of the Security
will be required to provide such information or documentation; or
	 
	 	(iv)	 	of any such taxes, duties, assessments or other governmental
charges with respect to a Security presented for payment more than
30 days after the date on which such payment became due and payable
or the date on which payment thereof is duly provided for and notice
thereof given to Holders, whichever occurs later, except to the
extent that the Holder of such Security would have been entitled to
such Additional Amounts on presenting such Security for payment on
any date during such 30-day period.



     The Company shall provide the Trustee with documentation (which may
consist of certified copies of such documentation) satisfactory to the Trustee
evidencing the payment of Taxes in respect of which the Company has paid any
Additional Amounts. Copies of such documentation shall be made available to
the Holders of the Securities or the Paying Agent, as applicable, upon request
therefor.


     The Company shall pay all stamp and other duties, if any, which may be
imposed by Bermuda, the United States of America or any other governmental
entity or political subdivision therein or thereof, or any taxing authority of
or in any of the foregoing, with respect to the Indenture or the issuance of
the Securities.


     If, as a result of any amendment to, or change in, the laws (or any
regulation or rulings promulgated thereunder) of Bermuda, any political
subdivision of Bermuda or any taxing authority thereof or therein, or of any
Relevant Jurisdiction, affecting taxation, or any amendment to, or change in,
an official interpretation or application regarding such laws, regulations or
rulings, which change, amendment, application or interpretation becomes
effective or is announced after the Issue Date, the Company would be obligated,
for reasons outside its control, to pay on the next succeeding Interest Payment
Date Additional Amounts in respect of interest payments on the Securities
pursuant to the terms and conditions of Section 1008 of the Indenture, and if
such obligation cannot be avoided by the Company after taking reasonable
measures to avoid it, then, at the Company’s option, the Securities may be
redeemed in whole, but not in part, at any time, on giving not less than 35 nor
more than 65 days’ written notice to the Trustee (unless a shorter notice
period shall be acceptable to the Trustee for its convenience) and not less
than 30 nor more than 60 days’ notice to the Holders of Securities, at a
Redemption Price equal to 100% of the principal amount thereof, together with
accrued interest to the Redemption Date and any Additional Amounts which would
otherwise be payable; provided, however, that (1) no notice of such redemption
may be given earlier than 90 days prior to the earliest date on which the
Company would but for such redemption be obligated to pay such Additional
Amounts, and (2) at the time such notice is given, such obligation to pay such
Additional Amounts remains in effect.


(Reverse of Security continued on next page)



-10-






 





     Before any written notice of redemption pursuant to the preceding
paragraph is given to the Trustee or the Holders, the Company shall deliver to
the Trustee (i) an Officers’ Certificate to the effect that the Company’s
obligations to pay such Additional Amounts cannot be avoided by the Company
taking reasonable measures available to it and (ii) an opinion of independent
legal counsel or an independent auditor (which can be the Company’s regular
independent accountants or other independent accountants of recognized standing
and reasonably satisfactory to the Trustee) of the Company to the effect that
the Company would be obligated to pay Additional Amounts in respect of interest
payments on the Securities because of any amendment to or change in laws of the
kind referred to above. The Trustee will accept such certificate and opinion
as sufficient evidence of the satisfaction of the conditions precedent
described in the preceding paragraph (subject to the proviso thereto), in which
event it will be conclusive and binding on the Holders. Any such notice of
redemption, once given to the Holders, shall be irrevocable.


     Except as otherwise provided herein or in the Indenture, the Securities
that are offered and sold to institutions that are “accredited investors”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act that are not also Qualified Institutional Buyers shall be issued
in the names of their initial beneficial owners and delivered to such Holders.


     Prior to the expiration of forty days from the later of (i) the date on
which this Security was first offered and (ii) the date of issuance of this
Security, in connection with any transfer of an interest in this Security by a
Holder to a transferee that is an institutional “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act that is not also a Qualified Institutional Buyer, the transferee
will be required to furnish to the Trustee, as Security Registrar, and the
Company, prior to the transfer, a signed letter, the form of which is contained
in Annex A hereto and which may be obtained from the Trustee, containing, among
other things, representations and agreements relating to the transferee’s
status as an institutional “accredited investor” within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and
acknowledging the restrictions on transfer of the Securities, and the Holder,
at the Company’s request, will be required, prior to such transfer, to provide
the Company and the Trustee, as Security Registrar, with an opinion of counsel
reasonably acceptable to the Company, addressed to the Company and in form
acceptable to the Company, to the effect that the transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and is otherwise in compliance
with the transfer restrictions applicable to the Securities that the Holder
seeks to transfer.


     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the


(Reverse of Security continued on next page)



-11-






 





Securities at the time Outstanding of all series to be affected
(considered together as one class for this purpose). The Indenture also
contains provisions (i) permitting the Holders of a majority in principal
amount of the Securities at the time Outstanding of all series to be affected
under the Indenture (considered together as one class for this purpose), on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and (ii) permitting the
Holders of a majority in principal amount of the Securities at the time
Outstanding of any series to be affected under the Indenture (with each such
series considered separately for this purpose), on behalf of the Holders of all
Securities of such series, to waive certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.


     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee security or indemnity
reasonably satisfactory to the Trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


     Subject to certain limitations in the Indenture, at any time when the Company
is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), nor exempt from reporting requirements
pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder
of a Security or of a beneficial owner of an interest in a Global Security, the
Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder or beneficial owner, or to a prospective
purchaser of a Security or a beneficial interest in a Global Security
designated by such Holder or beneficial owner of such interest in order to
permit compliance by such Holder or beneficial owner with Rule 144A under the
Securities Act of 1933, as amended. “Rule 144A Information” shall be such


(Reverse of Security continued on next page)




-12-










 



information as is specified pursuant to paragraph (d)(4) of Rule 144A (or any
successor provision thereto), as such provision (or successor provision) may be
amended from time to time.


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


     The Securities of this series are issuable only in registered form without
coupons in denominations of U.S.$1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


-13-






 


ANNEX A


FORM OF ACCREDITED INVESTOR LETTER



The Bank of New York

101 Barclay Street

Floor 21

New York, NY 10286



Intelsat, Ltd.

North Tower, 2nd Floor

90 Pitts Bay Road

Pembroke HM 08, Bermuda


Dear Sirs and Madams:


     Reference is hereby made to the Indenture, dated as of April 1, 2002 (the
“Indenture”), between Intelsat, Ltd. (the “Company”) and The Bank of New York,
as Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.


     We are delivering this letter in connection with our proposed purchase of
5 1/4% Senior Notes due 2008 (the “2008 notes”) of the Company.


     We hereby represent, agree and confirm that:



	 	i)	 	we are an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
of 1933, as amended (the “Securities Act”) (an “institutional
accredited investor”);
	 
	 	ii)	 	any purchase of the 2008 notes by us will be for our own
account or for the account of one or more other institutional
investors for which we exercise sole investment discretion (and any
such institutional investors with such accounts are also
institutional accredited investors);
	 
	 	iii)	 	we have such knowledge and experience in financial and
business matters that we are capable of evaluating the merits and
risks of purchasing the 2008 notes, and we are able to bear the
economic risks of our investment;
	 
	 	iv)	 	in the event that we purchase any of the 2008 notes, we (and
any separate account for which we are acting) will purchase at least
$250,000 aggregate principal amount of 2008 notes;
	 
	 	v)	 	we are not acquiring the 2008 notes with a view to, or for
offer or sale in connection with, any distribution in violation of
the Securities Act; provided that the disposition of our property
and the property of any accounts for which we are acquiring 2008
notes shall remain at all times within our control;
	 
	 	vi)	 	we agree that if in the future we decide to offer, resell,
pledge or otherwise transfer 2008 notes, we will do so only (i) to
the Company, (ii) for so long as the securities



A-1 






 







	 	 	 	are eligible for resale pursuant to Rule 144A, to a person that we
reasonably believe is a qualified institutional buyer acquiring the
2008 notes for its own account or for the account of one or more
other qualified institutional buyers in a transaction meeting the
requirements of Rule 144A, (iii) to an institutional accredited
investor that, prior to the transfer, furnishes to the Company and
the trustee a signed letter, the form of which may be obtained from
the trustee, containing, among other things, representations and
agreements relating to the transferee’s status as an institutional
accredited investor and acknowledging the restrictions on transfer of
the 2008 notes, provided that we must provide the Company and the
trustee with an opinion of counsel reasonably acceptable to the
Company, in form acceptable to the Company, to the effect that the
transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, and further provided that the transferee purchases at
least $250,000 in aggregate principal amount of 2008 notes from us,
(iv) in an offshore transaction meeting the requirements of Rule 903
or Rule 904 of Regulation S under the Securities Act, (v) pursuant to
an exemption from registration under the Securities Act provided by
Rule 144 under the Securities Act (if available) or (vi) pursuant to
an effective registration statement under the Securities Act, in each
case in accordance with any applicable securities laws of any state
of the United States and any other jurisdiction. We understand
that, prior to any transfer referred to in clauses (ii), (iii), (iv)
or (v) of the preceding sentence, we must furnish to the trustee such
certifications, legal opinions and other information as the Company
may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. We agree to
notify any subsequent purchaser of 2008 notes from us of the transfer
restriction to which the 2008 notes are subject at the time, if
applicable; and
	 
	 	vii)	 	we either (A) are not an employee benefit plan or other plan
or arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds or insurance
company general or separate accounts in which such plans, accounts
or arrangements are invested, that are subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended, referred to as ERISA, and/or Section 4975
of the Internal Revenue Code of 1986, as amended, referred to as the
Code, all of such plans or arrangements referred to collectively as
a plan, or a person investing assets of a plan or any entity whose
underlying assets include assets of a plan by reason of a plan’s
investment in the entity, or (B) represent that the purchase and
holding of the 2008 notes or any interest therein are exempt from
the prohibited transaction restrictions of ERISA and the Code
pursuant to one or more prohibited transaction statutory or
administrative exemptions.



     We acknowledge and understand that you and others will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.


A-2 






 


     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



	 	 	 	 	 
	Date:

	 	Very truly yours,
	 	 	 	 	 
	 	 	

(Name of Purchaser)
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	
Name:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	
Address:	 	 
	 	 	 	 	




A-3 






 



[FORM OF EXCHANGE GLOBAL 2008 NOTE]



          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



INTELSAT, LTD.



5 1/4% SENIOR NOTES DUE 2008




	 	 	 
	No.	 	
U.S.$
	CUSIP NO. 45820E AG 7	 	 



     Intelsat, Ltd., a company duly organized and existing under the laws of
Bermuda (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
       Dollars (U.S.$       ), or such principal
amount as may be set forth in the records of the Trustee hereinafter referred
to in accordance with the Indenture, on November 1, 2008, and to pay interest
thereon from November 7, 2003 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on May 1 and
November 1 in each year, commencing May 1, 2004, at the rate of 5 1/4% per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the April 15 or October 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of
Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange


(Face of Security continued on next page)



 






 





on which the Securities of
this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.


     Payment of the principal of (and premium, if any) and any such interest
and other amounts due on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York, and at such
other office or agency of the Company as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that at the option of the Company and subject to the next paragraph, payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Notwithstanding
any other provision of this security or the Indenture, if this Security is a
Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.


     Subject to the preceding paragraph, payment of any amount payable on this
Security will be made by wire transfer of immediately available funds to an
account maintained by the payee with a bank located in the Borough of
Manhattan, The City of New York, if (i) the principal of this Security is at
least U.S.$1,000,000 and (ii) the Holder entitled to receive such payment
transmits a written request for such payment to be made in such manner to the
Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration – Global Finance Unit, on or before the fifth Business Day
before the day on which such payment is to be made; provided that, in the case
of any such payment due at the Maturity of the principal hereof (other than any
payment of interest that first becomes due on an Interest Payment Date), this
Security must be surrendered at the office or agency of the Company maintained
for that purpose in The City of New York (or at any other office or agency
maintained by the Company for that purpose) in time for the Paying Agent to
make such payment in such funds in accordance with its normal procedures. Any
such request made with respect to any payment on this Security payable to a
particular Holder will remain in effect for all later payments on this Security
payable to such Holder, unless such request is revoked on or before the fifth
Business Day before a payment is to be made, in which case such revocation
shall be effective for such payment and all later payments. In the case of any
payment of interest payable on an Interest Payment Date, such written request
must be made by the Person that is the registered Holder of this Security on
the relevant Regular Record Date. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer with
respect to this Security, but any tax, assessment or other governmental charge
imposed upon any payment will be borne by the Holder of this Security and may
be deducted from the payment by the Company or the Paying Agent.


     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


(Face of Security continued on next page)



- 2 -






 





     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


     In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:




	 	 	 	 	 
	 	 	INTELSAT, LTD.
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

Name:
	 	 	 	 	Title:



Attest:






Name:

Title:


     This is one of the Securities of the series designated herein and referred
to in the Indenture.


Dated:




	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 	 	 	 	 
	 	 	
By
	 	 
	 	 	 	

	 	 	 	 	Authorized Officer



 






 



[Reverse of Security]



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of April 1, 2002 (herein called the
“Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially
limited in aggregate principal amount to U.S.$400,000,000 (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of this series pursuant to
Section 304, 305, 306, 906 or 1107 of the Indenture and except for any
Securities which, pursuant to Section 303 of the Indenture, are deemed never to
have been authenticated and delivered thereunder).


     The Securities may be redeemed by the Company (i) as provided in Section
1108 of the Indenture and (ii) in whole or in part, at its option at any time
and from time to time at a Redemption Price equal to the greater of (A) 100% of
the principal amount of the Securities to be redeemed and (B) the sum of the
present values of the Remaining Scheduled Payments discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, together with, in
each case, accrued interest on the principal amount of the Securities to be
redeemed to the date of redemption. In connection with such optional
redemption the following defined terms apply:


     “Comparable Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated (on a straight-line basis) maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a comparable maturity to the remaining
term of such Securities.


     “Comparable Treasury Price” means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.


     “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.


     “Reference Treasury Dealer” means each of Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities Corp.,
or their affiliates which are primary U.S. Government securities dealers, and
their respective successors, and two other nationally recognized investment
banking firms that are primary U.S. Government securities dealers in The City
of New York (a “Primary Treasury Dealer”) specified from time to time by the
Company; provided, however, that if any of the foregoing, or their affiliates,
as the case may be, shall cease to be a Primary Treasury Dealer, the Company
shall substitute therefor another Primary Treasury Dealer.


(Reverse of Security continued on next page)



- 4 -






 





     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business
Day preceding such Redemption Date.


     “Remaining Scheduled Payments” means, with respect to each Security to be
redeemed, the remaining scheduled payments of principal of and interest on such
Security that would be due after the related Redemption Date but for such
redemption. If such Redemption Date is not an Interest Payment Date with
respect to such Security, the amount of the next succeeding scheduled interest
payment on such Security will be reduced by the amount of interest accrued on
such Security to such Redemption Date.


     “Treasury Rate” means, with respect to any Redemption Date:



	 	(i)	 	the yield, under the heading that represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any
successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields
on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the remaining term
of the Securities, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to
the nearest month); or
	 
	 	(ii)	 	if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.



     The Treasury Rate will be calculated on the third Business Day preceding
the Redemption Date.


     Notice of any such redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to the Holders of the Securities to be
redeemed. On and after any Redemption Date, interest will cease to accrue on
the Securities or any portion thereof called for redemption unless the Company
defaults in the payment of the Redemption Price. On or before any Redemption
Date, the Company shall deposit with a Paying Agent (or the Trustee) money
sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date.


(Reverse of Security continued on next page)



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     The Redemption Price shall be calculated by the Independent Investment
Banker, and the Company, the Trustee and any Paying Agent for the Securities
shall be entitled to rely on, and the Company and the Holders shall be bound
by, such calculation.


     Upon the earliest to occur for whatever reason of a Mandatory Redemption
Event, the Company will be required to redeem a portion of this Security, at a
Redemption Price equal to 102% of the principal amount of the portion of this
Security to be redeemed, together with accrued and unpaid interest on the
principal amount of this Security, if any, and any other amounts due to the
Redemption Date, if any, such that, following and after giving effect to any
such mandatory redemption, $200,000,000 aggregate principal amount of the
Securities will remain outstanding. The Redemption Date with respect to any
such mandatory redemption will be determined by the Company and must be within
ten Business Days of the applicable Mandatory Redemption Event. In connection
with such mandatory redemption, the following terms apply:


     “Applicable Credit Agreement” means the credit agreement to be entered
into or entered into among the Company and various financial institutions,
including affiliates of Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc. and BNP Paribas Securities Corp., the initial purchasers of this
Security (the “Initial Purchasers”), under a commitment letter dated July 15,
2003, as amended from time to time, with affiliates of the Initial Purchasers
pursuant to which those affiliates have agreed to provide financing for the
transactions contemplated by the Asset Purchase Agreement, for the repayment of
near-term debt obligations of the Company as they become due and for working
capital requirements, or any alternative credit agreement thereto entered into
among the Company and affiliates of the Initial Purchasers, in any case prior
to the closing of the transactions contemplated by the Asset Purchase Agreement
and in each case as such agreement may be amended from time to time.


     “Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of
July 15, 2003, as amended from time to time (the “Asset Purchase Agreement”),
among the Company, Intelsat (Bermuda), Ltd., Loral Space & Communications
Corporation, as debtor and debtor-in-possession, Loral SpaceCom Corporation, as
debtor and debtor-in-possession and Loral Satellite, Inc., as debtor and
debtor-in-possession.


     “Mandatory Redemption Event” means any of the following: (i) the Asset
Purchase Agreement is terminated, (ii) the Applicable Credit Agreement is not
entered into by all the parties thereto or is terminated at any time following
its execution, in each case on or prior to April 30, 2004, (iii) the Company
fails to meet any condition required for the extension of loans under the
Applicable Credit Agreement on or prior to April 30, 2004 that in accordance
with the terms of the Applicable Credit Agreement must be satisfied, and that
has not been waived, on or prior to that date, or (iv) the closing of the
transactions contemplated by the Asset Purchase Agreement does not occur on or
prior to April 30, 2004.


     Notice of any such mandatory redemption shall be provided to the Holders
of this Security at least one Business Day before the Redemption Date and will
specify the applicable Mandatory Redemption Event. On and after any Redemption
Date, interest will cease to accrue on the portion of this Security called for
redemption unless the Company defaults in the payment of the Redemption Price.
On or before any Redemption Date, the Company shall deposit with a


(Reverse of Security continued on next page)



- 6 -






 





Paying Agent
(or the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the Securities to be redeemed on such date.


     If less than all of the Securities are to be redeemed, the Securities to
be redeemed shall be selected by the Trustee on a pro rata basis, by lot or by
such other method as the Trustee shall deem fair and appropriate. No
Securities of $1,000 in principal amount or less will be redeemed in part. If
the Company redeems Securities in part, the notice of redemption shall state
the portion of the principal amount of the Securities to be redeemed.


     In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.


     The Company shall not be obligated to redeem or purchase the Securities
pursuant to any sinking fund or analogous provisions or at the option of the
Holder thereof.


     All payments of principal and interest in respect of the Securities shall
be made without withholding or deduction for any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of (i) Bermuda, any political
subdivision of Bermuda or any authority therein or thereof, or (ii) any other
jurisdiction (a “Relevant Jurisdiction”) as a result of the Company’s being
organized in or moving the Company’s principal office to such jurisdiction
(“Taxes”), except to the extent that such Taxes are required by Bermuda, any
such political subdivision or authority, or any such Relevant Jurisdiction, to
be withheld or deducted. In the event of any withholding or deduction for any
Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as
will result in receipt by the Holders of Securities on the respective due dates
of such amounts as would have been received by them had no such withholding or
deduction (including for any Taxes payable in respect of Additional Amounts)
been required, except that no such Additional Amounts shall be payable with
respect to any payment on a Security to the extent:



	 	(i)	 	that any such taxes, duties, assessments or other
governmental charges would not have been imposed but for a
connection between the Holder and the jurisdiction imposing the
Taxes other than the holding of such Security and the receipt of
payments with respect to such Security;
	 
	 	(ii)	 	of estate, inheritance, gift or any similar tax, assessment
or other governmental charge imposed with respect to a Security;
	 
	 	(iii)	 	any such taxes, duties, assessments or other governmental
charges that would not have been imposed but for the failure of the
Holder or beneficial owner of such Security to comply with any
certification, identification or other reporting requirements
concerning the nationality, residence, identity or connection with
the taxing jurisdiction of the Holder or beneficial owner of such
Security, if (a) compliance is required by law or by an applicable
income tax treaty to which the jurisdiction imposing the Taxes is a
party as a precondition to exemption from such taxes, duties,
assessments or other governmental charges, and (b) at least 60 days
prior to the first payment date with respect to which the Company
shall apply this clause (iii), the Company shall have notified all
the Holders, in



(Reverse of Security continued on next page)



- 7 -






 






	 	 	 	writing, that such Holders or beneficial owners of
the Security will be required to provide such information or
documentation; or
	 
	 	(iv)	 	of any such taxes, duties, assessments or other governmental
charges with respect to a Security presented for payment more than
30 days after the date on which such payment became due and payable
or the date on which payment thereof is duly provided for and notice
thereof given to Holders, whichever occurs later, except to the
extent that the Holder of such Security would have been entitled to
such Additional Amounts on presenting such Security for payment on
any date during such 30-day period.



     The Company shall provide the Trustee with documentation (which may
consist of certified copies of such documentation) satisfactory to the Trustee
evidencing the payment of Taxes in respect of which the Company has paid any
Additional Amounts. Copies of such documentation shall be made available to
the Holders of the Securities or the Paying Agent, as applicable, upon request
therefor.


     The Company shall pay all stamp and other duties, if any, which may be
imposed by Bermuda, the United States of America or any other governmental
entity or political subdivision therein or thereof, or any taxing authority of
or in any of the foregoing, with respect to the Indenture or the issuance of
the Securities.


     If, as a result of any amendment to, or change in, the laws (or any
regulation or rulings promulgated thereunder) of Bermuda, any political
subdivision of Bermuda or any taxing authority thereof or therein, or of any
Relevant Jurisdiction, affecting taxation, or any amendment to, or change in,
an official interpretation or application regarding such laws, regulations or
rulings, which change, amendment, application or interpretation becomes
effective or is announced after the Issue Date, the Company would be obligated,
for reasons outside its control, to pay on the next succeeding Interest Payment
Date Additional Amounts in respect of interest payments on the Securities
pursuant to the terms and conditions of Section 1008 of the Indenture, and if
such obligation cannot be avoided by the Company after taking reasonable
measures to avoid it, then, at the Company’s option, the Securities may be
redeemed in whole, but not in part, at any time, on giving not less than 35 nor
more than 65 days’ written notice to the Trustee (unless a shorter notice
period shall be acceptable to the Trustee for its convenience) and not less
than 30 nor more than 60 days’ notice to the Holders of Securities, at a
Redemption Price equal to 100% of the principal amount thereof, together with
accrued interest to the Redemption Date and any Additional Amounts which would
otherwise be payable; provided, however, that (1) no notice of such redemption
may be given earlier than 90 days prior to the earliest date on which the
Company would but for such redemption be obligated to pay such Additional
Amounts, and (2) at the time such notice is given, such obligation to pay such
Additional Amounts remains in effect.


     Before any written notice of redemption pursuant to the preceding
paragraph is given to the Trustee or the Holders, the Company shall deliver to
the Trustee (i) an Officers’ Certificate to the effect that the Company’s
obligations to pay such Additional Amounts cannot be avoided by the Company
taking reasonable measures available to it and (ii) an opinion of independent
legal counsel or an independent auditor (which can be the Company’s regular
independent accountants or other independent accountants of recognized standing
and reasonably satisfactory to the


(Reverse of Security continued on next page)



- 8 -






 





Trustee) of the Company to the effect that
the Company would be obligated to pay Additional Amounts in respect of interest
payments on the Securities because of any amendment to or change in laws of the
kind referred to above. The Trustee will accept such certificate and opinion
as sufficient evidence of the satisfaction of the conditions precedent
described in the preceding
paragraph (subject to the proviso thereto), in which event it will be
conclusive and binding on the Holders. Any such notice of redemption, once
given to the Holders, shall be irrevocable.


     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of all series to be affected (considered together as
one class for this purpose). The Indenture also contains provisions (i)
permitting the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected under the Indenture
(considered together as one class for this purpose), on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and (ii) permitting the Holders of a
majority in principal amount of the Securities at the time Outstanding of any
series to be affected under the Indenture (with each such series considered
separately for this purpose), on behalf of the Holders of all Securities of
such series, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee security or indemnity
reasonably satisfactory to the Trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


(Reverse of Security continued on next page)




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     Subject to certain limitations in the Indenture, at any time when the
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), nor exempt from reporting requirements
pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder
of a Security or of a beneficial owner of an interest in a Global Security, the
Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder or beneficial owner, or to a prospective
purchaser of a Security or a beneficial interest in a Global Security
designated by such Holder or beneficial owner of such interest in order to
permit compliance by such Holder or beneficial owner with Rule 144A under the
Securities Act of 1933, as amended. “Rule 144A Information” shall be such
information as is specified pursuant to paragraph (d)(4) of Rule 144A (or any
successor provision thereto), as such provision (or successor provision) may be
amended from time to time.


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or

transferees.


     The Securities of this series are issuable only in registered form without
coupons in denominations of U.S.$1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


- 10 -









 



ANNEX B


FORMS OF 2013 NOTES








 


[FORM OF RESTRICTED GLOBAL 2013 NOTE]



          NEITHER THIS SECURITY NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR
THE BENEFIT OF INTELSAT, LTD. (THE “ISSUER”) THAT THIS SECURITY MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER, (2) SO LONG AS
THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) PURCHASING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF ONE OR MORE OTHER QUALIFIED INSTITUTIONAL BUYERS IN
ACCORDANCE WITH RULE 144A, (3) IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 TO AN
INSTITUTIONAL ACCREDITED INVESTOR, AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) UNDER REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (6)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (IF
AVAILABLE), IN EACH SUCH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTIONS. THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE
ISSUER THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE. SECURITIES OWNED BY AN INITIAL INSTITUTIONAL
ACCREDITED INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, OR AN
INSTITUTIONAL ACCREDITED INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER
THAT ACQUIRES SECURITIES FROM SUCH AN INITIAL INSTITUTIONAL ACCREDITED
INVESTOR, MAY NOT BE HELD IN BOOK-ENTRY FORM. IN CONNECTION WITH ANY TRANSFER
OF THE SECURITY EVIDENCED HEREBY, THE HOLDER OR THE TRANSFEREE, AS THE CASE MAY
BE, MUST PROVIDE ANY CERTIFICATIONS REQUIRED BY OR PURSUANT TO THE INDENTURE TO
THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE) AND,
AS THE CASE MAY BE, TO THE ISSUER. IF THE TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR, THE HOLDER OR THE TRANSFEREE, AS THE CASE MAY BE, MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE BANK OF NEW YORK, AS
TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS REQUIRED BY OR PURSUANT TO THE INDENTURE OR AS
THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE




(Face of Security continued on next page)







 





THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



(Face of Security continued on next page)



-2-






 





INTELSAT, LTD.



6 1/2% SENIOR NOTES DUE 2013




	 	 	 
	No.	 	
U.S.$
	CUSIP NO. 45820E AD 4	 	 



     Intelsat, Ltd., a company duly organized and existing under the laws of
Bermuda (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of [
            Dollars]
(U.S.$            ), or such
principal amount as may be set forth in the records of the Trustee hereinafter
referred to in accordance with the Indenture, on November 1, 2013, and to pay
interest thereon from November 7, 2003 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on May
1 and November 1 in each year, commencing May 1, 2004, at the rate of 6 1/2%
per annum, until the principal hereof is paid or made available for payment,
provided that Additional Interest (as defined below) may accrue on this
Security upon the occurrence of a Registration Default (as defined below). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the April 15 or October 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


     Payment of the principal of (and premium, if any) and any such interest
and other amounts due on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York, and at such
other office or agency of the Company as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that at the option of the Company and subject to the next paragraph payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Notwithstanding
any other provision of this security or the Indenture, if this Security is a
Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.


     Subject to the preceding paragraph, payment of any amount payable on this
Security will be made by wire transfer of immediately available funds to an
account maintained by the payee with a bank located in the Borough of
Manhattan, The City of New York, if (i) the principal of this Security is at
least U.S.$1,000,000 and (ii) the Holder entitled to receive such payment
transmits a written request for such payment to be made in such manner to the
Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration – Global Finance Unit, on or


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before the fifth Business Day before the day on which such payment is to
be made; provided that, in the case of any such payment due at the Maturity of
the principal hereof (other than any payment of interest that first becomes due
on an Interest Payment Date), this Security must be surrendered at the office
or agency of the Company maintained for that purpose in The City of New York
(or at any other office or agency maintained by the Company for that purpose)
in time for the Paying Agent to make such payment in such funds in accordance
with its normal procedures. Any such request made with respect to any payment
on this Security payable to a particular Holder will remain in effect for all
later payments on this Security payable to such Holder, unless such request is
revoked on or before the fifth Business Day before a payment is to be made, in
which case such revocation shall be effective for such payment and all later
payments. In the case of any payment of interest payable on an Interest
Payment Date, such written request must be made by the Person that is the
registered Holder of this Security on the relevant Regular Record Date. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer with respect to this Security, but any tax,
assessment or other governmental charge imposed upon any payment will be borne
by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.


     The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement, dated as of November 7, 2003 (the “Registration
Rights Agreement”), among the Company, Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc. and BNP Paribas Securities Corp., pursuant to
which the Company will be obligated to file a registration statement under the
Securities Act registering securities in like principal amount and having
substantially identical terms as this Security (the “Exchange Notes”) and to
consummate an exchange offer (the “Exchange Offer”) pursuant to which the
Holder of this Security shall have the right to exchange this Security for
Exchange Notes or, if applicable, to file a registration statement registering
this Security for resale (the “Shelf Registration Statement”). If (1) the
Company fails to file the Exchange Offer registration statement on or prior to
the 240th calendar day after the issue date of this Security or fails to file a
Shelf Registration Statement on or prior to the 240th calendar day after the
date the Shelf Registration Statement is required to be filed pursuant to the
Registration Rights Agreement; or (2) any of the Exchange Offer registration
statement or the Shelf Registration Statement is not declared effective by the
Securities and Exchange Commission (A) in the case of the Exchange Offer
registration statement, on or prior to the 300th calendar day after November 7,
2003 or (B) in the case of the Shelf Registration Statement, on or prior to the
360th calendar day after the date the Shelf Registration Statement is required
to be filed pursuant to the Registration Rights Agreement; or (3) the Company
fails to consummate the Exchange Offer on or prior to the 340th calendar day
after the issue date of this Security (each event referred to in clauses (1)
through (3), a “Registration Default”), then additional interest will accrue in
respect of this Security from and including the next calendar day following
each of (a) such 240 day period in the case of clause (1) above, (b) such 300
day period in the case of clause (2) (A) above or such 360 day period in the
case of clause (2)(B) above and (c) such 340 day period in the case of clause
(3) above, in each case at a rate equal to 0.25% per annum (“Additional
Interest”). The aggregate amount of the Additional Interest in respect of this
Security will in no event exceed 0.25% per annum. All accrued Additional
Interest will be paid to Holders in the same manner as interest is paid under
this Security. Following the cure of all Registration Defaults, the accrual of
Additional Interest will cease.


     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


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     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


     In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:




	 	 	 	 	 
	 	 	INTELSAT, LTD.
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

Name:
	 	 	 	 	Title:



Attest:





Name:

Title:

     This is one of the Securities of the series designated herein and referred
to in the Indenture.


Dated:




	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	

	 	 	 	 	Authorized Officer












 



[Reverse of Security]



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of April 1, 2002 (herein called the
“Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially
limited in aggregate principal amount to U.S.$700,000,000 (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of this series pursuant to
Section 304, 305, 306, 906 or 1107 of the Indenture and except for any
Securities which, pursuant to Section 303 of the Indenture, are deemed never to
have been authenticated and delivered thereunder).


     The Securities may be redeemed by the Company (i) as provided in Section
1108 of the Indenture and (ii) in whole or in part, at its option at any time
and from time to time at a Redemption Price equal to the greater of (A) 100% of
the principal amount of the Securities to be redeemed and (B) the sum of the
present values of the Remaining Scheduled Payments discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 35 basis points, together with, in
each case, accrued interest on the principal amount of the Securities to be
redeemed to the date of redemption. In connection with such optional
redemption the following defined terms apply:


     “Comparable Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated (on a straight-line basis) maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a comparable maturity to the remaining
term of such Securities.


     “Comparable Treasury Price” means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.


     “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.


     “Reference Treasury Dealer” means each of Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities Corp.,
or their affiliates which are primary U.S. Government securities dealers, and
their respective successors, and two other nationally recognized investment
banking firms that are primary U.S. Government securities dealers in The City
of New York (a “Primary Treasury Dealer”) specified from time to time by the
Company; provided, however, that if any of the foregoing, or their affiliates,
as the case may


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be, shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer.


     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business
Day preceding such Redemption Date.


     “Remaining Scheduled Payments” means, with respect to each Security to be
redeemed, the remaining scheduled payments of principal of and interest on such
Security that would be due after the related Redemption Date but for such
redemption. If such Redemption Date is not an Interest Payment Date with
respect to such Security, the amount of the next succeeding scheduled interest
payment on such Security will be reduced by the amount of interest accrued on
such Security to such Redemption Date.


     “Treasury Rate” means, with respect to any Redemption Date:



	 	(i)	 	the yield, under the heading that represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any
successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields
on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the remaining term
of the Securities, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to
the nearest month); or
	 
	 	(ii)	 	if such release (or any successor release) is not published during
the week preceding the calculation date or does not contain such yields, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.



     The Treasury Rate will be
calculated on the third Business Day preceding the Redemption Date.


     Notice of any such redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to the Holders of the Securities to be
redeemed. On and after any Redemption Date, interest will cease to accrue on
the Securities or any portion thereof called for redemption unless the Company
defaults in the payment of the Redemption Price. On or before any Redemption
Date, the Company shall deposit with a Paying Agent (or the Trustee) money


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sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date.


     The Redemption Price shall be calculated by the Independent Investment
Banker, and the Company, the Trustee and any Paying Agent for the Securities
shall be entitled to rely on, and the Company and the Holders shall be bound
by, such calculation.


     Upon the earliest to occur for whatever reason of a Mandatory Redemption
Event, the Company will be required to redeem a portion of this Security, at a
Redemption Price equal to 102% of the principal amount of the portion of this
Security to be redeemed, together with accrued and unpaid interest on the
principal amount of this Security, if any, and any other amounts due to the
Redemption Date, if any, such that, following and after giving effect to any
such mandatory redemption, $200,000,000 aggregate principal amount of the
Securities will remain outstanding. The Redemption Date with respect to any
such mandatory redemption will be determined by the Company and must be within
ten Business Days of the applicable Mandatory Redemption Event. In connection
with such mandatory redemption, the following terms apply:


     “Applicable Credit Agreement” means the credit agreement to be entered
into or entered into among the Company and various financial institutions,
including affiliates of Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc. and BNP Paribas Securities Corp., the initial purchasers of this
Security (the “Initial Purchasers”), under a commitment letter dated July 15,
2003, as amended from time to time, with affiliates of the Initial Purchasers
pursuant to which those affiliates have agreed to provide financing for the
transactions contemplated by the Asset Purchase Agreement, for the repayment of
near-term debt obligations of the Company as they become due and for working
capital requirements, or any alternative credit agreement thereto entered into
among the Company and affiliates of the Initial Purchasers, in any case prior
to the closing of the transactions contemplated by the Asset Purchase Agreement
and in each case as such agreement may be amended from time to time.


     “Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of
July 15, 2003, as amended from time to time (the “Asset Purchase Agreement”),
among the Company, Intelsat (Bermuda), Ltd., Loral Space & Communications
Corporation, as debtor and debtor-in-possession, Loral SpaceCom Corporation, as
debtor and debtor-in-possession and Loral Satellite, Inc., as debtor and
debtor-in-possession.


     “Mandatory Redemption Event” means any of the following: (i) the Asset
Purchase Agreement is terminated, (ii) the Applicable Credit Agreement is not
entered into by all the parties thereto or is terminated at any time following
its execution, in each case on or prior to April 30, 2004, (iii) the Company
fails to meet any condition required for the extension of loans under the
Applicable Credit Agreement on or prior to April 30, 2004 that in accordance
with the terms of the Applicable Credit Agreement must be satisfied, and that
has not been waived, on or prior to that date, or (iv) the closing of the
transactions contemplated by the Asset Purchase Agreement does not occur on or
prior to April 30, 2004.


     Notice of any such mandatory redemption shall be provided to the Holders
of this Security at least one Business Day before the Redemption Date and will
specify the applicable


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Mandatory Redemption Event. On and after any Redemption Date, interest
will cease to accrue on the portion of this Security called for redemption
unless the Company defaults in the payment of the Redemption Price. On or
before any Redemption Date, the Company shall deposit with a Paying Agent (or
the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the Securities to be redeemed on such date.


     If less than all of the Securities are to be redeemed, the Securities to
be redeemed shall be selected by the Trustee on a pro rata basis, by lot or by
such other method as the Trustee shall deem fair and appropriate. No
Securities of $1,000 in principal amount or less will be redeemed in part. If
the Company redeems Securities in part, the notice of redemption shall state
the portion of the principal amount of the Securities to be redeemed.


     In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.


     The Company shall not be obligated to redeem or purchase the Securities
pursuant to any sinking fund or analogous provisions or at the option of the
Holder thereof.


     All payments of principal and interest in respect of the Securities shall
be made without withholding or deduction for any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of (i) Bermuda, any political
subdivision of Bermuda or any authority therein or thereof, or (ii) any other
jurisdiction (a “Relevant Jurisdiction”) as a result of the Company’s being
organized in or moving the Company’s principal office to such jurisdiction
(“Taxes”), except to the extent that such Taxes are required by Bermuda, any
such political subdivision or authority, or any such Relevant Jurisdiction, to
be withheld or deducted. In the event of any withholding or deduction for any
Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as
will result in receipt by the Holders of Securities on the respective due dates
of such amounts as would have been received by them had no such withholding or
deduction (including for any Taxes payable in respect of Additional Amounts)
been required, except that no such Additional Amounts shall be payable with
respect to any payment on a Security to the extent:



	 	(i)	 	that any such taxes, duties, assessments or other
governmental charges would not have been imposed but for a
connection between the Holder and the jurisdiction imposing the
Taxes other than the holding of such Security and the receipt of
payments with respect to such Security;
	 
	 	(ii)	 	of estate, inheritance, gift or any similar tax, assessment
or other governmental charge imposed with respect to a Security;
	 
	 	(iii)	 	any such taxes, duties, assessments or other governmental
charges that would not have been imposed but for the failure of the
Holder or beneficial owner of such Security to comply with any
certification, identification or other reporting requirements
concerning the nationality, residence, identity or connection with
the taxing jurisdiction of the Holder or beneficial owner of such
Security, if (a) compliance is required by law or by an applicable
income tax treaty to which the



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	 	 	 	jurisdiction imposing the Taxes is a party as a precondition to
exemption from such taxes, duties, assessments or other
governmental charges, and (b) at least 60 days prior to the first
payment date with respect to which the Company shall apply this
clause (iii), the Company shall have notified all the Holders, in
writing, that such Holders or beneficial owners of the Security
will be required to provide such information or documentation; or
	 
	 	(iv)	 	of any such taxes, duties, assessments or other governmental
charges with respect to a Security presented for payment more than
30 days after the date on which such payment became due and payable
or the date on which payment thereof is duly provided for and notice
thereof given to Holders, whichever occurs later, except to the
extent that the Holder of such Security would have been entitled to
such Additional Amounts on presenting such Security for payment on
any date during such 30-day period.



     The Company shall provide the Trustee with documentation (which may
consist of certified copies of such documentation) satisfactory to the Trustee
evidencing the payment of Taxes in respect of which the Company has paid any
Additional Amounts. Copies of such documentation shall be made available to
the Holders of the Securities or the Paying Agent, as applicable, upon request
therefor.


     The Company shall pay all stamp and other duties, if any, which may be
imposed by Bermuda, the United States of America or any other governmental
entity or political subdivision therein or thereof, or any taxing authority of
or in any of the foregoing, with respect to the Indenture or the issuance of
the Securities.


     If, as a result of any amendment to, or change in, the laws (or any
regulation or rulings promulgated thereunder) of Bermuda, any political
subdivision of Bermuda or any taxing authority thereof or therein, or of any
Relevant Jurisdiction, affecting taxation, or any amendment to, or change in,
an official interpretation or application regarding such laws, regulations or
rulings, which change, amendment, application or interpretation becomes
effective or is announced after the Issue Date, the Company would be obligated,
for reasons outside its control, to pay on the next succeeding Interest Payment
Date Additional Amounts in respect of interest payments on the Securities
pursuant to the terms and conditions of Section 1008 of the Indenture, and if
such obligation cannot be avoided by the Company after taking reasonable
measures to avoid it, then, at the Company’s option, the Securities may be
redeemed in whole, but not in part, at any time, on giving not less than 35 nor
more than 65 days’ written notice to the Trustee (unless a shorter notice
period shall be acceptable to the Trustee for its convenience) and not less
than 30 nor more than 60 days’ notice to the Holders of Securities, at a
Redemption Price equal to 100% of the principal amount thereof, together with
accrued interest to the Redemption Date and any Additional Amounts which would
otherwise be payable; provided, however, that (1) no notice of such redemption
may be given earlier than 90 days prior to the earliest date on which the
Company would but for such redemption be obligated to pay such Additional
Amounts, and (2) at the time such notice is given, such obligation to pay such
Additional Amounts remains in effect.


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     Before any written notice of redemption pursuant to the preceding
paragraph is given to the Trustee or the Holders, the Company shall deliver to
the Trustee (i) an Officers’ Certificate to
the effect that the Company’s obligations to pay such Additional Amounts
cannot be avoided by the Company taking reasonable measures available to it and
(ii) an opinion of independent legal counsel or an independent auditor (which
can be the Company’s regular independent accountants or other independent
accountants of recognized standing and reasonably satisfactory to the Trustee)
of the Company to the effect that the Company would be obligated to pay
Additional Amounts in respect of interest payments on the Securities because of
any amendment to or change in laws of the kind referred to above. The Trustee
will accept such certificate and opinion as sufficient evidence of the
satisfaction of the conditions precedent described in the preceding paragraph
(subject to the proviso thereto), in which event it will be conclusive and
binding on the Holders. Any such notice of redemption, once given to the
Holders, shall be irrevocable.


     Except as otherwise provided herein or in the Indenture, the Securities
that are offered and sold to institutions that are “accredited investors”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act that are not also Qualified Institutional Buyers shall be issued
in the names of their initial beneficial owners and delivered to such Holders.


     In connection with any transfer of an interest in this Security by a
Holder to a transferee that is an institutional “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act that is not also a Qualified Institutional Buyer, the transferee
will be required to furnish to the Trustee, as Security Registrar, and the
Company, prior to the transfer, a signed letter, the form of which is contained
in Annex A hereto and which may be obtained from the Trustee, containing, among
other things, representations and agreements relating to the transferee’s
status as an institutional “accredited investor” within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and
acknowledging the restrictions on transfer of the Securities, and the Holder,
at the Company’s request, will be required, prior to such transfer, to provide
the Company and the Trustee, as Security Registrar, with an opinion of counsel
reasonably acceptable to the Company, addressed to the Company and in form
acceptable to the Company, to the effect that the transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and is otherwise in compliance
with the transfer restrictions applicable to the Securities that the Holder
seeks to transfer.


     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of all series to be affected (considered together as
one class for


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this purpose). The Indenture also contains provisions (i)
permitting the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected under the
Indenture (considered together as one class for this purpose), on behalf
of the Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and (ii) permitting the
Holders of a majority in principal amount of the Securities at the time
Outstanding of any series to be affected under the Indenture (with each such
series considered separately for this purpose), on behalf of the Holders of all
Securities of such series, to waive certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.


     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee security or indemnity
reasonably satisfactory to the Trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


     Subject to certain limitations in the Indenture, at any time when the
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), nor exempt from reporting requirements
pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder
of a Security or of a beneficial owner of an interest in a Global Security, the
Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder or beneficial owner, or to a prospective
purchaser of a Security or a beneficial interest in a Global Security
designated by such Holder or beneficial owner of such interest in order to
permit compliance by such Holder or beneficial owner with Rule 144A under the
Securities Act of 1933, as amended. “Rule 144A Information” shall be such


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information as is specified pursuant to paragraph (d)(4) of Rule 144A (or any
successor provision thereto), as such provision (or successor provision) may be
amended from time to time.


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


     The Securities of this series are issuable only in registered form without
coupons in denominations of U.S.$1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


-13-






 


ANNEX A


FORM OF ACCREDITED INVESTOR LETTER



The Bank of New York

101 Barclay Street

Floor 21

New York, NY 10286



Intelsat, Ltd.

North Tower, 2nd Floor

90 Pitts Bay Road

Pembroke HM 08, Bermuda


Dear Sirs and Madams:


     Reference is hereby made to the Indenture, dated as of April 1, 2002 (the
“Indenture”), between Intelsat, Ltd. (the “Company”) and The Bank of New York,
as Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.


     We are delivering this letter in connection with our proposed purchase of
6 1/2% Senior Notes due 2013 (the “2013 notes”) of the Company.


     We hereby represent, agree and confirm that:



	 	i)	 	we are an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
of 1933, as amended (the “Securities Act”) (an “institutional
accredited investor”);
	 
	 	ii)	 	any purchase of the 2013 notes by us will be for our own
account or for the account of one or more other institutional
investors for which we exercise sole investment discretion (and any
such institutional investors with such accounts are also
institutional accredited investors);
	 
	 	iii)	 	we have such knowledge and experience in financial and
business matters that we are capable of evaluating the merits and
risks of purchasing the 2013 notes, and we are able to bear the
economic risks of our investment;
	 
	 	iv)	 	in the event that we purchase any of the 2013 notes, we (and
any separate account for which we are acting) will purchase at least
$250,000 aggregate principal amount of 2013 notes;
	 
	 	v)	 	we are not acquiring the 2013 notes with a view to, or for
offer or sale in connection with, any distribution in violation of
the Securities Act; provided that the disposition of our property
and the property of any accounts for which we are acquiring 2013
notes shall remain at all times within our control;
	 
	 	vi)	 	we agree that if in the future we decide to offer, resell,
pledge or otherwise transfer 2013 notes, we will do so only (i) to
the Company, (ii) for so long as the securities



A-1



 






 






	 	 	 	are eligible for resale pursuant to Rule 144A, to a person that we
reasonably believe is a qualified institutional buyer acquiring the
2013 notes for its own account or for the account of one or more
other qualified institutional buyers in a transaction meeting the
requirements of Rule 144A, (iii) to an institutional accredited
investor that, prior to the transfer, furnishes to the Company and
the trustee a signed letter, the form of which may be obtained from
the trustee, containing, among other things, representations and
agreements relating to the transferee’s status as an institutional
accredited investor and acknowledging the restrictions on transfer of
the 2013 notes, provided that we must provide the Company and the
trustee with an opinion of counsel reasonably acceptable to the
Company, in form acceptable to the Company, to the effect that the
transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, and further provided that the transferee purchases at
least $250,000 in aggregate principal amount of 2013 notes from us,
(iv) in an offshore transaction meeting the requirements of Rule 903
or Rule 904 of Regulation S under the Securities Act, (v) pursuant to
an exemption from registration under the Securities Act provided by
Rule 144 under the Securities Act (if available) or (vi) pursuant to
an effective registration statement under the Securities Act, in each
case in accordance with any applicable securities laws of any state
of the United States and any other jurisdiction. We understand
that, prior to any transfer referred to in clauses (ii), (iii), (iv)
or (v) of the preceding sentence, we must furnish to the trustee such
certifications, legal opinions and other information as the Company
may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. We agree to
notify any subsequent purchaser of 2013 notes from us of the transfer
restriction to which the 2013 notes are subject at the time, if
applicable; and
	 
	 	vii)	 	we either (A) are not an employee benefit plan or other plan
or arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds or insurance
company general or separate accounts in which such plans, accounts
or arrangements are invested, that are subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended, referred to as ERISA, and/or Section 4975
of the Internal Revenue Code of 1986, as amended, referred to as the
Code, all of such plans or arrangements referred to collectively as
a plan, or a person investing assets of a plan or any entity whose
underlying assets include assets of a plan by reason of a plan’s
investment in the entity, or (B) represent that the purchase and
holding of the 2013 notes or any interest therein are exempt from
the prohibited transaction restrictions of ERISA and the Code
pursuant to one or more prohibited transaction statutory or
administrative exemptions.



     We acknowledge and understand that you and others will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.


     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


A-2



 






 



Date: ___________________




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	

	 	 
	 	 	
(Name of Purchaser)	 	 
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	

	 	 
	 	 	
Name:	 	 
	 	 	

	 	 
	 	 	
Title:	 	 
	 	 	

	 	 
	 	 	
Address:	 	 
	 	 	

	 	 




A-3










 



[FORM OF REGULATION S GLOBAL 2013 NOTE]



     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, PRIOR TO THE EXPIRATION
OF FORTY DAYS FROM THE LATER OF (1) THE DATE ON WHICH THESE SECURITIES WERE
FIRST OFFERED AND (2) THE DATE OF ISSUANCE OF THESE SECURITIES, MAY NOT BE
OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY U.S. PERSON EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ONE OR MORE
OTHER QUALIFIED INSTITUTIONAL BUYERS IN ACCORDANCE WITH RULE 144A OR (2) IN A
MINIMUM PRINCIPAL AMOUNT OF $250,000 TO AN INSTITUTIONAL ACCREDITED INVESTOR,
AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, OR (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903
OR 904 OF REGULATION S OR RULE 144 UNDER THE SECURITIES ACT. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF
THE ISSUER THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO ABOVE. IN CONNECTION WITH ANY TRANSFER OF THE
SECURITY EVIDENCED HEREBY, THE HOLDER OR THE TRANSFEREE, AS THE CASE MAY BE,
MUST PROVIDE ANY CERTIFICATIONS REQUIRED BY OR PURSUANT TO THE INDENTURE TO THE
BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE) AND, AS
THE CASE MAY BE, TO THE ISSUER. IF THE TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR, THE HOLDER OR THE TRANSFEREE, AS THE CASE MAY BE, MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE BANK OF NEW YORK, AS
TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS REQUIRED BY OR PURSUANT TO THE INDENTURE OR AS
THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.


     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN


(Face of Security continued on next page)



 






 





AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


(Face of Security continued on next page)




-2-






 



INTELSAT, LTD.



6 1/2% SENIOR NOTES DUE 2013




	 	 	 
	No.	 	
U.S.$                  



CUSIP NO. G4803J AC 6



     Intelsat, Ltd., a company duly organized and existing under the laws of
Bermuda (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
            
Dollars
(U.S.$             ),
or such principal amount as may be set forth in the records of the Trustee
hereinafter referred to in accordance with the Indenture, on November 1, 2013,
and to pay interest thereon from November 7, 2003 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 1 and November 1 in each year, commencing May 1, 2004, at
the rate of 6 1/2% per annum, until the principal hereof is paid or made
available for payment, provided that Additional Interest (as defined below) may
accrue on this Security upon the occurrence of a Registration Default (as
defined below). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the April 15 or October 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.


     Payment of the principal of (and premium, if any) and any such interest
and other amounts due on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York, and at such
other office or agency of the Company as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that at the option of the Company and subject to the next paragraph payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Notwithstanding
any other provision of this security or the Indenture, if this Security is a
Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.


     Subject to the preceding paragraph, payment of any amount payable on this
Security will be made by wire transfer of immediately available funds to an
account maintained by the payee with a bank located in the Borough of
Manhattan, The City of New York, if (i) the principal of this Security is at
least U.S.$1,000,000 and (ii) the Holder entitled to receive such payment
transmits a written request for such payment to be made in such manner to the
Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration — Global Finance Unit, on or


(Face of Security continued on next page)




-3-






 





before the fifth Business Day before the day on which such payment is to
be made; provided that, in the case of any such payment due at the Maturity of
the principal hereof (other than any payment of interest that first becomes due
on an Interest Payment Date), this Security must be surrendered at the office
or agency of the Company maintained for that purpose in The City of New York
(or at any other office or agency maintained by the Company for that purpose)
in time for the Paying Agent to make such payment in such funds in accordance
with its normal procedures. Any such request made with respect to any payment
on this Security payable to a particular Holder will remain in effect for all
later payments on this Security payable to such Holder, unless such request is
revoked on or before the fifth Business Day before a payment is to be made, in
which case such revocation shall be effective for such payment and all later
payments. In the case of any payment of interest payable on an Interest
Payment Date, such written request must be made by the Person that is the
registered Holder of this Security on the relevant Regular Record Date. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer with respect to this Security, but any tax,
assessment or other governmental charge imposed upon any payment will be borne
by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.


     The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement, dated as of November 7, 2003 (the “Registration
Rights Agreement”), among the Company, Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc. and BNP Paribas Securities Corp., pursuant to
which the Company will be obligated to file a registration statement under the
Securities Act registering securities in like principal amount and having
substantially identical terms as this Security (the “Exchange Notes”) and to
consummate an exchange offer (the “Exchange Offer”) pursuant to which the
Holder of this Security shall have the right to exchange this Security for
Exchange Notes or, if applicable, to file a registration statement registering
this Security for resale (the “Shelf Registration Statement”). If (1) the
Company fails to file the Exchange Offer registration statement on or prior to
the 240th calendar day after the issue date of this Security or fails to file a
Shelf Registration Statement on or prior to the 240th calendar day after the
date the Shelf Registration Statement is required to be filed pursuant to the
Registration Rights Agreement; or (2) any of the Exchange Offer registration
statement or the Shelf Registration Statement is not declared effective by the
Securities and Exchange Commission (A) in the case of the Exchange Offer
registration statement, on or prior to the 300th calendar day after November 7,
2003 or (B) in the case of the Shelf Registration Statement, on or prior to the
360th calendar day after the date the Shelf Registration Statement is required
to be filed pursuant to the Registration Rights Agreement; or (3) the Company
fails to consummate the Exchange Offer on or prior to the 340th calendar day
after the issue date of this Security (each event referred to in clauses (1)
through (3), a “Registration Default”), then additional interest will accrue in
respect of this Security from and including the next calendar day following
each of (a) such 240 day period in the case of clause (1) above, (b) such 300
day period in the case of clause (2) (A) above or such 360 day period in the
case of clause (2)(B) above and (c) such 340 day period in the case of clause
(3) above, in each case at a rate equal to 0.25% per annum (“Additional
Interest”). The aggregate amount of the Additional Interest in respect of this
Security will in no event exceed 0.25% per annum. All accrued Additional
Interest will be paid to Holders in the same manner as interest is paid under
this Security. Following the cure of all Registration Defaults, the accrual of
Additional Interest will cease.


     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


(Face of Security continued on next page)




-4-






 





     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


     In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:




	 	 	 	 	 
	 	 	INTELSAT, LTD.
	 	 	 	 	 
	 	 	
By
	 	

	 	 	 	 	Name:
	 	 	 	 	Title:



Attest:






Name:

Title:

     This is one of the Securities of the series designated herein and referred
to in the Indenture.


Dated:




	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 	 	 	 	 
	 	 	
By
	

	 	 	 	 	Authorized Officer



 






 



[Reverse of Security]



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of April 1, 2002 (herein called the
“Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially
limited in aggregate principal amount to U.S.$700,000,000 (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of this series pursuant to
Section 304, 305, 306, 906 or 1107 of the Indenture and except for any
Securities which, pursuant to Section 303 of the Indenture, are deemed never to
have been authenticated and delivered thereunder).


     The Securities may be redeemed by the Company (i) as provided in Section
1108 of the Indenture and (ii) in whole or in part, at its option at any time
and from time to time at a Redemption Price equal to the greater of (A) 100% of
the principal amount of the Securities to be redeemed and (B) the sum of the
present values of the Remaining Scheduled Payments discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 35 basis points, together with, in
each case, accrued interest on the principal amount of the Securities to be
redeemed to the date of redemption. In connection with such optional
redemption the following defined terms apply:


     “Comparable Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated (on a straight-line basis) maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a comparable maturity to the remaining
term of such Securities.


     “Comparable Treasury Price” means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.


     “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.


     “Reference Treasury Dealer” means each of Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities Corp.,
or their affiliates which are primary U.S. Government securities dealers, and
their respective successors, and two other nationally recognized investment
banking firms that are primary U.S. Government securities dealers in The City
of New York (a “Primary Treasury Dealer”) specified from time to time by the
Company; provided, however, that if any of the foregoing, or their affiliates,
as the case may


(Reverse of Security continued on next page)



-6-






 





be, shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer.


     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business
Day preceding such Redemption Date.


     “Remaining Scheduled Payments” means, with respect to each Security to be
redeemed, the remaining scheduled payments of principal of and interest on such
Security that would be due after the related Redemption Date but for such
redemption. If such Redemption Date is not an Interest Payment Date with
respect to such Security, the amount of the next succeeding scheduled interest
payment on such Security will be reduced by the amount of interest accrued on
such Security to such Redemption Date.


     “Treasury Rate” means, with respect to any Redemption Date:



	 	(i)	 	the yield, under the heading that represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any
successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields
on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the remaining term
of the Securities, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to
the nearest month); or
	 
	 	(ii)	 	if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.



     The Treasury Rate will be calculated on the third Business Day preceding
the Redemption Date.


     Notice of any such redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to the Holders of the Securities to be
redeemed. On and after any Redemption Date, interest will cease to accrue on
the Securities or any portion thereof called for redemption unless the Company
defaults in the payment of the Redemption Price. On or before any Redemption
Date, the Company shall deposit with a Paying Agent (or the Trustee) money


(Reverse of Security continued on next page)



-7-






 





sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date.


     The Redemption Price shall be calculated by the Independent Investment
Banker, and the Company, the Trustee and any Paying Agent for the Securities
shall be entitled to rely on, and the Company and the Holders shall be bound
by, such calculation.


     Upon the earliest to occur for whatever reason of a Mandatory Redemption
Event, the Company will be required to redeem a portion of this Security, at a
Redemption Price equal to 102% of the principal amount of the portion of this
Security to be redeemed, together with accrued and unpaid interest on the
principal amount of this Security, if any, and any other amounts due to the
Redemption Date, if any, such that, following and after giving effect to any
such mandatory redemption, $200,000,000 aggregate principal amount of the
Securities will remain outstanding. The Redemption Date with respect to any
such mandatory redemption will be determined by the Company and must be within
ten Business Days of the applicable Mandatory Redemption Event. In connection
with such mandatory redemption, the following terms apply:


     “Applicable Credit Agreement” means the credit agreement to be entered
into or entered into among the Company and various financial institutions,
including affiliates of Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc. and BNP Paribas Securities Corp., the initial purchasers of this
Security (the “Initial Purchasers”), under a commitment letter dated July 15,
2003, as amended from time to time, with affiliates of the Initial Purchasers
pursuant to which those affiliates have agreed to provide financing for the
transactions contemplated by the Asset Purchase Agreement, for the repayment of
near-term debt obligations of the Company as they become due and for working
capital requirements, or any alternative credit agreement thereto entered into
among the Company and affiliates of the Initial Purchasers, in any case prior
to the closing of the transactions contemplated by the Asset Purchase Agreement
and in each case as such agreement may be amended from time to time.


     “Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of
July 15, 2003, as amended from time to time (the “Asset Purchase Agreement”),
among the Company, Intelsat (Bermuda), Ltd., Loral Space & Communications
Corporation, as debtor and debtor-in-possession, Loral SpaceCom Corporation, as
debtor and debtor-in-possession and Loral Satellite, Inc., as debtor and
debtor-in-possession.


     “Mandatory Redemption Event” means any of the following: (i) the Asset
Purchase Agreement is terminated, (ii) the Applicable Credit Agreement is not
entered into by all the parties thereto or is terminated at any time following
its execution, in each case on or prior to April 30, 2004, (iii) the Company
fails to meet any condition required for the extension of loans under the
Applicable Credit Agreement on or prior to April 30, 2004 that in accordance
with the terms of the Applicable Credit Agreement must be satisfied, and that
has not been waived, on or prior to that date, or (iv) the closing of the
transactions contemplated by the Asset Purchase Agreement does not occur on or
prior to April 30, 2004.


     Notice of any such mandatory redemption shall be provided to the Holders
of this Security at least one Business Day before the Redemption Date and will
specify the applicable


(Reverse of Security continued on next page)




-8-






 





Mandatory Redemption Event. On and after any Redemption Date, interest
will cease to accrue on the portion of this Security called for redemption
unless the Company defaults in the payment of the Redemption Price. On or
before any Redemption Date, the Company shall deposit with a Paying Agent (or
the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the Securities to be redeemed on such date.


     If less than all of the Securities are to be redeemed, the Securities to
be redeemed shall be selected by the Trustee on a pro rata basis, by lot or by
such other method as the Trustee shall deem fair and appropriate. No
Securities of $1,000 in principal amount or less will be redeemed in part. If
the Company redeems Securities in part, the notice of redemption shall state
the portion of the principal amount of the Securities to be redeemed.


     In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.


     The Company shall not be obligated to redeem or purchase the Securities
pursuant to any sinking fund or analogous provisions or at the option of the
Holder thereof.


     All payments of principal and interest in respect of the Securities shall
be made without withholding or deduction for any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of (i) Bermuda, any political
subdivision of Bermuda or any authority therein or thereof, or (ii) any other
jurisdiction (a “Relevant Jurisdiction”) as a result of the Company’s being
organized in or moving the Company’s principal office to such jurisdiction
(“Taxes”), except to the extent that such Taxes are required by Bermuda, any
such political subdivision or authority, or any such Relevant Jurisdiction, to
be withheld or deducted. In the event of any withholding or deduction for any
Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as
will result in receipt by the Holders of Securities on the respective due dates
of such amounts as would have been received by them had no such withholding or
deduction (including for any Taxes payable in respect of Additional Amounts)
been required, except that no such Additional Amounts shall be payable with
respect to any payment on a Security to the extent:



	 	(i)	 	that any such taxes, duties, assessments or other
governmental charges would not have been imposed but for a
connection between the Holder and the jurisdiction imposing the
Taxes other than the holding of such Security and the receipt of
payments with respect to such Security;
	 
	 	(ii)	 	of estate, inheritance, gift or any similar tax, assessment
or other governmental charge imposed with respect to a Security;
	 
	 	(iii)	 	any such taxes, duties, assessments or other governmental
charges that would not have been imposed but for the failure of the
Holder or beneficial owner of such Security to comply with any
certification, identification or other reporting requirements
concerning the nationality, residence, identity or connection with
the taxing jurisdiction of the Holder or beneficial owner of such
Security, if (a) compliance is required by law or by an applicable
income tax treaty to which the



(Reverse of Security continued on next page)




-9-










 




	 	 	 	jurisdiction imposing the Taxes is a party as a precondition to
exemption from such taxes, duties, assessments or other
governmental charges, and (b) at least 60 days prior to the first
payment date with respect to which the Company shall apply this
clause (iii), the Company shall have notified all the Holders, in
writing, that such Holders or beneficial owners of the Security
will be required to provide such information or documentation; or
	 
	 	(iv)	 	of any such taxes, duties, assessments or other governmental
charges with respect to a Security presented for payment more than
30 days after the date on which such payment became due and payable
or the date on which payment thereof is duly provided for and notice
thereof given to Holders, whichever occurs later, except to the
extent that the Holder of such Security would have been entitled to
such Additional Amounts on presenting such Security for payment on
any date during such 30-day period.



     The Company shall provide the Trustee with documentation (which may
consist of certified copies of such documentation) satisfactory to the Trustee
evidencing the payment of Taxes in respect of which the Company has paid any
Additional Amounts. Copies of such documentation shall be made available to
the Holders of the Securities or the Paying Agent, as applicable, upon request
therefor.


     The Company shall pay all stamp and other duties, if any, which may be
imposed by Bermuda, the United States of America or any other governmental
entity or political subdivision therein or thereof, or any taxing authority of
or in any of the foregoing, with respect to the Indenture or the issuance of
the Securities.


     If, as a result of any amendment to, or change in, the laws (or any
regulation or rulings promulgated thereunder) of Bermuda, any political
subdivision of Bermuda or any taxing authority thereof or therein, or of any
Relevant Jurisdiction, affecting taxation, or any amendment to, or change in,
an official interpretation or application regarding such laws, regulations or
rulings, which change, amendment, application or interpretation becomes
effective or is announced after the Issue Date, the Company would be obligated,
for reasons outside its control, to pay on the next succeeding Interest Payment
Date Additional Amounts in respect of interest payments on the Securities
pursuant to the terms and conditions of Section 1008 of the Indenture, and if
such obligation cannot be avoided by the Company after taking reasonable
measures to avoid it, then, at the Company’s option, the Securities may be
redeemed in whole, but not in part, at any time, on giving not less than 35 nor
more than 65 days’ written notice to the Trustee (unless a shorter notice
period shall be acceptable to the Trustee for its convenience) and not less
than 30 nor more than 60 days’ notice to the Holders of Securities, at a
Redemption Price equal to 100% of the principal amount thereof, together with
accrued interest to the Redemption Date and any Additional Amounts which would
otherwise be payable; provided, however, that (1) no notice of such redemption
may be given earlier than 90 days prior to the earliest date on which the
Company would but for such redemption be obligated to pay such Additional
Amounts, and (2) at the time such notice is given, such obligation to pay such
Additional Amounts remains in effect.


(Reverse of Security continued on next page)



-10-






 





     Before any written notice of redemption pursuant to the preceding
paragraph is given to the Trustee or the Holders, the Company shall deliver to
the Trustee (i) an Officers’ Certificate to the effect that the Company’s
obligations to pay such Additional Amounts cannot be avoided by the Company
taking reasonable measures available to it and (ii) an opinion of independent
legal counsel or an independent auditor (which can be the Company’s regular
independent accountants or other independent accountants of recognized standing
and reasonably satisfactory to the Trustee) of the Company to the effect that
the Company would be obligated to pay Additional Amounts in respect of interest
payments on the Securities because of any amendment to or change in laws of the
kind referred to above. The Trustee will accept such certificate and opinion
as sufficient evidence of the satisfaction of the conditions precedent
described in the preceding paragraph (subject to the proviso thereto), in which
event it will be conclusive and binding on the Holders. Any such notice of
redemption, once given to the Holders, shall be irrevocable.


     Except as otherwise provided herein or in the Indenture, the Securities
that are offered and sold to institutions that are “accredited investors”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act that are not also Qualified Institutional Buyers shall be issued
in the names of their initial beneficial owners and delivered to such Holders.


     Prior to the expiration of forty days from the later of (i) the date on
which this Security was first offered and (ii) the date of issuance of this
Security, in connection with any transfer of an interest in this Security by a
Holder to a transferee that is an institutional “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act that is not also a Qualified Institutional Buyer, the transferee
will be required to furnish to the Trustee, as Security Registrar, and the
Company, prior to the transfer, a signed letter, the form of which is contained
in Annex A hereto and which may be obtained from the Trustee, containing, among
other things, representations and agreements relating to the transferee’s
status as an institutional “accredited investor” within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and
acknowledging the restrictions on transfer of the Securities, and the Holder,
at the Company’s request, will be required, prior to such transfer, to provide
the Company and the Trustee, as Security Registrar, with an opinion of counsel
reasonably acceptable to the Company, addressed to the Company and in form
acceptable to the Company, to the effect that the transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and is otherwise in compliance
with the transfer restrictions applicable to the Securities that the Holder
seeks to transfer.


     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the


(Reverse of Security continued on next page)



-11-






 





Securities at the time Outstanding of all series to be affected
(considered together as one class for this purpose). The Indenture also
contains provisions (i) permitting the Holders of a majority in principal
amount of the Securities at the time Outstanding of all series to be affected
under the Indenture (considered together as one class for this purpose), on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and (ii) permitting the
Holders of a majority in principal amount of the Securities at the time
Outstanding of any series to be affected under the Indenture (with each such
series considered separately for this purpose), on behalf of the Holders of all
Securities of such series, to waive certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.


     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee security or indemnity
reasonably satisfactory to the Trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


     Subject to certain limitations in the Indenture, at any time when the
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), nor exempt from reporting requirements
pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder
of a Security or of a beneficial owner of an interest in a Global Security, the
Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder or beneficial owner, or to a prospective
purchaser of a Security or a beneficial interest in a Global Security
designated by such Holder or beneficial owner of such interest in order to
permit compliance by such Holder or beneficial owner with Rule 144A under the
Securities Act of 1933, as amended. “Rule 144A Information” shall be such
information as is specified pursuant to paragraph (d)(4) of Rule 144A (or any
successor provision thereto), as such provision (or successor provision) may be
amended from time to time.


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


(Reverse of Security continued on next page)



-12-






 



     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


     The Securities of this series are issuable only in registered form without
coupons in denominations of U.S.$1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



-13-






 





ANNEX A


FORM OF ACCREDITED INVESTOR LETTER



The Bank of New York

101 Barclay Street

Floor 21

New York, NY 10286



Intelsat, Ltd.

North Tower, 2nd Floor

90 Pitts Bay Road

Pembroke HM 08, Bermuda


Dear Sirs and Madams:


     Reference is hereby made to the Indenture, dated as of April 1, 2002 (the
“Indenture”), between Intelsat, Ltd. (the “Company”) and The Bank of New York,
as Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.


     We are delivering this letter in connection with our proposed purchase of
6 1/2% Senior Notes due 2013 (the “2013 notes”) of the Company.


     We hereby represent, agree and confirm that:



	 	i)	 	we are an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
of 1933, as amended (the “Securities Act”) (an “institutional
accredited investor”);
	 
	 	ii)	 	any purchase of the 2013 notes by us will be for our own
account or for the account of one or more other institutional
investors for which we exercise sole investment discretion (and any
such institutional investors with such accounts are also
institutional accredited investors);
	 
	 	iii)	 	we have such knowledge and experience in financial and
business matters that we are capable of evaluating the merits and
risks of purchasing the 2013 notes, and we are able to bear the
economic risks of our investment;
	 
	 	iv)	 	in the event that we purchase any of the 2013 notes, we (and
any separate account for which we are acting) will purchase at least
$250,000 aggregate principal amount of 2013 notes;
	 
	 	v)	 	we are not acquiring the 2013 notes with a view to, or for
offer or sale in connection with, any distribution in violation of
the Securities Act; provided that the disposition of our property
and the property of any accounts for which we are acquiring 2013
notes shall remain at all times within our control;
	 
	 	vi)	 	we agree that if in the future we decide to offer, resell,
pledge or otherwise transfer 2013 notes, we will do so only (i) to
the Company, (ii) for so long as the securities



A-1






 







	 	 	 	are eligible for resale pursuant to Rule 144A, to a person that we
reasonably believe is a qualified institutional buyer acquiring the
2013 notes for its own account or for the account of one or more
other qualified institutional buyers in a transaction meeting the
requirements of Rule 144A, (iii) to an institutional accredited
investor that, prior to the transfer, furnishes to the Company and
the trustee a signed letter, the form of which may be obtained from
the trustee, containing, among other things, representations and
agreements relating to the transferee’s status as an institutional
accredited investor and acknowledging the restrictions on transfer of
the 2013 notes, provided that we must provide the Company and the
trustee with an opinion of counsel reasonably acceptable to the
Company, in form acceptable to the Company, to the effect that the
transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, and further provided that the transferee purchases at
least $250,000 in aggregate principal amount of 2013 notes from us,
(iv) in an offshore transaction meeting the requirements of Rule 903
or Rule 904 of Regulation S under the Securities Act, (v) pursuant to
an exemption from registration under the Securities Act provided by
Rule 144 under the Securities Act (if available) or (vi) pursuant to
an effective registration statement under the Securities Act, in each
case in accordance with any applicable securities laws of any state
of the United States and any other jurisdiction. We understand
that, prior to any transfer referred to in clauses (ii), (iii), (iv)
or (v) of the preceding sentence, we must furnish to the trustee such
certifications, legal opinions and other information as the Company
may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. We agree to
notify any subsequent purchaser of 2013 notes from us of the transfer
restriction to which the 2013 notes are subject at the time, if
applicable; and
	 
	 	vii)	 	we either (A) are not an employee benefit plan or other plan
or arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds or insurance
company general or separate accounts in which such plans, accounts
or arrangements are invested, that are subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended, referred to as ERISA, and/or Section 4975
of the Internal Revenue Code of 1986, as amended, referred to as the
Code, all of such plans or arrangements referred to collectively as
a plan, or a person investing assets of a plan or any entity whose
underlying assets include assets of a plan by reason of a plan’s
investment in the entity, or (B) represent that the purchase and
holding of the 2013 notes or any interest therein are exempt from
the prohibited transaction restrictions of ERISA and the Code
pursuant to one or more prohibited transaction statutory or
administrative exemptions.



     We acknowledge and understand that you and others will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.


A-2






 



     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



	 	 	 	 	 
	Date:	 	 	 	 
	
	 	Very truly yours,
	 	 	 	 	 
	 	 	

	 	 	(Name of Purchaser)
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	

	 	 	
Name:	 	 
	 	 	

	 	 	
Title:	 	 
	 	 	

	 	 	
Address:	 	 
	 	 	





A-3










 




[FORM OF EXCHANGE GLOBAL 2013 NOTE]



          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



INTELSAT, LTD.



6 1/2% SENIOR NOTES DUE 2013




	 	 	 
	No.	 	
U.S.$
	CUSIP NO. 45820E AH 5	 	 



     Intelsat, Ltd., a company duly organized and existing under the laws of
Bermuda (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of                    
Dollars (U.S.$                    ), or such
principal amount as may be set forth in the records of the Trustee hereinafter
referred to in accordance with the Indenture, on November 1, 2013, and to pay
interest thereon from November 7, 2003 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on May
1 and November 1 in each year, commencing May 1, 2004, at the rate of 6 1/2%
per annum, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 15 or October 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange


(Face of Security continued on next page)



 






 


on which the Securities of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.


     Payment of the principal of (and premium, if any) and any such interest
and other amounts due on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York, and at such
other office or agency of the Company as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that at the option of the Company and subject to the next paragraph, payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Notwithstanding
any other provision of this security or the Indenture, if this Security is a
Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.


     Subject to the preceding paragraph, payment of any amount payable on this
Security will be made by wire transfer of immediately available funds to an
account maintained by the payee with a bank located in the Borough of
Manhattan, The City of New York, if (i) the principal of this Security is at
least U.S.$1,000,000 and (ii) the Holder entitled to receive such payment
transmits a written request for such payment to be made in such manner to the
Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration – Global Finance Unit, on or before the fifth Business Day
before the day on which such payment is to be made; provided that, in the case
of any such payment due at the Maturity of the principal hereof (other than any
payment of interest that first becomes due on an Interest Payment Date), this
Security must be surrendered at the office or agency of the Company maintained
for that purpose in The City of New York (or at any other office or agency
maintained by the Company for that purpose) in time for the Paying Agent to
make such payment in such funds in accordance with its normal procedures. Any
such request made with respect to any payment on this Security payable to a
particular Holder will remain in effect for all later payments on this Security
payable to such Holder, unless such request is revoked on or before the fifth
Business Day before a payment is to be made, in which case such revocation
shall be effective for such payment and all later payments. In the case of any
payment of interest payable on an Interest Payment Date, such written request
must be made by the Person that is the registered Holder of this Security on
the relevant Regular Record Date. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer with
respect to this Security, but any tax, assessment or other governmental charge
imposed upon any payment will be borne by the Holder of this Security and may
be deducted from the payment by the Company or the Paying Agent.


     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


(Face of Security continued on next page)



 - 2 -






 



     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


     In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:



	 	 	 	 	 
	 	 	INTELSAT, LTD.
	 	 	 	 	 
	 	 	
By
	 	 
	 	 	 
	 	

	 	 	
 	 	Name:
	 	 	
 	 	Title:



Attest:





Name:

Title:


     This is one of the Securities of the series designated herein and referred
to in the Indenture.


Dated:



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 	 	 	 	 
	 	 	
By
	 
	 	 	 
	

	 	 	 	 	Authorized Officer



 






 



[Reverse of Security]



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of April 1, 2002 (herein called the
“Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially
limited in aggregate principal amount to U.S.$700,000,000 (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of this series pursuant to
Section 304, 305, 306, 906 or 1107 of the Indenture and except for any
Securities which, pursuant to Section 303 of the Indenture, are deemed never to
have been authenticated and delivered thereunder).


     The Securities may be redeemed by the Company (i) as provided in Section
1108 of the Indenture and (ii) in whole or in part, at its option at any time
and from time to time at a Redemption Price equal to the greater of (A) 100% of
the principal amount of the Securities to be redeemed and (B) the sum of the
present values of the Remaining Scheduled Payments discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 35 basis points, together with, in
each case, accrued interest on the principal amount of the Securities to be
redeemed to the date of redemption. In connection with such optional
redemption the following defined terms apply:


     “Comparable Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated (on a straight-line basis) maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a comparable maturity to the remaining
term of such Securities.


     “Comparable Treasury Price” means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.


     “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.


     “Reference Treasury Dealer” means each of Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and BNP Paribas Securities Corp.,
or their affiliates which are primary U.S. Government securities dealers, and
their respective successors, and two other nationally recognized investment
banking firms that are primary U.S. Government securities dealers in The City
of New York (a “Primary Treasury Dealer”) specified from time to time by the
Company; provided, however, that if any of the foregoing, or their affiliates,
as the case may be, shall cease to be a Primary Treasury Dealer, the Company
shall substitute therefor another Primary Treasury Dealer.


(Reverse of Security continued on next page)



 - 4 -






 



     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business
Day preceding such Redemption Date.


     “Remaining Scheduled Payments” means, with respect to each Security to be
redeemed, the remaining scheduled payments of principal of and interest on such
Security that would be due after the related Redemption Date but for such
redemption. If such Redemption Date is not an Interest Payment Date with
respect to such Security, the amount of the next succeeding scheduled interest
payment on such Security will be reduced by the amount of interest accrued on
such Security to such Redemption Date.


     “Treasury Rate” means, with respect to any Redemption Date:



	 	(i)	 	the yield, under the heading that represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any
successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields
on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the remaining term
of the Securities, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to
the nearest month); or
	 
	 	(ii)	 	if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.



     The Treasury Rate will be calculated on the third Business Day preceding
the Redemption Date.


     Notice of any such redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to the Holders of the Securities to be
redeemed. On and after any Redemption Date, interest will cease to accrue on
the Securities or any portion thereof called for redemption unless the Company
defaults in the payment of the Redemption Price. On or before any Redemption
Date, the Company shall deposit with a Paying Agent (or the Trustee) money
sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date.


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     The Redemption Price shall be calculated by the Independent Investment
Banker, and the Company, the Trustee and any Paying Agent for the Securities
shall be entitled to rely on, and the Company and the Holders shall be bound
by, such calculation.


     Upon the earliest to occur for whatever reason of a Mandatory Redemption
Event, the Company will be required to redeem a portion of this Security, at a
Redemption Price equal to 102% of the principal amount of the portion of this
Security to be redeemed, together with accrued and unpaid interest on the
principal amount of this Security, if any, and any other amounts due to the
Redemption Date, if any, such that, following and after giving effect to any
such mandatory redemption, $200,000,000 aggregate principal amount of the
Securities will remain outstanding. The Redemption Date with respect to any
such mandatory redemption will be determined by the Company and must be within
ten Business Days of the applicable Mandatory Redemption Event. In connection
with such mandatory redemption, the following terms apply:


     “Applicable Credit Agreement” means the credit agreement to be entered
into or entered into among the Company and various financial institutions,
including affiliates of Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc. and BNP Paribas Securities Corp., the initial purchasers of this
Security (the “Initial Purchasers”), under a commitment letter dated July 15,
2003, as amended from time to time, with affiliates of the Initial Purchasers
pursuant to which those affiliates have agreed to provide financing for the
transactions contemplated by the Asset Purchase Agreement, for the repayment of
near-term debt obligations of the Company as they become due and for working
capital requirements, or any alternative credit agreement thereto entered into
among the Company and affiliates of the Initial Purchasers, in any case prior
to the closing of the transactions contemplated by the Asset Purchase Agreement
and in each case as such agreement may be amended from time to time.


     “Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of
July 15, 2003, as amended from time to time (the “Asset Purchase Agreement”),
among the Company, Intelsat (Bermuda), Ltd., Loral Space & Communications
Corporation, as debtor and debtor-in-possession, Loral SpaceCom Corporation, as
debtor and debtor-in-possession and Loral Satellite, Inc., as debtor and
debtor-in-possession.


     “Mandatory Redemption Event” means any of the following: (i) the Asset
Purchase Agreement is terminated, (ii) the Applicable Credit Agreement is not
entered into by all the parties thereto or is terminated at any time following
its execution, in each case on or prior to April 30, 2004, (iii) the Company
fails to meet any condition required for the extension of loans under the
Applicable Credit Agreement on or prior to April 30, 2004 that in accordance
with the terms of the Applicable Credit Agreement must be satisfied, and that
has not been waived, on or prior to that date, or (iv) the closing of the
transactions contemplated by the Asset Purchase Agreement does not occur on or
prior to April 30, 2004.


     Notice of any such mandatory redemption shall be provided to the Holders
of this Security at least one Business Day before the Redemption Date and will
specify the applicable Mandatory Redemption Event. On and after any Redemption
Date, interest will cease to accrue on the portion of this Security called for
redemption unless the Company defaults in the payment of the Redemption Price.
On or before any Redemption Date, the Company shall deposit with a


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Paying Agent (or the Trustee) money sufficient to pay the Redemption Price
of and accrued interest on the Securities to be redeemed on such date.


     If less than all of the Securities are to be redeemed, the Securities to
be redeemed shall be selected by the Trustee on a pro rata basis, by lot or by
such other method as the Trustee shall deem fair and appropriate. No
Securities of $1,000 in principal amount or less will be redeemed in part. If
the Company redeems Securities in part, the notice of redemption shall state
the portion of the principal amount of the Securities to be redeemed.


     In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.


     The Company shall not be obligated to redeem or purchase the Securities
pursuant to any sinking fund or analogous provisions or at the option of the
Holder thereof.


     All payments of principal and interest in respect of the Securities shall
be made without withholding or deduction for any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of (i) Bermuda, any political
subdivision of Bermuda or any authority therein or thereof, or (ii) any other
jurisdiction (a “Relevant Jurisdiction”) as a result of the Company’s being
organized in or moving the Company’s principal office to such jurisdiction
(“Taxes”), except to the extent that such Taxes are required by Bermuda, any
such political subdivision or authority, or any such Relevant Jurisdiction, to
be withheld or deducted. In the event of any withholding or deduction for any
Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as
will result in receipt by the Holders of Securities on the respective due dates
of such amounts as would have been received by them had no such withholding or
deduction (including for any Taxes payable in respect of Additional Amounts)
been required, except that no such Additional Amounts shall be payable with
respect to any payment on a Security to the extent:



	 	(i)	 	that any such taxes, duties, assessments or other
governmental charges would not have been imposed but for a
connection between the Holder and the jurisdiction imposing the
Taxes other than the holding of such Security and the receipt of
payments with respect to such Security;
	 
	 	(ii)	 	of estate, inheritance, gift or any similar tax, assessment
or other governmental charge imposed with respect to a Security;
	 
	 	(iii)	 	any such taxes, duties, assessments or other governmental
charges that would not have been imposed but for the failure of the
Holder or beneficial owner of such Security to comply with any
certification, identification or other reporting requirements
concerning the nationality, residence, identity or connection with
the taxing jurisdiction of the Holder or beneficial owner of such
Security, if (a) compliance is required by law or by an applicable
income tax treaty to which the jurisdiction imposing the Taxes is a
party as a precondition to exemption from such taxes, duties,
assessments or other governmental charges, and (b) at least 60 days
prior to the first payment date with respect to which the Company
shall apply this clause (iii), the Company shall have notified all
the Holders, in writing,



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	 	 	 	that such Holders or beneficial owners of the Security will be
required to provide such information or documentation; or
	 
	 	(iv)	 	of any such taxes, duties, assessments or other governmental
charges with respect to a Security presented for payment more than
30 days after the date on which such payment became due and payable
or the date on which payment thereof is duly provided for and notice
thereof given to Holders, whichever occurs later, except to the
extent that the Holder of such Security would have been entitled to
such Additional Amounts on presenting such Security for payment on
any date during such 30-day period.



     The Company shall provide the Trustee with documentation (which may
consist of certified copies of such documentation) satisfactory to the Trustee
evidencing the payment of Taxes in respect of which the Company has paid any
Additional Amounts. Copies of such documentation shall be made available to
the Holders of the Securities or the Paying Agent, as applicable, upon request
therefor.


     The Company shall pay all stamp and other duties, if any, which may be
imposed by Bermuda, the United States of America or any other governmental
entity or political subdivision therein or thereof, or any taxing authority of
or in any of the foregoing, with respect to the Indenture or the issuance of
the Securities.


     If, as a result of any amendment to, or change in, the laws (or any
regulation or rulings promulgated thereunder) of Bermuda, any political
subdivision of Bermuda or any taxing authority thereof or therein, or of any
Relevant Jurisdiction, affecting taxation, or any amendment to, or change in,
an official interpretation or application regarding such laws, regulations or
rulings, which change, amendment, application or interpretation becomes
effective or is announced after the Issue Date, the Company would be obligated,
for reasons outside its control, to pay on the next succeeding Interest Payment
Date Additional Amounts in respect of interest payments on the Securities
pursuant to the terms and conditions of Section 1008 of the Indenture, and if
such obligation cannot be avoided by the Company after taking reasonable
measures to avoid it, then, at the Company’s option, the Securities may be
redeemed in whole, but not in part, at any time, on giving not less than 35 nor
more than 65 days’ written notice to the Trustee (unless a shorter notice
period shall be acceptable to the Trustee for its convenience) and not less
than 30 nor more than 60 days’ notice to the Holders of Securities, at a
Redemption Price equal to 100% of the principal amount thereof, together with
accrued interest to the Redemption Date and any Additional Amounts which would
otherwise be payable; provided, however, that (1) no notice of such redemption
may be given earlier than 90 days prior to the earliest date on which the
Company would but for such redemption be obligated to pay such Additional
Amounts, and (2) at the time such notice is given, such obligation to pay such
Additional Amounts remains in effect.


     Before any written notice of redemption pursuant to the preceding
paragraph is given to the Trustee or the Holders, the Company shall deliver to
the Trustee (i) an Officers’ Certificate to the effect that the Company’s
obligations to pay such Additional Amounts cannot be avoided by the Company
taking reasonable measures available to it and (ii) an opinion of independent
legal counsel or an independent auditor (which can be the Company’s regular
independent accountants or other independent accountants of recognized standing
and reasonably satisfactory to the


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Trustee) of the Company to the effect that the Company would be obligated
to pay Additional Amounts in respect of interest payments on the Securities
because of any amendment to or change in laws of the kind referred to above.
The Trustee will accept such certificate and opinion as sufficient evidence of
the satisfaction of the conditions precedent described in the preceding
paragraph (subject to the proviso thereto), in which event it will be
conclusive and binding on the Holders. Any such notice of redemption, once
given to the Holders, shall be irrevocable.


     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of all series to be affected (considered together as
one class for this purpose). The Indenture also contains provisions (i)
permitting the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected under the Indenture
(considered together as one class for this purpose), on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and (ii) permitting the Holders of a
majority in principal amount of the Securities at the time Outstanding of any
series to be affected under the Indenture (with each such series considered
separately for this purpose), on behalf of the Holders of all Securities of
such series, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee security or indemnity
reasonably satisfactory to the Trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


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     Subject to certain limitations in the Indenture, at any time when the
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), nor exempt from reporting requirements
pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder
of a Security or of a beneficial owner of an interest in a Global Security, the
Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder or beneficial owner, or to a prospective
purchaser of a Security or a beneficial interest in a Global Security
designated by such Holder or beneficial owner of such interest in order to
permit compliance by such Holder or beneficial owner with Rule 144A under the
Securities Act of 1933, as amended. “Rule 144A Information” shall be such
information as is specified pursuant to paragraph (d)(4) of Rule 144A (or any
successor provision thereto), as such provision (or successor provision) may be
amended from time to time.


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


     The Securities of this series are issuable only in registered form without
coupons in denominations of U.S.$1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



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