Indenture for the 8 1/2% Senior Notes due 2013 and the 8 7/8% Senior Notes



  
  
 Exhibit 4.3 
 INTELSAT SUBSIDIARY HOLDING COMPANY, LTD. 
 as
Issuer 
 and INTELSAT, LTD., 
 INTELSAT (BERMUDA), LTD., 
 INTELSAT JACKSON HOLDINGS, LTD., 
 INTELSAT INTERMEDIATE HOLDING COMPANY, LTD. 
 as Parent Guarantors 
 and the SUBSIDIARY GUARANTORS named herein 
 8 1/2% Senior Notes due 2013 
 8 7/8% Senior Notes due 2015 
  
  
 INDENTURE 
 Dated as of June 27, 2008 
  
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Trustee 
  
  
  







 TABLE OF CONTENTS 
  


					
	  	  	 	  	Page
			
		  	ARTICLE 1	  	
			
		  	DEFINITIONS AND INCORPORATION BY REFERENCE	  	
			
	SECTION 1.01.	  	Definitions	  	1
	SECTION 1.02.	  	Other Definitions	  	38
	SECTION 1.03.	  	Incorporation by Reference of Trust Indenture Act	  	39
	SECTION 1.04.	  	Rules of Construction	  	40
			
		  	ARTICLE 2	  	
			
		  	THE SECURITIES	  	
			
	SECTION 2.01.	  	Amount of Notes; Issuable in Series	  	41
	SECTION 2.02.	  	Form and Dating	  	42
	SECTION 2.03.	  	Execution and Authentication	  	42
	SECTION 2.04.	  	Registrar and Paying Agent	  	43
	SECTION 2.05.	  	Paying Agent to Hold Money in Trust	  	43
	SECTION 2.06.	  	Holder Lists	  	44
	SECTION 2.07.	  	Transfer and Exchange	  	44
	SECTION 2.08.	  	Replacement Notes	  	44
	SECTION 2.09.	  	Outstanding Notes	  	45
	SECTION 2.10.	  	Temporary Notes	  	45
	SECTION 2.11.	  	Cancellation	  	45
	SECTION 2.12.	  	Defaulted Interest	  	45
	SECTION 2.13.	  	CUSIP Numbers, ISINs, etc.	  	46
	SECTION 2.14.	  	Calculation of Principal Amount of Notes	  	46
			
		  	ARTICLE 3	  	
			
		  	REDEMPTION	  	
			
	SECTION 3.01.	  	Redemption	  	46
	SECTION 3.02.	  	Applicability of Article	  	46
	SECTION 3.03.	  	Notices to Trustee	  	46
	SECTION 3.04.	  	Selection of Notes to Be Redeemed	  	46
	SECTION 3.05.	  	Notice of Optional Redemption	  	47
	SECTION 3.06.	  	Effect of Notice of Redemption	  	48
	SECTION 3.07.	  	Deposit of Redemption Price	  	48
	SECTION 3.08.	  	Notes Redeemed in Part	  	48
	SECTION 3.09.	  	Redemption for Taxation Reasons	  	48

  

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		  	ARTICLE 4	  	
			
		  	COVENANTS	  	
			
	SECTION 4.01.	  	Payment of Notes	  	49
	SECTION 4.02.	  	Reports and Other Information	  	49
	SECTION 4.03.	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	50
	SECTION 4.04.	  	Limitation on Restricted Payments	  	55
	SECTION 4.05.	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	60
	SECTION 4.06.	  	Asset Sales	  	61
	SECTION 4.07.	  	Transactions with Affiliates	  	64
	SECTION 4.08.	  	Change of Control	  	66
	SECTION 4.09.	  	Compliance Certificate	  	68
	SECTION 4.10.	  	Further Instruments and Acts	  	68
	SECTION 4.11.	  	Future Guarantors	  	68
	SECTION 4.12.	  	Liens	  	69
	SECTION 4.13.	  	Maintenance of Office or Agency	  	69
	SECTION 4.14.	  	Maintenance of Insurance	  	70
	SECTION 4.15.	  	Matters Relating to Intelsat General Corporation	  	71
	SECTION 4.16.	  	Suspension of Covenants	  	71
	SECTION 4.17.	  	Payment of Additional Amounts	  	72
			
		  	ARTICLE 5	  	
			
		  	SUCCESSOR COMPANY	  	
			
	SECTION 5.01.	  	When Issuer May Merge or Transfer Assets	  	73
	SECTION 5.02.	  	Successor Company Substituted	  	75
			
		  	ARTICLE 6	  	
			
		  	DEFAULTS AND REMEDIES	  	
			
	SECTION 6.01.	  	Events of Default	  	75
	SECTION 6.02.	  	Acceleration	  	77
	SECTION 6.03.	  	Other Remedies	  	77
	SECTION 6.04.	  	Waiver of Past Defaults	  	77
	SECTION 6.05.	  	Control by Majority	  	78
	SECTION 6.06.	  	Limitation on Suits	  	78
	SECTION 6.07.	  	Rights of the Holders to Receive Payment	  	78
	SECTION 6.08.	  	Collection Suit by Trustee	  	78
	SECTION 6.09.	  	Trustee May File Proofs of Claim	  	79
	SECTION 6.10.	  	Priorities	  	79
	SECTION 6.11.	  	Undertaking for Costs	  	79
	SECTION 6.12.	  	Waiver of Stay or Extension Laws	  	79

  

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		  	ARTICLE 7	  	
			
		  	TRUSTEE	  	
			
	SECTION 7.01.	  	Duties of Trustee	  	80
	SECTION 7.02.	  	Rights of Trustee	  	81
	SECTION 7.03.	  	Individual Rights of Trustee	  	81
	SECTION 7.04.	  	Trustee’s Disclaimer	  	81
	SECTION 7.05.	  	Notice of Defaults	  	82
	SECTION 7.06.	  	Reports by Trustee to the Holders	  	82
	SECTION 7.07.	  	Compensation and Indemnity	  	82
	SECTION 7.08.	  	Replacement of Trustee	  	83
	SECTION 7.09.	  	Successor Trustee by Merger	  	84
	SECTION 7.10.	  	Eligibility; Disqualification	  	84
	SECTION 7.11.	  	Preferential Collection of Claims Against Issuer	  	84
			
		  	ARTICLE 8	  	
			
		  	DISCHARGE OF INDENTURE; DEFEASANCE	  	
			
	SECTION 8.01.	  	Discharge of Liability on Notes; Defeasance	  	84
	SECTION 8.02.	  	Conditions to Defeasance	  	85
	SECTION 8.03.	  	Application of Trust Money	  	87
	SECTION 8.04.	  	Repayment to Issuer	  	87
	SECTION 8.05.	  	Indemnity for U.S. Government Obligations	  	87
	SECTION 8.06.	  	Reinstatement	  	87
			
		  	ARTICLE 9	  	
			
		  	AMENDMENTS AND WAIVERS	  	
			
	SECTION 9.01.	  	Without Consent of the Holders	  	87
	SECTION 9.02.	  	With Consent of the Holders	  	88
	SECTION 9.03.	  	Compliance with Trust Indenture Act	  	89
	SECTION 9.04.	  	Revocation and Effect of Consents and Waivers	  	89
	SECTION 9.05.	  	Notation on or Exchange of Notes	  	89
	SECTION 9.06.	  	Trustee to Sign Amendments	  	89
	SECTION 9.07.	  	Payment for Consent	  	90
	SECTION 9.08.	  	Additional Voting Terms	  	90
			
		  	ARTICLE 10	  	
			
		  	GUARANTEES	  	
			
	SECTION 10.01.	  	Guarantees	  	90
	SECTION 10.02.	  	Limitation on Liability	  	92
	SECTION 10.03.	  	Successors and Assigns	  	93
	SECTION 10.04.	  	No Waiver	  	93
	SECTION 10.05.	  	Modification	  	93
	SECTION 10.06.	  	Execution of Supplemental Indenture for Future Guarantors	  	93
	SECTION 10.07.	  	Non-Impairment	  	93

  

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		  	ARTICLE 11	  	
			
		  	MISCELLANEOUS	  	
	SECTION 11.01.	  	Trust Indenture Act Controls	  	93
	SECTION 11.02.	  	Notices	  	93
	SECTION 11.03.	  	Communication by the Holders with Other Holders	  	95
	SECTION 11.04.	  	Certificate and Opinion as to Conditions Precedent	  	95
	SECTION 11.05.	  	Statements Required in Certificate or Opinion	  	95
	SECTION 11.06.	  	When Notes Disregarded	  	95
	SECTION 11.07.	  	Rules by Trustee, Paying Agent and Registrar	  	95
	SECTION 11.08.	  	Legal Holidays	  	95
	SECTION 11.09.	  	GOVERNING LAW	  	96
	SECTION 11.10.	  	No Recourse Against Others	  	96
	SECTION 11.11.	  	Successors	  	96
	SECTION 11.12.	  	Multiple Originals	  	96
	SECTION 11.13.	  	Table of Contents; Headings	  	96
	SECTION 11.14.	  	Indenture Controls	  	96
	SECTION 11.15.	  	Severability	  	96
	SECTION 11.16.	  	Jurisdiction	  	96
	SECTION 11.17.	  	Immunity	  	97
	SECTION 11.18.	  	Currency of Account; Conversion of Currency; Foreign Exchange Restrictions	  	97

  

					
	Appendix A	  	–	  	Provisions Relating to Initial Notes, Additional Notes and Exchange Notes
	
	EXHIBIT INDEX
			
	Exhibit A	  	–	  	Form of Initial 2013 Note
	Exhibit B	  	–	  	Form of Initial 2015 Note
	Exhibit C	  	–	  	[Reserved]
	Exhibit D	  	–	  	Form of Exchange 2013 Note
	Exhibit E	  	–	  	Form of Exchange 2015 Note
	Exhibit F	  	–	  	[Reserved]
	Exhibit G	  	–	  	Form of Transferee Letter of Representation – 2013 Notes
	Exhibit H	  	–	  	Form of Transferee Letter of Representation – 2015 Notes
	Exhibit I	  	–	  	[Reserved]
	Exhibit J	  	–	  	Form of Supplemental Indenture

  

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 CROSS-REFERENCE TABLE 
  

			
	 TIA
Section
	  	 Indenture
Section

	310(a)(1)	  	7.10; 7.11
	      (a)(2)	  	7.10; 7.11
	      (a)(3)	  	N.A.
	      (a)(4)	  	N.A.
	      (a)(5)	  	7.10
	      (b)	  	7.08; 7.10
	      (c)	  	N.A.
	311(a)	  	7.11
	      (b)	  	7.11
	      (c)	  	N.A.
	 312(a)
	  	2.06
	      (b)	  	11.03
	      (c)	  	11.03
	313(a)	  	7.06
	      (b)(1)	  	N.A.
	      (b)(2)	  	7.06
	      (c)	  	7.06
	      (d)	  	4.02; 4.09; 7.06
	314(a)	  	4.02; 4.09
	      (b)	  	N.A.
	      (c)(1)	  	11.04
	      (c)(2)	  	11.04
	      (c)(3)	  	N.A.
	      (d)	  	N.A.
	      (e)	  	11.05
	      (f)	  	4.10
	315(a)	  	7.01
	      (b)	  	7.05
	      (c)	  	7.01
	      (d)	  	7.01
	      (e)	  	6.11
	316(a) (last sentence)	  	11.06
	      (a)(1)(A)	  	6.05
	      (a)(1)(B)	  	6.04
	      (a)(2)	  	N.A.
	      (b)	  	6.07
	      (c)	  	2.06
	317(a)(1)	  	6.08
	      (a)(2)	  	6.09









			
	 TIA
Section
	  	 Indenture
 Section

	       (b)
	  	2.05
	 318(a)
	  	11.01

 N.A. means Not Applicable. 
 Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture. 
  

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 INDENTURE dated as of June 27, 2008 among INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a company
incorporated under the laws of Bermuda (the “Issuer”), INTELSAT, LTD., a company incorporated under the laws of Bermuda, INTELSAT (BERMUDA), LTD., a company incorporated under the laws of Bermuda, INTELSAT JACKSON HOLDINGS, LTD., a
company incorporated under the laws of Bermuda, INTELSAT INTERMEDIARY HOLDING COMPANY, LTD., a company incorporated under the laws of Bermuda, the Subsidiary Guarantors named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”). 
 Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders (as defined herein) of (a) $883,346,000 aggregate principal amount of 8 1/2% senior notes due 2013 (the “Original 2013 Notes”), $681,012,000 aggregate principal amount of
8 7/8% senior notes due 2015 (the “Original 2015 Notes” and, together with the Original 2013 Notes, the “Original Notes”) issued on the date hereof, (b) any Additional Notes (as defined herein) that may be
issued after the date hereof in the form of Exhibit A (the “Initial 2013 Notes”) orExhibit B (the “Initial 2015 Notes” and, together with the Initial 2013 Notes, the “Initial Notes”)
and (c) if and when issued as provided in the Registration Rights Agreement (as defined in Appendix A hereto (the “Appendix”)) or otherwise registered under the Securities Act (as defined herein) and issued, the
Issuer’s 8 1/2 % senior notes due 2013 (the “Exchange 2013 Notes”), and the Issuer’s 8 7/8% senior notes due 2015 (the “Exchange 2015 Notes” and, together with the Exchange 2013 Notes, the
“Exchange Notes”) issued in the Registered Exchange Offer (as defined in the Appendix) in exchange for any Initial Notes or otherwise registered under the Securities Act and issued in the form of Exhibit D or E. The Original
2013 Notes and the Original 2015 Notes shall be issued in the form of Initial 2013 Notes or the Initial 2015 Notes, as applicable and references herein to Initial 2013 Notes or Initial 2015 Notes shall include the applicable Original Notes. Subject
to the conditions and compliance with the covenants set forth herein, the Issuer may issue an unlimited aggregate principal amount of Additional Notes. The Original Notes, Initial Notes and Exchange Notes are collectively referred to as the
“Notes.” The Original 2013 Notes, Initial 2013 Notes and Exchange 2013 Notes are collectively referred to as the “2013 Notes.” The Original 2015 Notes, Initial 2015 Notes and Exchange 2015 Notes are collectively
referred to as the “2015 Notes.” 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions.

 “Acceptable Exclusions” means 
 (1) war, invasion or hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an
actual, impending or expected attack by: 
 (a) any government or sovereign power (de jure or de facto), 
 (b) any authority maintaining or using a military, naval or air force, 
 (c) a military, naval or air force, or 
 (d) any agent of any such government, power, authority or force; 
 (2) any anti-satellite
device, or device employing atomic or nuclear fission or fusion, or device employing laser or directed energy beams; 







 (3) insurrection, strikes, labor disturbances, riots, civil commotion, rebellion,
revolution, civil war, usurpation or action taken by a government authority in hindering, combating or defending against such an occurrence, whether there be declaration of war or not; 
 (4) confiscation, nationalization, seizure, restraint, detention, appropriation or requisition for title or use by or under the order of
any government or governmental authority or agent (whether secret or otherwise or whether civil, military or de facto) or public or local authority or agency; 
 (5) nuclear reaction, nuclear radiation or radioactive contamination of any nature, whether such loss or damage be direct or indirect,
except for radiation naturally occurring in the space environment; 
 (6) electromagnetic or radio frequency interference,
except for physical damage to the Satellite directly resulting from such interference; 
 (7) willful or intentional acts of
the directors or officers of the named insured, acting within the scope of their duties, designed to cause loss or failure of the Satellite; 
 (8) an act of one or more individuals, whether or not agents of a sovereign power, for political or terrorist purposes and whether the loss, damage or failure resulting therefrom is accidental or intentional;

 (9) any unlawful seizure or wrongful exercise of control of the Satellite made by any individual or individuals acting for
political or terrorist purposes; 
 (10) loss of revenue, incidental damages or consequential loss; 
 (11) extra expenses, other than the expenses insured under such policy; 
 (12) third-party liability; 
 (13) loss of a redundant component(s) that does not cause a transponder failure; and 
 (14)
such other similar exclusions or modifications to the foregoing exclusions as may be customary for policies of such type as of the date of issuance or renewal of such coverage. 
 “Acquired Indebtedness” means, with respect to any specified Person: 
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Restricted Subsidiary of
such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,

 in each case, other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support
utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by such Person, or such asset was acquired by such Person, as applicable.

  

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 “Acquisition” means the transactions pursuant to which Serafina Acquisition Limited
became the owner of all of the outstanding share capital of Intelsat Holdings, Ltd. pursuant to the Transaction Agreement. 
 “Acquisition Documents” means the Transaction Agreement, the Credit Agreement, the Backstop Credit Facilities, this Indenture, the indentures governing the Corp Notes, the Intermediate Holdco Notes and the Intelsat Jackson
Notes, each agreement and instrument governing the Acquisition Notes (to the extent applicable), the Specified Intercompany Agreements and, in each case, any other document entered into in connection therewith, in each case as amended, supplemented
or modified from time to time. 
 “Acquisition Notes” means (a) the $2,805,000,000 Senior Unsecured Bridge Loan Credit
Agreement, dated as of February 4, 2008, among Serafina Acquisition Limited, as initial borrower, Intelsat Bermuda, as borrower, the several lenders from time to time party thereto, Credit Suisse, Cayman Islands Branch, as administrative agent,
Banc of America Bridge LLC, as syndication agent, Morgan Stanley Senior Funding, Inc., as documentation agent, and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers
and joint bookrunners, (b) the $2,155,000,000 Senior Unsecured PIK Election Bridge Loan Credit Agreement, dated as of February 4, 2008, among Serafina Acquisition Limited, as initial borrower, Intelsat Bermuda, as borrower, the several
lenders from time to time party thereto, Credit Suisse, Cayman Islands Branch, as administrative agent, Banc of America Bridge LLC, as syndication agent, Morgan Stanley Senior Funding, Inc., as documentation agent, and Credit Suisse Securities (USA)
LLC, Banc of America Securities LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, (c) any exchange notes issued pursuant to the foregoing credit agreements, and (d) any notes issued in connection
with the refinancing of the foregoing credit agreements (including notes issues pursuant to any related exchange offer). 
 “Additional 2013 Notes” means 8 1/2% senior notes due 2013 issued under the terms of this Indenture subsequent to the Issue Date. 
 “Additional 2015 Notes” means 8 7/8% senior notes due 2015 issued under the terms of this Indenture subsequent to the Issue Date. 
 “Additional Notes” means Additional 2013 Notes and Additional 2015 Notes. 
 “Adjusted EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus,
without duplication, to the extent the same was deducted in calculating Consolidated Net Income: 
 (1) Consolidated Taxes;
plus 
 (2) Consolidated Interest Expense (including any interest expense set forth in clause (4) of the
definition thereof, whether or not the same was deducted in calculating Consolidated Net Income); plus 
 (3)
Consolidated Non-cash Charges; plus 
 (4) the amount of any restructuring charges or expenses (which, for the
avoidance of doubt, shall include retention, severance, systems establishment costs or excess pension charges); plus 
  

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 (5)(a) the amount of any fees or expenses incurred or paid in such period for transition
services related to satellites or other assets or businesses acquired and (b) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors or any other Permitted Holder (or any accruals relating
to such fees and related expenses) during such period; provided that such amount pursuant to subclause (b) shall not exceed in any four-quarter period the greater of (x) $6.25 million and (y) 1.25% of Adjusted EBITDA of
the Issuer and its Restricted Subsidiaries; 
 less, without duplication, 
 (6) non-cash items increasing Consolidated Net Income for such period (excluding any items which represent the reversal of any accrual of,
or cash reserve for, anticipated cash charges in any prior period and any items for which cash was received in any prior period). 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 “Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of: 
 (1) 1.0% of the then outstanding principal amount of such Note; and 
 (2) the excess of: 
 (a) the present value at such redemption date of (i) the redemption price of such Note at January 15, 2009, in the case of 2013 Notes, or at January 15, 2010, in the case of 2015 Notes (such redemption price being set forth
in the applicable table appearing in Paragraph 5 on the reverse side of the applicable Note attached as Exhibit A or Exhibit B hereto), plus (ii) all required interest payments due on such Note through
January 15, 2009, in the case of 2013 Notes, or January 15, 2010, in the case of 2015 Notes (in each case, excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50
basis points; over 
 (b) the then outstanding principal amount of such Note. 
 “Asset Sale” means: 
 (1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of the Issuer or any Restricted
Subsidiary of the Issuer (each referred to in this definition as a “disposition”) or 
 (2) the issuance or
sale of Equity Interests (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary of the Issuer) (whether
in a single transaction or a series of related transactions),in each case other than: 
 (a) a disposition of Cash Equivalents
or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business including the sale or leasing (including by way of sales-type lease) of transponders or transponder capacity and the leasing or licensing
of teleports; 
  

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 (b) the disposition of all or substantially all of the assets of the Issuer in a manner
permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control; 
 (c) any Restricted Payment
or Permitted Investment that is permitted to be made, and is made, under Section 4.04; 
 (d) any disposition of assets
or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate Fair Market Value of less than $20.0 million; 
 (e) any disposition of property or assets or the issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to a Restricted Subsidiary of
the Issuer; 
 (f) any exchange of assets for assets (including a combination of assets and Cash Equivalents) related to a
Similar Business of comparable or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer, which in the event of an exchange of assets with a Fair Market
Value in excess of (1) $20.0 million shall be evidenced by an Officers’ Certificate, and (2) $40.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the
Issuer; 
 (g) foreclosures on assets or property of the Issuer or its Subsidiaries; 
 (h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (i) any disposition of inventory or other assets (including transponders, transponder capacity and teleports) in the ordinary course of
business; 
 (j) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

 (k) a sale of accounts receivable (including in respect of sales-type leases) and related assets (including contract
rights) of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions; 
 (l) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or
a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing; 
 (m) the grant in
the ordinary course of business of any license of patents, trademarks, know-how and any other intellectual property; 
  

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 (n) any Event of Loss; 
 (o) any sale or other disposition of assets or property in connection with a Specified Sale/Leaseback Transaction; 
 (p) any sale of an Excluded Satellite; provided, that for purposes of this clause (p) of this definition of “Asset
Sale,” references in the definition of “Excluded Satellite” to $37.5 million shall be deemed to be $25.0 million; and provided, further, that any cash and Cash Equivalents received in connection with the sale of an
Excluded Satellite shall be treated as Net Proceeds of an Asset Sale and shall be applied as provided for in Section 4.06; and 
 (q) any transfer or disposition of any assets or equity of Galaxy Satellite TV Holdings Limited or Galaxy Satellite Broadcasting Limited. 
 “Backstop Credit Facility” means each agreement or instrument (including indentures) executed in connection with a financing contemplated by the Commitment Letter, dated June 19, 2007, by and among Serafina
Acquisition Limited and the arrangers, agents and lenders party thereto, as amended or supplemented from time to time, including (for the avoidance of doubt) the New Intelsat Jackson Unsecured Credit Agreement. 
 “Bank Indebtedness” means any and all amounts payable under or in respect of the Credit Agreement or any other Senior Credit Documents,
as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Agreement), including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations, guarantees and all other amounts payable thereunder or in respect thereof. 
 “Base Offering Memorandum” means
the base offering memorandum dated as of June 24, 2008 of Holdings, Intelsat Bermuda, Intelsat Jackson, Intermediate Holdco and the Issuer. 
 “Board of Directors” means as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of
such Person) or any duly authorized committee thereof. 
 “Business Day” means a day other than a Saturday, Sunday or other
day on which banking institutions are authorized or required by law to close in New York City. 
 “Capital Stock” means:

 (1) in the case of a corporation or a company, corporate stock or shares; 
 (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and 
 (4) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
  

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 “Capitalized Lease Obligation” means, at the time any determination thereof is to be
made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 
 “Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the
definition of “Contribution Indebtedness.” 
 “Cash Equivalents” means: 
 (1) U.S. Dollars, pounds sterling, Euros, national currency of any participating member state in the European Union or, in the case of any
Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 
 (2) securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof, in each case
with maturities not exceeding two years from the date of acquisition; 
 (3) certificates of deposit, time deposits and
eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having
capital and surplus in excess of $250.0 million, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another
internationally recognized ratings agency); 
 (4) repurchase obligations for underlying securities of the types described in
clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 
 (5) commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another
internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition; 
 (6)
readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent
ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition; 
 (7) Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent
ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition; and 
 (8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above. 
  

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 “Change of Control Offers” shall mean (a) each offer to purchase outstanding notes
of the Issuer and any Parent, Subsidiary or Affiliate of the Issuer (including Intelsat Bermuda, Intelsat Jackson, Intermediate Holdco and Intelsat Corp) pursuant to the indentures governing such series of notes, and (b) the offer to repay
outstanding loans pursuant to the Intelsat Jackson Unsecured Credit Agreement, under which, in each case, the Acquisition resulted in a “change of control” as defined in each such agreement. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of: 
 (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted
in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding
amortization of deferred financing fees, expensing of any bridge or other financing fees and any interest under Satellite Purchase Agreements); 
 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; 
 (3) commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which are payable to
Persons other than the Issuer and its Restricted Subsidiaries; and 
 (4) with respect to the Issuer, consolidated interest
expense of any Parent of the Issuer for such period with respect to the Existing Holdings Notes or any refinancing thereof to the extent cash interest is paid thereon pursuant to Section 4.04(b)(xiii)(C) hereof; 
 less interest income for such period; 
 provided, that for
purposes of calculating Consolidated Interest Expense, no effect shall be given to the effect of any purchase accounting adjustments in connection with the Transactions; provided, further, that for purposes of calculating Consolidated
Interest Expense, no effect shall be given to the discount and/or premium resulting from the bifurcation of derivatives under Statement of Financial Accounting Standards No. 133 and related interpretations as a result of the terms of the
Indebtedness to which such Consolidated Interest Expense relates. 
 “Consolidated Net Income” means, with respect to any
Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that: 
 (1) any net after-tax extraordinary or nonrecurring or unusual gains or losses (less all fees and expenses relating thereto), or income or
expense or charge (including, without limitation, any severance, relocation or other restructuring costs) and fees, expenses or charges related to any offering of equity interests of such Person, Investment, acquisition or Indebtedness permitted to
be Incurred by this Indenture (in each case, whether or not successful), including any such fees, expenses, charges or change in control payments related to the Transactions, in each case, shall be excluded; 
  

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 (2) any increase in amortization or depreciation or any one-time non-cash charges
resulting from purchase accounting in connection with the Transactions or any acquisition that is consummated prior to, on or after the Issue Date shall be excluded; 
 (3) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

 (4) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of
discontinued operations shall be excluded; 
 (5) any net after-tax gains or losses (less all fees and expenses or charges
relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall be excluded; 
 (6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of
indebtedness shall be excluded; 
 (7) the Net Income for such period of any Person that is not a Subsidiary of such Person,
or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to
the referent Person or a Restricted Subsidiary thereof in respect of such period; 
 (8) solely for the purpose of determining
the amount of the Cumulative Credit, the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally
waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such
Person, to the extent not already included therein; 
 (9) any non-cash impairment charge or asset write-off resulting from
the application of Statement of Financial Accounting Standards No. 142 and 144, and the amortization of intangibles arising pursuant to No. 141, shall be excluded; 
 (10) any non-cash expenses realized or resulting from employee benefit plans or post-employment benefit plans, grants of stock
appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded; 
 (11) any (a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) solely for purposes
of calculating the Debt to Adjusted EBITDA Ratio, the costs and expenses after January 28, 2005 related to employment of terminated employees, (d) costs or expenses realized in connection with, resulting from or in anticipation of the
Transactions or (e) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on January 28, 2005 of officers, directors and employees, in each case of such
Person or any of its Restricted Subsidiaries, shall be excluded; 
  

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 (12) accruals and reserves that are established within twelve months after the Issue Date
and that are so required to be established in accordance with GAAP shall be excluded; 
 (13)(a) (i) the non-cash
portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash
gains, losses, income and expenses resulting from fair value accounting required by Statement of Financial Accounting Standards No. 133 and related interpretations shall be excluded; and 
 (14) an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any Parent of such
Person in respect of such period in accordance with clause (xii) of Section 4.04(b) shall be included as though such amounts had been paid as income taxes directly by such Person for such period. 
 Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from the calculation of Consolidated Net Income any
dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Issuer or a Restricted Subsidiary of the Issuer in respect of or that originally constituted Restricted Investments to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments permitted under Section 4.04 pursuant to clause (5) or (6) of the definition of “Cumulative Credit.” 
 “Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization, impairment,
compensation, rent and other non-cash expenses of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP, but excluding (i) any such charge which consists of or
requires an accrual of, or cash reserve for, anticipated cash charges for any future period and (ii) the non-cash impact of recording the change in fair value of any embedded derivatives under Statement of Financial Accounting Standards
No. 133 and related interpretations as a result of the terms of any agreement or instrument to which such Consolidated Non-cash Charges relate. 
 “Consolidated Taxes” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis for any period, provision for taxes based on income, profits or capital, including,
without limitation, state franchise and similar taxes, and including an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any Parent of such Person in respect of such period in accordance
with Section 4.04(b)(xii)(B), which shall be included as though such amounts had been paid as income taxes directly by such Person. 
 “Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and the Restricted Subsidiaries and
(2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Preferred Stock of the Restricted Subsidiaries, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective
voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. 
  

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 For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or
Preferred Stock that does not have a fixed price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total
Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably
and in good faith by the Board of Directors of the Issuer. 
 “Contingent Obligations” means, with respect to any Person,
any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: 
 (1) to
purchase any such primary obligation or any property constituting direct or indirect security therefor; 
 (2) to advance or
supply funds: 
 (a) for the purchase or payment of any such primary obligation; or 
 (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor; or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Contribution Indebtedness” means Indebtedness of the Issuer or any Guarantor in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to
the capital of the Issuer or such Guarantor after January 28, 2005 (other than any cash contributions in connection with the Transactions); provided that: 
 (1) if the aggregate principal amount of such Contribution Indebtedness is greater than the aggregate amount of such cash contributions to
the capital of the Issuer or such Guarantor, as applicable, the amount in excess shall be Indebtedness (other than Secured Indebtedness) that ranks subordinate to the Notes with a Stated Maturity later than the Stated Maturity of the Notes, and

 (2) such Contribution Indebtedness (a) is Incurred within 210 days after the making of such cash contributions and
(b) is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the date of Incurrence thereof. 
 “Corp Notes” means the new 9 1/4% Senior Notes due 2014 and new 9 1/4% Senior Notes
due 2016 of Intelsat Corp. 
 “Credit Agreement” means (i) the credit agreement entered into on
July 3, 2006 in connection with the consummation of the PanAmSat Acquisition among the Issuer, Intermediate Holdco, the financial institutions named therein and Credit Suisse, Cayman Islands Branch (as successor to Citicorp North America,
Inc.), as Administrative Agent and the guarantees thereof provided by certain subsidiaries of the Issuer, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time (prior to, on or after the Issue Date), including any one or more agreements or indentures extending the maturity thereof, refinancing, replacing or otherwise
restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor 

  

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or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and
(ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial paper
facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit,
(B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness,
in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 
 “Cumulative Credit” means the sum of (without duplication): 
 (1) cumulative Adjusted EBITDA of the Issuer for the period (taken as one accounting period) from and after January 1, 2005 to the
end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Adjusted EBITDA for such period is a negative, minus the amount by which
cumulative Adjusted EBITDA is less than zero), plus 
 (2) 100% of the aggregate net proceeds, including cash and the
Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash, received by the Issuer after January 28, 2005 from the issue or sale of Equity Interests of the Issuer or any Parent of the Issuer
(excluding (without duplication) Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions, Disqualified Stock and the Cash Contribution Amount), including Equity Interests issued upon conversion of Indebtedness or upon exercise of
warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries), plus 
 (3) 100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value (as determined
in accordance with the next succeeding sentence) of property other than cash after January 28, 2005 (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, Disqualified Stock and the Cash Contribution Amount),
plus 
 (4) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price,
as the case may be, of any Disqualified Stock, of the Issuer or any Restricted Subsidiary thereof issued after January 28, 2005 (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or
exchanged for Equity Interests in the Issuer or any Parent of the Issuer (other than Disqualified Stock), plus 
 (5)
100% of the aggregate amount received by the Issuer or any Restricted Subsidiary since January 28, 2005 in cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash received by
the Issuer or any Restricted Subsidiary from: 
 (A) the sale or other disposition (other than to the Issuer or a Restricted
Subsidiary of the Issuer) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the
Issuer or any of its Restricted Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to Section 4.04(b)(vii) or
(x)), 
  

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 (B) the sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the
Capital Stock of an Unrestricted Subsidiary or 
 (C) a distribution, dividend or other payment from an Unrestricted
Subsidiary, plus 
 (6) in the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted
Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer after January 28, 2005, the Fair Market Value (as
determined in accordance with the next succeeding sentence) of the Investments of the Issuer in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other
than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 4.04(b)(vii) or (x) or constituted a Permitted Investment). 
 The Fair Market Value of property other than cash covered by clauses (2), (3), (4), (5) and (6) above shall be determined in good faith by the Issuer and

 (A) in the event of property with a Fair Market Value in excess of $20.0 million, shall be set forth in an Officers’
Certificate or 
 (B) in the event of property with a Fair Market Value in excess of $40.0 million, shall be set forth in a
resolution approved by at least a majority of the Board of Directors of the Issuer. 
 “Cumulative Interest Expense” means,
in respect of any Restricted Payment, the sum of the aggregate amount of Consolidated Interest Expense of the Issuer and the Restricted Subsidiaries for the period from and after January 1, 2005 to the end of the Issuer’s most recently
ended fiscal quarter for which internal financial statements are available and immediately preceding the proposed Restricted Payment. 
 “Debt to Adjusted EBITDA Ratio” means, with respect to any Person for any period, the ratio of (i) Consolidated Total Indebtedness as of the date of calculation (the “Calculation Date”) to
(ii) Adjusted EBITDA of such Person for the four consecutive fiscal quarters immediately preceding such Calculation Date. In the event that the Issuer or any of its Restricted Subsidiaries Incurs or redeems any Indebtedness (other than in the
case of revolving credit borrowings, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues or redeems Disqualified Stock or Preferred Stock subsequent to
the commencement of the period for which the Debt to Adjusted EBITDA Ratio is being calculated but prior to the Calculation Date, then the Debt to Adjusted EBITDA Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of
Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each
case with respect to an operating unit of a business, and other operational changes that the Issuer or any of its Restricted Subsidiaries has both determined to make and made after 

  

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January 28, 2005 and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the
Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change of any associated
fixed charge obligations and the change in Adjusted EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or
was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each
case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Debt to Adjusted EBITDA Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment,
acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation
Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of
making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest
on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if
none, then based upon such optional rate chosen as the Issuer may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuer as set forth in an Officers’ Certificate, to reflect,
among other things, (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, without limitation, from the
Transactions) and (2) all adjustments used in connection with (i) the calculation of “Sub Holdco Adjusted EBITDA” as set forth in Intelsat, Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2007 and
Intelsat, Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and (ii) the calculation of “Adjusted EBITDA” as set forth in footnote 4 to the “Summary Historical and Pro Forma Consolidated
Financial Data” section of the offering memorandum dated January 24, 2005 in connection with the offering of the Outstanding Intelsat Sub Holdco Notes and in footnote 3 to the “Summary Historical and Pro Forma Consolidated Financial
Data of Intelsat, Ltd.” section of the Offering Memorandum, in each case to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. 
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 
 “Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or one of its
Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of Cash Equivalents received in
connection with a subsequent sale of such Designated Non-cash Consideration. 
  

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 “Designated Preferred Stock” means Preferred Stock of the Issuer or any Parent of the
Issuer, as applicable (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so
designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in the definition of “Cumulative Credit.” 

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any
security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event: 
 (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken
as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the Notes and any purchase requirement triggered thereby may not become operative until
compliance with the asset sale and change of control provisions applicable to the Notes (including the purchase of any Notes tendered pursuant thereto)), 
 (2) is convertible or exchangeable for Indebtedness or Disqualified Stock, or 
 (3) is
redeemable at the option of the holder thereof, in whole or in part, 
 in each case prior to 91 days after the maturity date of the applicable series of
Notes; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be
deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s
termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified
Stock shall not be deemed to be Disqualified Stock. 
 “Employee Transfer Agreement” means the intercompany agreement
regarding the transfer of substantially all of the employees of Intelsat Global Service Corporation to Intelsat Corp, dated as of July 3, 2006, between Intelsat Global Service Corporation and Intelsat Corp, as amended from time to time
(provided that no such amendment materially affects the ability of the Issuer to make anticipated principal or interest payments on the notes). 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital
Stock). 
 “Event of Loss” means any event that results in the Issuer or its Restricted Subsidiaries receiving proceeds from
any insurance covering any Satellite, or in the event that the Issuer or any of its Restricted Subsidiaries receives proceeds from any insurance maintained for it by any Satellite Manufacturer or any launch provider covering any of such Satellites.

  

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 “Event of Loss Proceeds” means, with respect to any proceeds from any Event of Loss, all
Satellite insurance proceeds received by the Issuer or any of the Restricted Subsidiaries in connection with such Event of Loss, after 
 (1) provision for all income or other taxes measured by or resulting from such Event of Loss, 
 (2) payment of all reasonable legal, accounting and other reasonable fees and expenses related to such Event of Loss, 
 (3) payment of amounts required to be applied to the repayment of Indebtedness secured by a Lien on the Satellite that is the subject of such Event of Loss, 
 (4) provision for payments to Persons who own an interest in the Satellite (including any transponder thereon) in accordance with the
terms of the agreement(s) governing the ownership of such interest by such Person (other than provision for payments to insurance carriers required to be made based on projected future revenues expected to be generated from such Satellite in the
good faith determination of the Issuer as evidenced by an Officers’ Certificate), and 
 (5) deduction of appropriate
amounts to be provided by the Issuer or such Restricted Subsidiary as a reserve, in accordance with GAAP, against any liabilities associated with the Satellite that was the subject of the Event of Loss. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Exchange Offer Registration Statement” means the registration statement filed with the SEC in connection with any
Registered Exchange Offer. 
 “Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair
Market Value as determined by the Issuer in good faith) received by the Issuer after January 28, 2005 from: 
 (1)
contributions to its common equity capital, and 
 (2) the sale (other than to a Subsidiary of the Issuer or pursuant to any
management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer or any of its Subsidiaries) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

 in each case designated as Excluded Contributions pursuant to an Officers’ Certificate, which are excluded from the calculation set forth in the
definition of “Cumulative Credit.” 
 “Excluded Satellite” means any Satellite (or, if the entire Satellite is not
owned by the Issuer or any Restricted Subsidiary, as the case may be, the portion of the Satellite it owns or for which it has risk of loss) (i) that is not expected or intended, in the good faith determination of the Board of Directors of the
Issuer as evidenced by a resolution of the Board of Directors, to earn revenue from the operation of such Satellite (or portion, as applicable) in excess of $37.5 million for the immediately succeeding 12-month calendar period or (ii) that has
a net book value not in excess of $150.0 million or (iii) that (1) the procurement of In-Orbit Insurance therefor in the amounts and on the terms required by this Indenture would not be available for a price that is, and on other
terms and conditions that are, commercially 

  

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reasonable or (2) the procurement of such In-Orbit Insurance therefor would be subject to exclusions or limitations of coverage that would make the
terms of the insurance commercially unreasonable, in either case, in the good faith determination of the Board of Directors of the Issuer and evidenced by a resolution of the Board of Directors delivered to the Trustee, or (iv) for which
In-Orbit Contingency Protection is available or (v) whose primary purpose is to provide In-Orbit Contingency Protection for the Issuer’s or its Subsidiaries’ other Satellites (or portions) and otherwise that is not expected or
intended, in the good faith determination of the Board of Directors of the Issuer as evidenced by a resolution of the Board of Directors, to earn revenue from the operation of such Satellite (or portion, as applicable) in excess of $37.5 million for
the immediately succeeding 12-month calendar period. 
 “Existing Holdings Notes” means (a) the 7 5/8% Senior Notes due
2012 and (b) the 6 1/2% Senior Notes due 2013, in each case, of Holdings. 
 “Fair Market Value” means, with
respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to
complete the transaction. 
 “FCC Licenses” means all authorizations, licenses and permits issued by the Federal
Communications Commission or any governmental authority substituted therefor to the Issuer or any of its Subsidiaries, under which the Issuer or any of its Subsidiaries is authorized to launch and operate any of its Satellites or to operate any of
its TT&C Earth Stations (other than authorizations, orders, licenses or permits that are no longer in effect). 
 “Flow Through
Entity” means an entity that is treated as a partnership not taxable as a corporation, a grantor trust or a disregarded entity for U.S. federal income tax purposes or subject to treatment on a comparable basis for purposes of state, local
or foreign tax law. 
 “Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the
United States of America or any state or territory thereof or the District of Columbia and any direct or indirect subsidiary of such Restricted Subsidiary. 
 “FSS Operators” means each of (i) SES Global S.A., (ii) Eutelsat S.A., (iii) Telesat Canada and (iv) any successor entities of each of the foregoing (whether by consolidation,
amalgamation, merger with or winding up into another Person, or through the sale, transfer, lease, conveyance or other disposition of all or substantially all its equity, assets or properties in one or more related transactions to another Person or
otherwise). 
 “G2 Transfer Agreement” means the Agreement and Plan of Merger, dated as of July 3, 2006, among Intelsat
General, G2 Satellite Solutions Corporation and Intelsat Corp, as amended from time to time (provided that no such amendment materially affects the ability of the Issuer to make anticipated principal or interest payments on the notes),
and the other agreements entered into in connection therewith on or prior to July 3, 2006. 
 “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on January 28, 2005. For the purposes of this Indenture, the term “consolidated”
with respect to any Person means such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

  

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 “guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

 “Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes by any Person in
accordance with the provisions of this Indenture. 
 “Guarantor” means any Person that Incurs a Guarantee; provided
that upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person ceases to be a Guarantor. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under: 
 (1) currency exchange or interest rate swap agreements, cap agreements and collar agreements; and 
 (2) other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange or interest rates. 
 “Holder” means the Person in whose name a Note is registered on the registrar’s books. 
 “Holdings” means Intelsat, Ltd. until a successor replaces it and, thereafter, means such successor. 
 “Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary
(whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. 
 “Indebtedness” means, with respect to any Person: 
 (1) the principal and
premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or,
without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except any such balance that constitutes a current account payable, trade payable or similar obligation
Incurred, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a
liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 
 (2) to the
extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary
course of business); 
 (3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any
asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of
determination, and (b) the amount of such Indebtedness of such other Person; and 
  

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 (4) to the extent not otherwise included, with respect to the Issuer and its Restricted
Subsidiaries, the amount then outstanding (i.e., advanced, and received by, and available for use by, the Issuer or any of its Restricted Subsidiaries) under any Receivables Financing (as set forth in the books and records of the Issuer or
any Restricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or group providing such Receivables Financing); 
 provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money;
(2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) obligations to make payments
to one or more insurers under satellite insurance policies in respect of premiums or the requirement to remit to such insurer(s) a portion of the future revenue generated by a satellite which has been declared a constructive total loss, in each case
in accordance with the terms of the insurance policies relating thereto; (5) Obligations under or in respect of any Qualified Receivables Financing; or (6) any obligations to make progress or incentive payments or risk money payments under
any satellite manufacturing contract or to make payments under satellite launch contracts in respect of launch services provided thereunder, in each case, to the extent not overdue by more than 90 days. 
 Notwithstanding anything in this Indenture, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Statement of
Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded
derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under this
Indenture. 
 “Indenture” means this Indenture as amended or supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant to Persons engaged in a Similar
Business, in each case of nationally recognized standing that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged. 
 “Initial Purchasers” means the initial purchasers party to the purchase agreement entered into in connection with the offer and sale of
the Notes. 
 “In-Orbit Contingency Protection” means transponder capacity that in the good faith determination of the Board
of Directors of the Issuer as evidenced by a resolution of the Board of Directors, is available on a contingency basis by the Issuer or its Subsidiaries, directly or by another satellite operator pursuant to a contractual arrangement, to accommodate
the transfer of traffic representing at least 25% of the revenue-generating capacity with respect to any Satellite (or, if the entire Satellite is not owned by the Issuer or any Restricted Subsidiary, as the case may be, the portion of the Satellite
it owns or for which it has risk of loss) that may suffer actual or constructive total loss and that meets or exceeds the contractual performance specifications for the transponders that had been utilized by such traffic; provided that the
Satellite (or portion, as applicable) shall be deemed to be insured for a percentage of the Satellite’s (or applicable portion’s) net book value for which In-Orbit Contingency Protection is available. 
  

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 “In-Orbit Insurance” means, with respect to any Satellite (or, if the entire Satellite
is not owned by the Issuer or any Restricted Subsidiary, as the case may be, the portion of the Satellite it owns or for which it has risk of loss), insurance (subject to a right of co-insurance in an amount up to $150.0 million) or other
contractual arrangement providing for coverage against the risk of loss of or damage to such Satellite (or portion, as applicable) attaching upon the expiration of the launch insurance therefor (or, if launch insurance is not procured, upon the
initial completion of in-orbit testing) and attaching, during the commercial in-orbit service of such Satellite (or portion, as applicable), upon the expiration of the immediately preceding corresponding policy or other contractual arrangement, as
the case may be, subject to the terms and conditions set forth in this Indenture. 
 “Intelsat Bermuda” means Intelsat
(Bermuda), Ltd., until a successor replaces it, and thereafter means such successor. 
 “Intelsat Bermuda Intercompany Loan”
means the intercompany loans by Intelsat Bermuda (irrespective of any subsequent holder of such loans so long as a subsidiary of the Issuer) to PanAmSat Holdco to fund the payment of a portion of the purchase price of the PanAmSat Acquisition and to
fund the purchase of PanAmSat Holdco’s 10 3/8% senior discount notes due 2014 and, in each case, any fees and expenses related thereto. 
 “Intelsat Bermuda Notes” means the new 11 1/4% Senior Notes due 2017 and new 11 1/2%/12 1/2% Senior PIK Election Notes due 2017 of Intelsat Bermuda.

 “Intelsat Bermuda Transfer” means the transfer by Intelsat Bermuda of certain of its assets and
certain of its liabilities and obligations to Intelsat Jackson on February 4, 2008. 
 “Intelsat Corp” means Intelsat
Corporation (formerly PanAmSat Corporation), until a successor replaces it, and thereafter means such successor. 
 “Intelsat Corp
Refinancing” means the borrowing by Intelsat Corp of $150.0 million in aggregate principal amount pursuant to a new term loan under the PanAmSat Credit Agreement, and the repayment of its 6 3/8% Senior Secured Notes due 2008 with the
proceeds of such borrowing. 
 “Intelsat General” means Intelsat General Corporation, until a successor replaces it, and
thereafter means such successor. 
 “Intelsat Jackson” means Intelsat Jackson Holdings, Ltd., until a successor replaces it,
and thereafter means such successor. 
 “Intelsat Jackson Notes”
means the new 11 1/2% Senior Notes due 2016 and new 9 1/2% Senior Notes due 2016 of Intelsat Jackson. 
 “Intelsat
Jackson Unsecured Credit Agreement” means (i) the senior unsecured credit agreement entered into on February 2, 2007 among Intelsat Bermuda, Holdings, the financial institutions named therein and Bank of America, N.A., as
administrative agent, and the guarantees thereof provided by Intelsat Sub Holdco and certain subsidiaries of Intelsat Sub Holdco, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original
lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any one or more agreements or indentures extending the maturity thereof, refinancing, replacing or otherwise restructuring all or
any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the
maturity thereof and (ii) whether or not 

  

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the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of “Intelsat
Jackson Unsecured Credit Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to
special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees
or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured,
renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 
 “Intermediate Holdco” means
Intelsat Intermediate Holding Company, Ltd., until a successor replaces it, and thereafter means such successor. 
 “Intermediate Holdco Notes” means the new 9 1/2% Senior Discount Notes due 2015
of Intermediate Holdco. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or equivalent) by
Moody’s or BBB- (or equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade
Securities” means: 
 (1) securities issued or directly and fully guaranteed or insured by the U.S. government or any
agency or instrumentality thereof (other than Cash Equivalents), 
 (2) securities that have an Investment Grade Rating, but
excluding any debt securities or loans or advances between and among the Issuer and its Subsidiaries, 
 (3) investments in
any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and 
 (4) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case
with maturities not exceeding two years from the date of acquisition. 
 “Investments” means, with respect to any Person,
all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and
similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that
are required by GAAP to be classified on the balance sheet of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the
definition of “Unrestricted Subsidiary” and Section 4.04: 
 (1) “Investments” shall include the
portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

 (a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less 

 

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 (b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary)
of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and 
 (2) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer. 
 “Issue Date” means June 27, 2008, the date on which the Notes will be initially issued. 
 “Issuer” means the party named as such in the Preamble to this Indenture until a successor replaces it and, thereafter, means the
successor. 
 “Joint Venture” means any Person, other than an individual or a Subsidiary of the Issuer, (i) in which
the Issuer or a Restricted Subsidiary of the Issuer holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) and (ii) which is engaged in a Similar Business. 
 “License Subsidiary” means one or more Wholly Owned Restricted Subsidiaries of the Issuer (i) that holds, was formed for the
purpose of holding or is designated to hold FCC Licenses for the launch and operation of Satellites or for the operation of any TT&C Earth Station (other than any FCC License held by Intelsat General or any of its Subsidiaries) and (ii) all
of the shares of capital stock and other ownership interests of which are held directly by the Issuer or a Subsidiary Guarantor. 
 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in the nature thereof, any other agreement to give a security interest and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien. 
 “Lockheed Note” means the $20.0 million note, dated November 25, 2002 from Intelsat Global Service Corporation to COMSAT Corporation. 
 “Management Group” means the group consisting of the directors, executive officers and other management personnel of the Issuer or any Parent of the Issuer, as the case may be, on the Issue Date
together with (1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Issuer or any Parent of the Issuer, as applicable, was approved by a vote of a majority of the directors
of the Issuer or any Parent of the Issuer, as applicable, then still in office who were either directors on the Issue Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of
the Issuer or any Parent of the Issuer, as applicable, hired at a time when the directors on the Issue Date together with the directors so approved constituted a majority of the directors of the Issuer or any Parent of the Issuer, as applicable.

 “Master Intercompany Services Agreement” means the Master Intercompany Services Agreement, dated as of July 3, 2006,
among Intelsat Bermuda and certain direct and indirect Parent companies and Subsidiaries of Intelsat Bermuda and the other parties thereto, as in effect on the Issue Date and as amended from time to time thereafter (provided that no such
amendment materially affects the ability of the Issuer to make anticipated principal or interest payments on the notes). 
  

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 “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating
agency business thereof. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined
in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net Proceeds” means the
aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash
Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and
brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related
thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)) to be paid as a result of such transaction (including to obtain any consent
therefor), and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or
other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 

“Net Transponder Capacity” means the aggregate transponder capacity for all in-orbit transponders then owned by the Issuer and its
Restricted Subsidiaries. 
 “New Intelsat Jackson Unsecured Credit Agreement” means (i) the senior unsecured credit
agreement to be entered into on or about July 1, 2008 among Intelsat Jackson, Holdings, Intelsat Bermuda, Credit Suisse, Cayman Islands Branch, as Administrative Agent, the financial institutions named therein, and the other parties thereto,
and the guarantees thereof provided by the Issuer and certain subsidiaries of the Issuer, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured,
repaid, refunded, refinanced or otherwise modified from time to time, including any one or more agreements or indentures extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under
such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether
or not the credit agreement referred to in clause (i) remains outstanding, if designated by Intelsat Jackson to be included in the definition of “New Intelsat Jackson Unsecured Credit Agreement,” one or more (A) debt facilities
or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or
letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any
other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to
time. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without
limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the
Notes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the Holders of the Notes. 
  

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 “Offering Memorandum” means the Base Offering Memorandum and the Offering Memorandum
Supplement, collectively. 
 “Offering Memorandum Supplement” means the supplement to the Base Offering Memorandum dated
June 24, 2008 relating to the offering of the Original Notes. 
 “Officer” means the Chairman of the Board, Chief
Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer, any Parent of the Issuer or any of the Issuer’s Restricted Subsidiaries.

 “Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer, any Parent
of the Issuer or any of the Issuer’s Restricted Subsidiaries, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, any Parent of the Issuer or any
of the Issuer’s Restricted Subsidiaries, that meets the requirements set forth in this Indenture. 
 “Opinion of
Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee. 
 “Outstanding Intelsat Sub Holdco Notes” means the 8 1/4% Senior Notes due 2013 and 8 5/8% Senior Notes due 2015 of Intelsat Sub Holdco. 
 “PanAmSat Acquisition” means the transaction pursuant to which Intelsat Bermuda became the owner of all of the outstanding share capital
of PanAmSat Holdco. 
 “PanAmSat Credit Agreement” means (i) the amended and restated credit agreement entered into on
July 3, 2006 in connection with the consummation of the PanAmSat Acquisition, among Intelsat Corp, the financial institutions named therein and Credit Suisse, Cayman Islands Branch, as Administrative Agent, and the guarantees thereof provided
by certain subsidiaries of the borrower, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified
from time to time (prior to, on or after the Issue Date), including any one or more agreements or indentures extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such
agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not
the credit agreement referred to in clause (i) remains outstanding, if designated by the borrower to be included in the definition of “PanAmSat Credit Agreement,” one or more (A) debt facilities or commercial paper facilities
providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt
securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case,
with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 
 “PanAmSat Holdco” means Intelsat Holding Corporation (formerly PanAmSat Holding Corporation), until a successor replaces it, and
thereafter means such successor. 
 “Parent” means, with respect to any Person, any other Person of which such Person is a
direct or indirect Subsidiary. 
  

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 “Pari Passu Indebtedness” means: 
 (1) with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment with the Notes; and 

(2) with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment with such
Guarantor’s Guarantee. 
 “Permitted Holders” means, at any time, (i) the Sponsors, (ii) the Management
Group, (iii) any Parent of the Issuer, and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders
specified in clauses (i), (ii) and/or (iii) above, and that (directly or indirectly) hold or acquire beneficial ownership of the Voting Stock of the Issuer or any Parent of the Issuer (a “Permitted Holder Group”), so long as no
Person or other “group” (other than Permitted Holders specified in clauses (i)—(iii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by such Permitted Holder Group. Any one or more Persons
or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its (or their) Affiliates,
constitute an additional Permitted Holder or Permitted Holders, as applicable. 
 “Permitted Investments” means: 

(1) any Investment in the Issuer or any Restricted Subsidiary; 
 (2) any Investment in Cash Equivalents or Investment Grade Securities; 
 (3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that is primarily engaged in a Similar Business if
as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Issuer, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or
conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer; 
 (4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 or any other disposition of assets not constituting an
Asset Sale; 
 (5) any Investment existing on the Issue Date, any Investments made pursuant to binding commitments in effect
on the Issue Date and Investments not in excess of $40 million outstanding at any one time in the aggregate made or contemplated to be made in Intelsat New Dawn Company, Ltd., an Unrestricted Subsidiary of the Issuer that will participate in a South
African joint venture that will construct and operate one or more satellites; 
 (6) advances to employees not in excess of
$15.0 million outstanding at any one time in the aggregate; 
 (7) any Investment acquired by the Issuer or any of its
Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the
issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured
Investment in default; 
  

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 (8) Hedging Obligations permitted under Section 4.03(b)(x); 
 (9) any Investment by the Issuer or any of its Restricted Subsidiaries in a Similar Business having an aggregate Fair Market Value, taken
together with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed the greater of (x) $125.0 million and (y) 2.5% of Total Assets of the Issuer at the time of such Investment (with
the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that
is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to
clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary; 
 (10) additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with
all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of (x) $125.0 million and (y) 2.5% of Total Assets of the Issuer at the time of such Investment (with the Fair Market
Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (11)
loans and advances to officers, directors and employees for business-related travel expenses, moving and relocation expenses and other similar expenses, in each case Incurred in the ordinary course of business; 
 (12) Investments the payment for which consists of Equity Interests of the Issuer or any Parent of the Issuer (other than Disqualified
Stock); provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under the calculation set forth in the definition of the term “Cumulative Credit”; 
 (13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of
Section 4.07(b) (except transactions described in clauses (ii)(a), (vi), (vii) and (xi)(B) of such Section); 
 (14)
Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; 
 (15) guarantees not prohibited by or required pursuant to, as the case may be, Sections 4.03 and 4.11; 
 (16) any Investments by Subsidiaries that are not Restricted Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries of the Issuer; 
 (17) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights
or licenses or leases of intellectual property, in each case in the ordinary course of business; 
  

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 (18) any Investment in a Receivables Subsidiary or any Investment by a Receivables
Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related
Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest; 
 (19) Investments resulting from the receipt of non-cash consideration in a sale of assets or property that does not constitute an Asset
Sale or in an Asset Sale received in compliance with Section 4.06; 
 (20) additional Investments in Joint Ventures of
the Issuer or any of its Restricted Subsidiaries existing on the Issue Date in an aggregate amount not to exceed $20.0 million outstanding at any one time; 
 (21) Investments of a Restricted Subsidiary of the Issuer acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with a Restricted Subsidiary of the Issuer in a transaction that
is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger,
amalgamation or consolidation; 
 (22) Investments in Subsidiaries or Joint Ventures formed for the purpose of selling or
leasing transponders or transponder capacity to third-party customers in the ordinary course of business of the Issuer and its Restricted Subsidiaries which investments are in the form of transfers to such Subsidiaries or Joint Ventures for fair
market value transponders or transponder capacity sold or to be sold or leased or to be leased by such Subsidiaries or Joint Ventures; provided that all such Investments in Subsidiaries and Joint Ventures do not exceed 10% of Net Transponder
Capacity; and 
 (23) any Investment in the Notes, Acquisition Notes or any other Indebtedness incurred or assumed in
connection with the Transactions. 
 “Permitted Liens” means, with respect to any Person: 
 (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S.
government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business; 
 (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or
being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review; 
 (3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are
being contested in good faith by appropriate proceedings; 
  

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 (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with
respect to other regulatory requirements or letters of credit issued at the request of and for the account of such Person in the ordinary course of its business; 
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which
were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
 (6)(A) Liens securing an aggregate principal amount of Pari Passu Indebtedness not to exceed the greater of (x) the aggregate
principal amount of Pari Passu Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(i) and (y) the maximum principal amount of Indebtedness that, as of such date, and after giving effect to the Incurrence of such Indebtedness
and the application of the proceeds therefrom on such date, would not cause the Secured Indebtedness Leverage Ratio of the Issuer to exceed 2.00 to 1.00 and (B) Liens securing Indebtedness permitted to be Incurred pursuant to the Non-Guarantor
Exception and Sections 4.03(b)(ii), (iv) (provided that such Liens do not extend to any property or assets that are not property being purchased, leased, constructed or improved with the proceeds of such Indebtedness being Incurred
pursuant to Section 4.03(b)(iv)), (xii) or (xx); provided that in the case of the Non-Guarantor Exception and Section 4.03(b)(xx), such Lien does not extend to the property or assets of the Issuer or any Subsidiary of the
Issuer other than a Restricted Subsidiary that is not a Guarantor; 
 (7) Liens existing on the Issue Date; 
 (8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided,
however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the
Issuer or any Subsidiary Guarantor of the Issuer; 
 (9) Liens on assets or property at the time the Issuer or a Restricted
Subsidiary of the Issuer acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary of the Issuer; provided, however, that such
Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other assets or property owned by the Issuer or any Restricted
Subsidiary of the Issuer; 
 (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the
Issuer or another Restricted Subsidiary of the Issuer permitted to be Incurred in accordance with Section 4.03; 
 (11)
Liens securing Hedging Obligations permitted to be Incurred under Section 4.03(b)(x); 
 (12) Liens on specific items of
inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or
other goods; 
  

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 (13) leases and subleases of real property which do not materially interfere with the
ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries; 
 (14) Liens arising from Uniform
Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of the Issuer or any Guarantor; 
 (16) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer’s client
at which such equipment is located; 
 (17) Liens on accounts receivable and related assets of the type specified in the
definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing; 
 (18)
deposits made in the ordinary course of business to secure liability to insurance carriers; 
 (19) Liens on the Equity
Interests of Unrestricted Subsidiaries; 
 (20) grants of software and other technology licenses in the ordinary course of
business; 
 (21) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings,
refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6)(B), (7), (8), (9), (10), (11) and (15); provided, however, that
(x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater
than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6)(B), (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien
under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and 
 (22) other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed $20.0 million at any one
time outstanding. 
 “Person” means any individual, corporation, partnership, limited liability company, Joint Venture,
association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding up. 
 “Presumed Tax Rate” means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for
an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into
account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income). 
  

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 “Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a
line of credit, which may be irrevocable, from the Issuer or any Subsidiary of the Issuer to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is
not paid by cash or a contribution of equity. 
 “Qualified Receivables Financing” means any Receivables Financing of a
Receivables Subsidiary that meets the following conditions: 
 (1) the Board of Directors of the Issuer shall have determined
in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Receivables Subsidiary, 
 (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good
faith by the Issuer), and 
 (3) the financing terms, covenants, termination events and other provisions thereof shall be
market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings. 
 The grant of a security
interest in any accounts receivable of the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Bank Indebtedness shall not be deemed a Qualified Receivables Financing. 
 “Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for
reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any Parent of the Issuer as a
replacement agency for Moody’s or S&P, as the case may be. 
 “Receivables Fees” means distributions or payments
made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing. 
 “Receivables Financing” means any transaction or series of transactions that may be entered into by the Issuer or any of its
Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries), and (b) any other Person (in
the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily
transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in
connection with such accounts receivable. 
 “Receivables Repurchase Obligation” means any obligation of a seller of
receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any
asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 
  


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 “Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Issuer (or
another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers
accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and
other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary and: 
 (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any
other Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any other
Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to
the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, 
 (b) with which neither the Issuer
nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Subsidiary than those that might be
obtained at the time from Persons that are not Affiliates of the Issuer, and 
 (c) to which neither the Issuer nor any other
Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. 
 Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions. 
 “Refinancings” means, collectively, the (i) redemption of the outstanding Intelsat Jackson (after giving effect to the Intelsat
Bermuda Transfer) Floating Rate Senior Notes due 2013 and Floating Rate Senior Notes due 2015 and (ii) redemption of the outstanding Holdings 5 1/4% Senior Notes due 2008. 
 “Relevant Tax Jurisdiction” means Bermuda, or another jurisdiction in which the Issuer or a Guarantor, or a successor of any of them, is
organized, is resident or engaged in business for tax purposes or through which payments are made on or in connection with the Notes. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted
Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries mean Restricted
Subsidiaries of the Issuer. 
 “S&P” means Standard & Poor’s Ratings Group or any successor to the rating
agency business thereof. 
  

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 “Sale/Leaseback Transaction” means an arrangement relating to property now owned or
hereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the
Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries of the Issuer. 
 “Satellite” means any
satellite owned by the Issuer or any of its Restricted Subsidiaries and any satellite purchased by the Issuer or any of its Restricted Subsidiaries pursuant to the terms of a Satellite Purchase Agreement, whether such satellite is in the process of
manufacture, has been delivered for launch or is in orbit (whether or not in operational service). 
 “Satellite
Manufacturer” means, with respect to any Satellite, the prime contractor and manufacturer of such Satellite. 
 “Satellite
Purchase Agreement” means, with respect to any Satellite, the agreement between the applicable Satellite Purchaser and the applicable Satellite Manufacturer relating to the manufacture, testing and delivery of such Satellite. 
 “Satellite Purchaser” means the Issuer or Restricted Subsidiary that is a party to a Satellite Purchase Agreement. 
 “SEC” means the Securities and Exchange Commission or any successor thereto. 
 “Secured Indebtedness” means any Indebtedness secured by a Lien. 
 “Secured Indebtedness Leverage Ratio” means, with respect to any Person, at any date the ratio of (1) Secured Indebtedness of such
Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) to (2) Adjusted EBITDA of such Person for the four full fiscal quarters for which internal financial statements
are available immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any of its Restricted Subsidiaries Incurs or redeems any Indebtedness subsequent to the commencement of the period for
which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured
Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that the Issuer or any of its Restricted Subsidiaries has both determined to make and made
after January 28, 2005 and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date shall be calculated on a pro forma basis assuming that
all such Investments, acquisitions, dispositions, mergers, consolidations, discontinued operations and other operational changes (and the change in Adjusted EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference
period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment,
acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the
Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, consolidation or operational change had occurred at the
beginning of the applicable four-quarter period. 
  

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 For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuer as set forth in an
Officers’ Certificate, to reflect, among other things, (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, merger or operational change (including, without
limitation, from the Transactions) and (2) all adjustments used in connection with (i) the calculation of “Sub Holdco Adjusted EBITDA” as set forth in Intelsat, Ltd.’s Annual Report on Form 10-K for the year ended
December 31, 2007 and Intelsat, Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and (ii) the calculation of “Adjusted EBITDA” as set forth in footnote 4 to the “Summary Historical and Pro
Forma Consolidated Financial Data” section of the offering memorandum dated January 24, 2005 in connection with the offering of the Outstanding Intelsat Sub Holdco Notes and in footnote 3 to the “Summary Historical and Pro Forma
Consolidated Financial Data of Intelsat, Ltd.” section of the Offering Memorandum, in each case to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Senior Credit Documents” means the collective reference to the Credit Agreement, the notes issued pursuant thereto and
the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented or otherwise modified from time to time. 
 “Serafina Assignment” means the assignment by Serafina Acquisition Limited, immediately following the Intelsat Bermuda Transfer on February 4, 2008, of certain of its liabilities and obligations to Intelsat Bermuda,
and the assumption by Intelsat Bermuda of such liabilities and obligations. 
 “Significant Subsidiary” means any Restricted
Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC or any successor provision. 
 “Similar Business” means any business or activity of the Issuer or any of its Subsidiaries currently conducted or proposed as of the
Issue Date, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof, or is complementary, incidental, ancillary or related thereto. 
 “Specified Intercompany Agreements” means the Master Intercompany Services Agreement, the Employee Transfer Agreement, the G2 Transfer
Agreement and the agreements or promissory notes evidencing the Intelsat Bermuda Intercompany Loan and, in each case, agreements in connection therewith. 
 “Specified Sale/Leaseback Transaction” means one Sale/Leaseback Transaction pursuant to which the Issuer or its Restricted Subsidiaries sell one Satellite and related assets that is designated as a
Specified Sale/Leaseback Transaction pursuant to an Officers’ Certificate. 
 “Sponsors” means (1) one or more
investment funds advised, managed or controlled by BC Partners Holdings Limited or any Affiliate thereof, (2) one or more investment funds advised, managed or controlled by Silver Lake or any Affiliate thereof and (3) one or more
investment funds advised, managed or controlled by any of the Persons described in clauses (1) and (2) of this definition, and, in 

  

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each case (whether individually or as a group), their Affiliates; provided that, for purposes of determining the fees and expenses that may be added
back pursuant to clause (5) within the definition of Adjusted EBITDA for any period before February 4, 2008, the term “Sponsor” shall also mean one or more investment funds advised, managed or controlled by Apax Partners
Worldwide, LLP, Apax Partners, L.P., Apollo Management V, L.P., Madison Dearborn Partners, LLC or Permira Advisers, LLC or any of their respective Affiliates. 
 “Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary of the Issuer which the
Issuer has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation
shall be deemed to be a Standard Securitization Undertaking. 
 “Stated Maturity” means, with respect to any loan or
security, the date specified in such loan or security as the fixed date on which the final payment of principal of such loan or security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision
providing for the repurchase of such loan or security at the option of the lender or holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 
 “Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated
in right of payment to the Notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee. 
 “Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than a
partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, (2) any partnership, joint venture or limited
liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such
Person is a controlling general partner or otherwise controls such entity and (3) any Person that is consolidated in the consolidated financial statements of the specified Person in accordance with GAAP. 
 “Subsidiary Guarantor” means each Subsidiary of the Issuer that is a Guarantor. 
 “Tax-affected Investor” means any holder of capital stock in any Parent of the Issuer that is subject (or if such holder is a
Flow-Through Entity, any partner in which is subject) to a tax regime (for example, as a United States shareholder within the meaning of section 951(b) of the Code) that requires such person to recognize on a current basis taxable income
attributable to earnings and profits of the Issuer, or its Subsidiaries in advance of any distribution of such earnings and profits. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Indenture. 
 “Total Assets” means, with respect to any Person, the total consolidated assets of such Person and its Restricted Subsidiaries, as shown on the most recent balance sheet. 
  

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 “Transaction Agreement” means the Share Purchase Agreement, dated as of June 19,
2007, among Serafina Holdings Limited, Serafina Acquisition Limited, Intelsat Holdings, Ltd. and certain shareholders of Intelsat Holdings, Ltd., as amended, supplemented or modified from time to time. 
 “Transactions” means the Zeus Acquisition and the transactions contemplated by the Zeus Acquisition Documents and the Acquisition and
the transactions related thereto (including the Intelsat Bermuda Transfer, the Serafina Assignment, the Change of Control Offers and the Refinancings, as applicable), including as contemplated by the Acquisition Documents (including any Equity
Interest payments made in connection therewith (whether on the Issue Date or thereafter)), the entry into the Backstop Credit Facilities, the Intelsat Jackson Unsecured Credit Agreement and the New Intelsat Jackson Unsecured Credit Agreement, the
issuance of the Notes, the Intermediate Holdco Notes, the Intelsat Jackson Notes, the Intelsat Bermuda Notes and the Corp Notes, amendments and borrowings made pursuant to the Credit Agreement, the PanAmSat Credit Agreement, the Intelsat Corp
Refinancing, and the other transactions in connection with the foregoing. 
 “Treasury Rate” means with respect to the
Notes, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519)
that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such
redemption date to January 15, 2009, in the case of 2013 Notes, or to January 15, 2010, in the case of 2015 Notes; provided, however, that if the period from such redemption date to January 15, 2009, in the case of 2013
Notes, or to January 15, 2010, in the case of 2015 Notes, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 
 “Trust Officer” means any officer within the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject, and who shall have direct responsibility for the administration of this Indenture. 
 “Trustee” means the respective party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

 “TT&C Earth Station” means any earth station licensed for operation by the FCC or by any international, federal,
state, local or foreign court or governmental agency, authority, instrumentality or regulatory body, authority, agency or commission or legislative body or other governmental entity outside of the United States used for the provision of TT&C
Services that is owned and operated by the Issuer or any of its Subsidiaries. 
 “TT&C Services” means the provision of
tracking, telemetry and command services for the purposes of operational control of any Satellite. 
 “Uniform Commercial
Code” means the New York Uniform Commercial Code as in effect from time to time. 
  

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 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of such Person in the manner provided below; and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 
 The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer)
to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary
of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has
recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries (other than Equity Interests of Unrestricted Subsidiaries); provided, further, however, that either: 
 (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 
 (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04.

 The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation: 
 (x)(1) the Issuer could Incur $1.00 of
additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test described in Section 4.03(a) or (2) the Debt to Adjusted EBITDA Ratio for the Issuer and its Restricted Subsidiaries would be less than such ratio for the Issuer
and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and 
 (y) no Event of Default shall have occurred and be continuing. 
 Any such designation by the Board of
Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing provisions. 
 “U.S. Dollar Equivalent” means, with respect to any monetary amount
in a currency other than U.S. Dollars, at any time for the determination thereof, the amount of U.S. Dollars obtained by converting such foreign currency involved in such computation into U.S. Dollars at the spot rate for the purchase of U.S.
Dollars with the applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (New York City time) on such date of determination (or if no such quote is available on such date, on the immediately preceding Business Day for which such
a quote is available). 
 “U.S. Government Obligations” means securities that are: 
 (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

  

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 (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the
specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt. 
 “Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the
quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to
such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments. 
 “Wholly Owned
Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary. 
 “Wholly Owned Subsidiary”
of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals) shall at the
time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person. 
 “Zeus Acquisition” means the transactions pursuant to which Intelsat Holdings, Ltd. became the owner of all the outstanding share capital of Intelsat, Ltd. pursuant to the Zeus Transaction Agreement. 
 “Zeus Acquisition Documents” means the Zeus Transaction Agreement and any other document entered into in connection therewith, in each
case as amended, supplemented or modified from time to time. 
 “Zeus Transaction Agreement” means the Transaction Agreement
and Plan of Amalgamation, dated as of August 16, 2004, among Intelsat, Ltd., Intelsat Bermuda, Zeus Holdings Limited, Zeus Merger One Limited and Zeus Merger Two Limited, as amended, supplemented or modified from time to time. 
  

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 SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	 “2013 Notes”
	  	Preamble
	 “2015 Notes”
	  	Preamble
	 “Additional Interest”
	  	Appendix A
	 “Affiliate Transaction”
	  	4.07(a)
	 “Appendix”
	  	Preamble
	 “Asset Sale Offer”
	  	4.06(b)
	 “2013 Notes”
	  	Preamble
	 “2015 Notes”
	  	Preamble
	 “Authorized Agent”
	  	11.16
	 “Bankruptcy Law”
	  	6.01
	 “Base Currency”
	  	11.18(b)
	 “Change of Control”
	  	4.08(a)
	 “Change of Control Offer”
	  	4.08(b)
	 “Clearstream”
	  	Appendix A
	 “control”
	  	1.01
	 “consolidated”
	  	1.01
	 “covenant defeasance option”
	  	8.01(c)
	 “Covenant Suspension Event”
	  	4.16
	 “Custodian”
	  	6.01
	 “Deadline”
	  	4.18
	 “Determination Date”
	  	Exhibit C
	 “Definitive Note”
	  	Appendix A
	 “Depository”
	  	Appendix A
	 “disposition”
	  	1.01
	 “Euroclear”
	  	Appendix A
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.06(b)
	 “Exchange 2013 Notes”
	  	Preamble
	 “Exchange 2015 Notes”
	  	Preamble
	 “Exchange Notes”
	  	Preamble
	 “Global Notes Legend”
	  	Appendix A
	 “Guaranteed Obligations”
	  	10.01(a)
	 “IAI”
	  	Appendix A
	 “incorporated provision”
	  	11.01
	 “Initial 2013 Notes”
	  	Preamble
	 “Initial 2015 Notes”
	  	Preamble
	 “Initial Notes”
	  	Preamble
	 “Initial Purchasers”
	  	1.01 and Appendix A
	 “Interest Period”
	  	Exhibit C
	 “Issuer”
	  	Preamble
	 “Judgment Currency”
	  	11.18(b)
	 “legal defeasance option”
	  	8.01
	 “maximum fixed repurchase price”
	  	1.01
	 “Net Payment”
	  	4.17
	 “Non-Guarantor Exception”
	  	4.03(a)
	 “Notes”
	  	Preamble
	 “Offer Period”
	  	4.06(d)
	 “Original 2013 Notes”
	  	Preamble
	 “Original 2015 Notes”
	  	Preamble
	 “Original Notes”
	  	Preamble

  

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	 Term
	  	 Defined in
 Section

	 “Paying Agent”
	  	2.04
	 “Permitted Debt”
	  	4.03(b)
	 “primary obligations”
	  	1.01
	 “primary obligor”
	  	1.01
	 “protected purchaser”
	  	2.08
	 “Proxy Agreement”
	  	4.15
	 “Purchase Agreement”
	  	Appendix A
	 “QIB”
	  	Appendix A
	 “rate(s) of exchange”
	  	11.18(d)
	 “Refinancing Indebtedness”
	  	4.03(b)
	 “Refunding Capital Stock”
	  	4.04(b)
	 “Registered Exchange Offer”
	  	Appendix A
	 “Registrar”
	  	2.04
	 “Registration Rights Agreement”
	  	Appendix A
	 “Regulation S”
	  	Appendix A
	 “Regulation S Notes”
	  	Appendix A
	 “Release”
	  	4.18
	 “Release Certificate”
	  	4.18
	 “Representative Amount”
	  	Exhibit C
	 “Restricted Notes Legend”
	  	Appendix A
	 “Restricted Payments”
	  	4.04(a)
	 “Restricted Period”
	  	Appendix A
	 “Retired Capital Stock”
	  	4.04(b)
	 “Reversion Date”
	  	4.16
	 “Rule 144A”
	  	Appendix A
	 “Rule 144A Notes”
	  	Appendix A
	 “Rule 501”
	  	Appendix A
	 “Secured Leverage Calculation Date”
	  	1.01
	 “Securities Custodian”
	  	Appendix A
	 “Shelf Registration Statement”
	  	Appendix A
	 “Specified Merger/Transfer Transaction”
	  	5.01(a)
	 “Successor Company”
	  	5.01(a)
	 “Successor Guarantor”
	  	5.01(b)
	 “Suspended Covenants”
	  	4.16
	 “Suspension Date”
	  	4.16
	 “Suspension Period”
	  	4.16
	 “Transfer Restricted Notes”
	  	Appendix A
	 “Trustee”
	  	Preamble
	 “Unrestricted Definitive Note”
	  	Appendix A

 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture
incorporates by reference certain provisions of the TIA. The following TIA terms have the following meanings: 
 “Commission” means the SEC. 
 “indenture securities” means the Notes and the
Guarantees. 
  

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 “indenture security holder” means a Holder. 
 “indenture to be qualified” means this Indenture. 
 “indenture trustee” or “institutional trustee” means the Trustee. 
 “obligor” on the indenture securities means the Issuer, the Guarantors and any other obligor on the Notes. 
 All
other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. 
 SECTION 1.04. Rules of Construction. Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (c) “or” is not exclusive; 
 (d) “including” means including without limitation; 
 (e) words in the singular include the plural and words in the plural include the singular; 
 (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as
unsecured Indebtedness; 
 (g) unless otherwise specified herein, the principal amount of any non-interest bearing or other
discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 
 (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the
maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; 
 (i)
unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with
GAAP; 
 (j) “$” and “U.S. Dollars” each refer to United States dollars, or such other money
of the United States of America that at the time of payment is legal tender for payment of public and private debts; 
 (k)
“€” and “Euros” each refer to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Communities; and 

(l) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with
respect to any Notes, such mention shall be deemed to include mention of the payment of Additional Interest, to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof. 
  

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 ARTICLE 2 
 THE SECURITIES 
 SECTION 2.01. Amount of Notes; Issuable in Series. The aggregate principal
amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $883,346,000 aggregate principal amount of 2013 Notes and $681,012,000 aggregate principal amount of 2015 Notes. The Notes may be issued in
one or more series. All Notes of any one series shall be substantially identical except as to denomination. 
 The Issuer may from time to
time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and
(ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and
(b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: 
 (1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes
(which shall distinguish the Additional Notes of the series from Notes of any other series); 
 (2) the aggregate principal
amount of such Additional Notes which may be authenticated and delivered under this Indenture; 
 (3) the issue price and
issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; 
 (4)
if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by
such Global Notes in addition to or in lieu of those set forth in Exhibit A or B hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be
exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and

 (5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of
Initial Notes as set forth in Exhibit A or B, but shall be issued in the form of Exchange Notes as set forth in Exhibit D or E. 
 If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or
Director or any Assistant Secretary or Assistant Director of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.

  

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 SECTION 2.02. Form and Dating. Provisions relating to the Initial Notes and the Exchange Notes are
set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Original 2013 Notes, Initial 2013 Notes, any Additional 2013 Notes (if issued as Transfer Restricted Notes) and the Trustee’s
certificate of authentication for each shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Original 2015 Notes, Initial 2015 Notes, any Additional
2015 Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication for each shall each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of
this Indenture. The Exchange 2013 Notes, any Additional 2013 Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate of authentication for each shall each be substantially in the form of Exhibit D hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The Exchange 2015 Notes, any Additional 2015 Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate of authentication for each shall each
be substantially in the form of Exhibit E hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to
which the Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note shall be dated the date of its authentication. The Notes shall be issuable only
in registered form without interest coupons and only in denominations of $2,000 and any integral multiples of $1,000 in excess thereof. 
 SECTION 2.03. Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) (i) Original 2013 Notes for original issue on the date
hereof in an aggregate principal amount of $883,346,000 and (ii) Original 2015 Notes for original issue on the date hereof in an aggregate principal amount of $681,012,000, (b) subject to the terms of this Indenture, Additional Notes in an
aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial
Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be
authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at
least $2,000, whether such Additional Notes are of the same or a different series than the Original Notes. 
 One Officer shall sign the
Notes for the Issuer by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time
the Trustee authenticates the Note, the Note shall be valid nevertheless. 
 A Note shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be
evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
  

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 The Trustee is hereby authorized to enter into a letter of representations with the Depository in the
form provided by the Issuer and to act in accordance with such letter. 
 SECTION 2.04. Registrar and Paying Agent. 
 (a) The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the
“Registrar”), and (ii) an office or agency where Notes may be presented for payment (the “Paying Agent”) which, for so long as required by any national securities exchange (whether or not the Issuer has any
securities listed on such exchange), shall be in the Borough of Manhattan, the City of New York, the State of New York. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more
co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuer initially appoints the
Trustee as (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global Notes. 
 (b) The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its Wholly Owned Subsidiaries organized in the United States may act as Registrar or Paying Agent. 
 (c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent,
as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or
Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Registrar or Paying Agent only if the Trustee also resigns as Trustee in accordance with
Section 7.08. 
 SECTION 2.05. Paying Agent to Hold Money in Trust. Prior to each due date of the principal of and interest on
any Note, the Issuer shall deposit with each Paying Agent (or if the Issuer or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal
and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by a Paying Agent for the
payment of principal of and interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent.
Upon complying with this Section, a Paying Agent shall have no further liability for the money delivered to the Trustee. 
  

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 SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before
each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. 
 SECTION 2.07. Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for
registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes
are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers
and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any
transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion
thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. 
 Prior to the due
presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose
of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected
by notice to the contrary. 
 Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree
that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and
that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. 
 All Notes issued upon any
transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 
 SECTION 2.08. Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been
lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or
the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the
Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If
required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is
replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note (including, without limitation, attorneys’ fees and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or
wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. 
  

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 Every replacement Note is an additional obligation of the Issuer. 
 The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes. 
 SECTION 2.09. Outstanding Notes. Notes outstanding
at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 11.06, a Note does not cease to be
outstanding because the Issuer or an Affiliate of the Issuer holds the Note. 
 If a Note is replaced pursuant to Section 2.08 (other
than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding
upon surrender of such Note and replacement thereof pursuant to Section 2.08. 
 If a Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no
Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

 SECTION 2.10. Temporary Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such
Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate
for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes and make them available for delivery in exchange for temporary Notes upon surrender of such temporary Notes at the office
or agency of the Issuer, without charge to the Holder. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as Definitive Notes. 
 SECTION 2.11. Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and each Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and shall dispose
of canceled Notes in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in place of canceled
Notes other than pursuant to the terms of this Indenture. 
 SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment of
interest on the Notes, the Issuer shall pay the defaulted interest then borne by the Notes (plus interest on such defaulted interest to the extent lawful), in any lawful manner. The Issuer may pay the defaulted interest to the Persons who are
Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected Holder
a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 
  

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 SECTION 2.13. CUSIP Numbers, ISINs, etc. The Issuer in issuing the Notes may use CUSIP numbers,
ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Notes or as contained in any notice of a redemption, that reliance may be placed only on the other identification numbers
printed on the Notes and that any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee of any change in the CUSIP numbers, ISINs and “Common Code” numbers. 
 SECTION 2.14. Calculation of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the
principal amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be
calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (b) the aggregate principal amount, as of such date of
determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 11.06 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be
made by the Issuer and delivered to the Trustee pursuant to an Officers’ Certificate. 
 ARTICLE 3 
 REDEMPTION 
 SECTION 3.01.
Redemption. The Notes may be redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the form of Notes set forth in Exhibit A, Exhibit B, Exhibit
D and Exhibit E hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the redemption date. The Issuer may redeem 2013 Notes or 2015 Notes pursuant to the
immediately preceding sentence without redeeming the other series of Notes. 
 SECTION 3.02. Applicability of Article. Redemption of
Notes at the election of the Issuer or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article. 
 SECTION 3.03. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Paragraph 5 of the
applicable Note, it shall notify the Trustee in writing of (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the
redemption price. The Issuer shall give notice to the Trustee provided for in this paragraph at least 45 days (unless a shorter period is acceptable to the Trustee) but not more than 60 days before a redemption date if the redemption is
pursuant to Paragraph 5 of the applicable Note, unless a shorter period is acceptable to the Trustee. Such notice shall be accompanied by an Officers’ Certificate and Opinion of Counsel from the Issuer to the effect that such redemption will
comply with the conditions herein. The record date relating to any redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to the Trustee. Any such notice
may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. 
 SECTION 3.04. Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which such Notes are listed, or if such 

  

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Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies
with applicable legal requirements); provided that no Notes of $2,000 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption
portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or a whole multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be redeemed. 
 SECTION 3.05. Notice of Optional Redemption. 
 (a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the applicable Note, the Issuer shall mail or cause to be mailed by first-class mail a notice of redemption to each Holder whose Notes
are to be redeemed. 
 Any such notice shall identify the Notes to be redeemed and shall state: 
 (i) the redemption date; 
 (ii) the redemption price and the amount of accrued interest to the redemption date; 
 (iii)
the name and address of a Paying Agent; 
 (iv) that Notes called for redemption must be surrendered to a Paying Agent to
collect the redemption price, plus accrued interest; 
 (v) if fewer than all the outstanding Notes are to be redeemed, the
certificate numbers and principal amounts of the particular Notes to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption; 
 (vi) that, unless the Issuer defaults in making such redemption payment or any Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 
 (vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Notes being redeemed; 
 (viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Notes; and 
 (ix) the record date. 
 (b)
At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section, at least 45
days (unless a shorter period is acceptable to the Trustee) prior to the proposed redemption date. 
  

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 (c) Notice of any redemption may be given prior to the completion thereof, and any such redemption or
notice may, at the Issuer’s discretion, be subject to one or more conditions precedent. 
 SECTION 3.06. Effect of Notice of
Redemption. Once notice of redemption is mailed in accordance with Section 3.05, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to any Paying Agent,
such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date; provided, however, that if the redemption date is after a regular record date and on or prior to the interest payment
date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

 SECTION 3.07. Deposit of Redemption Price. Prior to 10:00 a.m., New York City time, on the redemption date, the Issuer shall
deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is a Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Notes or portions thereof to be redeemed
on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for
redemption so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes to be redeemed, unless a Paying Agent is prohibited from making such payment pursuant to
the terms of this Indenture. 
 SECTION 3.08. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer
shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 
 SECTION 3.09. Redemption for Taxation Reasons. 
 (a) The Issuer may, at its option, redeem any series of the Notes in whole if at any time it becomes obligated to pay additional amounts on any Notes on the next interest payment date with respect to such series of
Notes, but only if its obligation results from a change in, or an amendment to, the laws or treaties (including any regulations or rulings promulgated thereunder) of a Relevant Tax Jurisdiction (or a political subdivision or taxing authority thereof
or therein), or from a change in any official position regarding the interpretation, administration or application of those laws, treaties, regulations or rulings (including a change resulting from a holding, judgment or order by a court of
competent jurisdiction), that becomes effective or is announced after the Issue Date and provided the Issuer cannot avoid the obligation after taking reasonable measures to do so. If the Issuer redeems the Notes in these circumstances, it shall do
so at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, and any other amounts due to the redemption date. 
 (b) If the Issuer becomes entitled to redeem the Notes pursuant to Section 3.09(a), it may do so at any time on a redemption date of its choice.
However, the Issuer must give the Holders of the Notes being redeemed notice of the redemption not less than 30 days or more than 60 days before the redemption date and not more than 90 days before the next date on which it would be obligated to pay
additional amounts. 
 (c) The Issuer’s obligation to pay additional amounts shall remain in effect when it gives the notice of
redemption. Notice of the Issuer’s intent to redeem the Notes shall not be effective until such time as it delivers to the Trustee both a certificate signed by two of its Officers stating that the Issuer’s obligation to pay additional
amounts cannot be avoided by taking reasonable measures and an opinion of independent legal counsel or an independent auditor stating that the Issuer is obligated to pay additional amounts because of an amendment to or change in law, treaties or
position as described in Section 3.09(a) hereof. 
  

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 ARTICLE 4 
 COVENANTS 
 SECTION 4.01. Payment of Notes. The Issuer shall promptly pay the principal of and
interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. An installment of principal of or interest on the Notes shall be considered paid on the date due if on such date the Trustee or any Paying Agent holds
in accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or any Paying Agent, as the case may be, are not prohibited from paying such money to the Holders on that date pursuant to the terms of
this Indenture. 
 The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest
on overdue installments of interest at the same rate borne by the Notes to the extent lawful. 
 SECTION 4.02. Reports and Other
Information. 
 (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (unless the SEC will not accept
such a filing), and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC, 
 (i) within 90 days after the end of each fiscal year (or such shorter or longer period as may be required by the SEC), an annual
report (which, if permitted under applicable rules of the SEC, may be the annual report of Holdings) on Form 10-K or 20-F (or any successor or comparable forms) containing the information required to be contained therein (or required in such
successor or comparable form) and 
 (ii) within 45 days after the end of each of the first three fiscal quarters of each
fiscal year (or such shorter or longer period as may be required by the SEC), a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings) on Form 10-Q or 6-K (or any successor or comparable
forms), including a Management’s Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form). 
 (b) The Issuer shall make the information required by Section 4.02(a) available to prospective investors upon request. In addition, the Issuer
shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the
Exchange Act, furnish to Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (c) Notwithstanding the foregoing Sections 4.02(a) and (b), the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and
(b) to the Trustee and the Holders if it or Holdings has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the EDGAR filing system and such reports are publicly available. 
  

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 (d) In the event that any Parent of the Issuer is or becomes a Guarantor of the Notes, the Issuer may
satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such Parent; provided that, if required by Regulation S-X under the Securities
Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and
the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand. 
 (e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such change to the Trustee. 
 SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a)(i) the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including
Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any
Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Debt to Adjusted EBITDA Ratio of the Issuer
for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued
would be less than or equal to 4.75 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been
issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may
be issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $200.0 million at any one time outstanding (the “Non-Guarantor Exception”). 
 (b) The limitations set forth in Section 4.03(a) shall not apply to (collectively, “Permitted Debt”): 
 (i) the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under the Credit Agreement and the issuance and creation
of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount of $750.0 million
outstanding at any one time; 
 (ii) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes
(not including any Additional Notes) and the Guarantees, as applicable (and any Exchange Notes and Guarantees thereof); 
 (iii) Indebtedness of the Issuer and its Restricted Subsidiaries existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.03(b)) and under any Backstop Credit Facility;

  

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 (iv) Indebtedness (including Capitalized Lease Obligations) Incurred by the Issuer or any
of its Restricted Subsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Issuer to finance (whether prior to or within 270 days after) the
purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets (but no other material assets)) in an aggregate principal
amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding that was Incurred pursuant to this clause (iv), does not exceed the greater of (x) $175.0 million
and (y) 3.5% of Total Assets of the Issuer at the time of Incurrence; 
 (v) Indebtedness Incurred by the Issuer or any
of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’
compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations
regarding workers’ compensation claims; 
 (vi) Indebtedness arising from agreements of the Issuer or a Restricted
Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the Transactions or the disposition of any business, assets or a Subsidiary of the Issuer in accordance with the
terms of this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 
 (vii) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness is subordinated in right of
payment to the obligations of the Issuer under the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness; 
 (viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that
any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock; 
 (ix) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs
such Indebtedness, and such Indebtedness is owed to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent
issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer
or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness; 
 (x) Hedging
Obligations that are Incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture
to be outstanding; or (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; 
  

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 (xi) obligations (including reimbursement obligations with respect to letters of credit
and bank guarantees) in respect of performance, bid, appeal and surety bonds, completion guarantees and the Lockheed Note provided by the Issuer or any Restricted Subsidiary in the ordinary course of business; 
 (xii) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock of any Restricted
Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate principal amount which, when aggregated with the principal amount or liquidation preference of all other Indebtedness and Disqualified Stock then outstanding and Incurred
pursuant to this clause (xii), does not exceed $175.0 million at any one time outstanding (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock Incurred or issued under this clause (xii) shall cease to be
deemed Incurred or outstanding for purposes of this clause (xii) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which the Issuer or the Restricted Subsidiary, as the case may be, could have
Incurred or issued such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.03(a) without reliance upon this clause (xii)); 
 (xiii) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other
Obligations by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such
Restricted Subsidiary, as applicable, any such guarantee of such guarantor with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantor’s Guarantee, as applicable, substantially to the same extent
as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable; 
 (xiv) the
Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Issuer which serves to refund or refinance or defease any Indebtedness Incurred or Disqualified
Stock or Preferred Stock as permitted under Section 4.03(a) and clauses (ii), (iii), (iv), (xiv), (xv), (xix) and (xx) of this Section 4.03(b) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund
or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums and fees in connection therewith (subject to the following proviso,
“Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 
 (1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness,
Disqualified Stock or Preferred Stock being refunded or refinanced and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being refunded or
refinanced that was due on or after the date one year following the last maturity date of any Notes then outstanding were instead due on such date one year following the last date of maturity of any Notes then outstanding; 
 (2) has a Stated Maturity which is no earlier than the earlier of (x) the Stated Maturity of the Indebtedness being refunded or
refinanced or (y) one year following the last maturity date of any Notes then outstanding; 
  

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 (3) to the extent such Refinancing Indebtedness refinances (x) Indebtedness junior
to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, such Refinancing Indebtedness is junior to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, or (y) Disqualified Stock or Preferred Stock, such
Refinancing Indebtedness is Disqualified Stock or Preferred Stock; 
 (4) is Incurred in an aggregate principal amount (or if
issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being
refinanced plus premium and fees Incurred in connection with such refinancing; 
 (5) shall not include (x) Indebtedness
of a Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor that refinances Indebtedness of the Issuer or a Restricted Subsidiary that is a Subsidiary Guarantor, or (y) Indebtedness of the Issuer or a Restricted Subsidiary that
refinances Indebtedness of an Unrestricted Subsidiary; and 
 (6) in the case of any Refinancing Indebtedness Incurred to
refinance Indebtedness outstanding under clause (iv) or (xx) of this Section 4.03(b), shall be deemed to have been Incurred and to be outstanding under such clause (iv) or (xx) of this Section 4.03(b), as applicable,
and not this clause (xiv) for purposes of determining amounts outstanding under such clauses (iv) and (xx) of this Section 4.03(b); 
 and provided, further, that subclauses (1) and (2) of this clause (xiv) shall not apply to any refunding, refinancing or defeasance of (A) the Notes or (B) any Secured
Indebtedness; 
 (xv) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Issuer or any of
its Restricted Subsidiaries or merged or amalgamated into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that such Indebtedness, Disqualified Stock or Preferred Stock is not
Incurred in contemplation of such acquisition, merger or amalgamation; provided, further, however, that after giving effect to such acquisition, merger or amalgamation: 
 (1) the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test
set forth in Section 4.03(a); or 
 (2) the Debt to Adjusted EBITDA Ratio of the Issuer would be less than or equal to
such ratio immediately prior to such acquisition; 
 (xvi) Indebtedness Incurred by a Receivables Subsidiary in a Qualified
Receivables Financing that is not recourse (except for Standard Securitization Undertakings) to the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary; 
 (xvii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn
against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its Incurrence; 
  

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 (xviii) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of
credit or bank guarantee issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; 
 (xix) Contribution Indebtedness; 
 (xx)(A) if the Issuer could Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to such borrowing, Indebtedness of Restricted Subsidiaries that are not Guarantors not
otherwise permitted hereunder or (B) if the Issuer could not Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to such borrowing, Indebtedness of Restricted Subsidiaries that are not Guarantors Incurred
for working capital purposes; provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (xx), when aggregated with the principal amount of all other Indebtedness then outstanding and
Incurred pursuant to this clause (xx), does not exceed the greater of (x) $50.0 million and (y) 10% of the Total Assets of the Restricted Subsidiaries that are not Guarantors; and 
 (xxi) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or
(y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business. 
 (c) For purposes of
determining compliance with this Section 4.03, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of one or more of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock
described in clauses (i) through (xxi) above or is entitled to be Incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion divide, classify or reclassify or later divide, classify or reclassify such item of
Indebtedness, Disqualified Stock or Preferred Stock in any manner that complies with this Section 4.03 and such item of Indebtedness, Disqualified Stock or Preferred Stock shall be treated as having been Incurred pursuant to one or more of such
clauses or pursuant to Section 4.03(a); provided that all Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (i). Accrual of interest, the accretion of
accreted value, amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same
class, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies shall not be deemed to be an Incurrence of Indebtedness for purposes of this
Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such
amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03. 
 For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. Dollar Equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred
(whichever yields the lower U.S. Dollar Equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause
the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 
  

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 SECTION 4.04. Limitation on Restricted Payments. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (i) declare or pay any dividend or make any distribution on account of the Issuer’s or any of its Restricted Subsidiaries’
Equity Interests, including any payment with respect to such Equity Interests made in connection with any merger, amalgamation or consolidation involving the Issuer (other than (A) dividends or distributions by the Issuer payable solely in
Equity Interests (other than Disqualified Stock) of the Issuer; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities
issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or
series of securities); 
 (ii) purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any
Parent of the Issuer; 
 (iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire
for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of
(A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or
retirement and (B) Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b)); or 
 (iv)
make any Restricted Investment 
 (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to
as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect
to such transaction on a pro forma basis, the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test in Section 4.03(a); and 
 (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted
Subsidiaries after January 28, 2005 (including Restricted Payments permitted by clauses (i), (iv) (only to the extent of one-half of the amounts paid pursuant to such clause), (vi) and (viii) of Section 4.04(b), but
excluding all other Restricted Payments permitted by Section 4.04(b)), is less than the amount equal to the difference between (1) the Cumulative Credit and (2) 1.4 times Cumulative Interest Expense. 
  

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 (b) The provisions of Section 4.04(a) shall not prohibit: 
 (i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture; 
 (ii)(A) the repurchase, retirement or other
acquisition of any Equity Interests (“Retired Capital Stock”) of the Issuer or any Parent of the Issuer or Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor in exchange for, or out of the proceeds of the
substantially concurrent sale (other than the sale of any Disqualified Stock or any Equity Interests sold to a Restricted Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its
Subsidiaries) of Equity Interests of the Issuer or any Parent of the Issuer or contributions to the equity capital of the Issuer (collectively, including any such contributions, “Refunding Capital Stock”) and (B) the
declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the
Issuer or any of its Subsidiaries) of Refunding Capital Stock; 
 (iii) the redemption, repurchase or other acquisition or
retirement of Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or any Subsidiary Guarantor which is Incurred in
accordance with Section 4.03 so long as: 
 (A) the principal amount of such new Indebtedness does not exceed the
principal amount of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so
redeemed, repurchased, acquired or retired plus any fees incurred in connection therewith), 
 (B) such Indebtedness is
subordinated to the Notes or the related Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value, 
 (C) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date
of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired or (y) one year following the last maturity date of any Notes then outstanding, and 
 (D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of (x) the
remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Subordinated
Indebtedness being redeemed, repurchased, acquired or retired that were due on or after the date one year following the last maturity date of any notes then outstanding were instead due on such date one year following the last date of maturity of
any notes then outstanding; 
 (iv) the repurchase, retirement or other acquisition (or dividends to any Parent of the Issuer
to finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Issuer or any Parent of the Issuer held by any future, present or former employee, director or consultant of the Issuer, any Parent of the Issuer
or any Subsidiary of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid 

  

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under this clause (iv) do not exceed $35.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried
over to succeeding calendar years subject to a maximum payment (without giving effect to the following proviso) of $35.0 million in any calendar year); provided, further, however, that such amount in any calendar year may be
increased by an amount not to exceed: 
 (A) the cash proceeds received by the Issuer or any of its Restricted Subsidiaries
from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any Parent of the Issuer (to the extent contributed to the Issuer) to members of management, directors or consultants of the Issuer and its Restricted Subsidiaries or
any Parent of the Issuer that occurs after January 28, 2005 (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend shall not increase the amount available for
Restricted Payments under Section 4.04(a)(3)); plus 
 (B) the cash proceeds of key man life insurance policies received
by the Issuer, any Parent of the Issuer (to the extent contributed to the Issuer) or the Issuer’s Restricted Subsidiaries after January 28, 2005 
 (provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year); 
 (v) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any
of its Restricted Subsidiaries issued or incurred in accordance with Section 4.03; 
 (vi) the declaration and payment of
dividends or distributions (a) to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after January 28, 2005, (b) to any Parent of the Issuer, the proceeds of which will be used to fund
the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any Parent of the Issuer issued after January 28, 2005 and (c) on Refunding Capital Stock in excess of amounts
permitted pursuant to clause (2) of this paragraph; provided, however, that (A) in the case of (a), (b) and (c) of this clause (vi), for the most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date of issuance of such Designated Preferred Stock, or the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance (and the payment of dividends or
distributions) on a pro forma basis, the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test in Section 4.03(a) and (B) the aggregate amount of dividends declared
and paid pursuant to subclauses (a) and (b) of this clause (vi) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after
January 28, 2005; 
 (vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together
with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed $50 million at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and
without giving effect to subsequent changes in value); 
 (viii) the payment of dividends on the Issuer’s ordinary shares
or common stock (or the payment of dividends to any Parent of the Issuer, as the case may be, to fund the payment by any Parent of the Issuer of dividends on such entity’s ordinary shares or common stock) of up to 6.0% per annum of the net
proceeds received by the Issuer from any public offering of ordinary shares or common stock or contributed to the Issuer by any Parent of the Issuer from any public offering of ordinary shares or common stock; 
  

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 (ix) Investments that are made with Excluded Contributions; 
 (x) other Restricted Payments in an aggregate amount not to exceed $75.0 million; 
 (xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted
Subsidiary of the Issuer by, Unrestricted Subsidiaries; 
 (xii)(A) with respect to any tax year or portion thereof that
a Tax-affected Investor would be required to recognize on a current basis taxable income attributable to earnings and profits of the Issuer or its Subsidiaries in advance of any distribution of such earnings and profits by the Issuer, an amount
equal to the product of (i) the amount of the income so required to be included and (ii) the Presumed Tax Rate; provided that in the case of any such distribution other than a distribution solely on account of any Parent of the
Issuer qualifying as a Flow Through Entity, the Trustee shall have received an opinion of nationally recognized tax counsel to the effect that the earnings and profits of the Issuer and its Subsidiaries are subject to inclusion in income of a
Tax-affected Investor on a current basis in advance of any distribution of such earnings and profits; and (B) for any taxable year, payment of dividends or other distributions to any Parent of the Issuer if any Parent of the Issuer is required
to file a consolidated, unitary or similar tax return reflecting income of the Issuer or its Restricted Subsidiaries in an amount equal to the portion of such taxes attributable to the Issuer and/or its Restricted Subsidiaries that are not payable
directly by the Issuer or its Restricted Subsidiaries, but not to exceed the amount that the Issuer or such Restricted Subsidiaries would have been required to pay in respect of taxes if the Issuer and such Restricted Subsidiaries had been required
to pay such taxes directly as standalone taxpayers (or a standalone group separate from such Parent); 
 (xiii) the payment of
dividends, other distributions or other amounts by the Issuer to, or the making of loans to, any Parent, in amounts required for such Parent to: 
 (A) pay amounts equal to the amounts required for any Parent of the Issuer to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and
other benefits payable to, and indemnities provided on behalf of, officers and employees of any Parent of the Issuer and general corporate overhead expenses of any Parent of the Issuer, in each case to the extent such fees, expenses, salaries,
bonuses, benefits and indemnities are attributable to the ownership or operation of the Issuer and its Subsidiaries; 
 (B)
pay amounts equal to amounts required for any Parent of the Issuer to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Issuer or any of its Restricted Subsidiaries and that has been guaranteed by, or
is otherwise considered Indebtedness of, the Issuer Incurred in accordance with Section 4.03; and 
 (C) pay cash
interest on the Existing Holdings Notes pursuant to the terms of the agreements governing such Existing Holdings Notes as in effect on the Issue Date and to pay any cash interest on any Indebtedness refinancing the Existing Holdings Notes;
provided, that such Indebtedness remains the sole obligation of Holdings (or any successor thereto) and the principal amount of any such Indebtedness redeeming, refinancing or replacing the Existing Holdings Notes does not exceed the
principal amount of the Indebtedness refinanced, plus any premiums, fees and expenses payable in connection with such refinancing; 
  

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 (xiv) any Restricted Payment used to fund the Transactions and the fees and expenses
related thereto or made in connection with the consummation of the Transactions (including pursuant to or as contemplated by the Acquisition Documents, whether on the Issue Date or thereafter), or owed by the Issuer or any Parent of the Issuer or
Restricted Subsidiaries of the Issuer to Affiliates, in each case to the extent permitted by Section 4.07; 
 (xv)
repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (xvi) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and
the payment or distribution of Receivables Fees; 
 (xvii) the payment, purchase, redemption, defeasance or other acquisition
or retirement of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of the Issuer and its Restricted Subsidiaries, pursuant to provisions similar to those described under Sections 4.06 and 4.08; provided that, prior to such
payment, purchase, redemption, defeasance or other acquisition or retirement, the Issuer (or a third party to the extent permitted by the indenture) has made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the
notes as a result of such Change of Control or Asset Sale, as the case may be, and has repurchased all notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be; 
 (xviii) any payments made in connection with the consummation of the Transactions or as contemplated by the Acquisition Documents (other
than payments to any Permitted Holder or any Affiliate thereof); 
 (xix) the repurchase, redemption or other acquisition or
retirement for value (including repayment at maturity) of the Lockheed Note (including any payments to any Parent of the Issuer to effect the foregoing); provided that any Indebtedness Incurred in connection with any such redemption,
repurchase or other acquisition is Incurred in accordance with Section 4.03; and 
 (xx) the repurchase, redemption or
other acquisition or retirement for value of any of the Existing Holdings Notes from the proceeds of a Specified Sale/Leaseback Transaction (including any payments to any Parent of the Issuer to effect the foregoing); 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (v), (vi), (vii), (x), (xi),
(xiii)(C), (xvii) and (xix) of this Section 4.04(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) As of the Issue Date, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries except Intelsat New Dawn Company, Ltd. The Issuer shall
not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding
Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the last sentence of
the definition of “Investments.” Such designation shall only be permitted if Restricted Payments or Permitted Investments in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. 
  

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 SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted
Subsidiary to: 
 (a)(i) pay dividends or make any other distributions to the Issuer or any of its Restricted
Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; 
 (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 
 (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries; 
 except in each case for such encumbrances or restrictions existing under or by reason of: 
 (1) contractual encumbrances or restrictions in effect or entered into on the Issue Date or entered into in connection with the
refinancing of the existing Indebtedness of Intelsat Jackson, including pursuant to the Credit Agreement and the other Senior Credit Documents, any Backstop Credit Facility, the Intelsat Jackson Unsecured Credit Agreement and the Outstanding
Intelsat Jackson Notes and pursuant to documents and agreements relating to the Outstanding Intelsat Sub Holdco Notes, the Existing Holdings Notes, and the Lockheed Note, the New Intelsat Jackson Unsecured Credit Agreement, the Intelsat Jackson
Notes and the Acquisition Notes; 
 (2) this Indenture and the Notes (and any Exchange Notes and guarantees thereof);

 (3) applicable law or any applicable rule, regulation or order; 
 (4) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time
of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

 (5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant
to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 
 (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; 
 (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of
business; 
  

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 (8) customary provisions in joint venture agreements and other similar agreements
(including customary provisions in agreements relating to any Joint Venture); 
 (9) purchase money obligations for property
acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; 
 (10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of
business that impose restrictions of the type described in clause (c) above on the property subject to such lease; 
 (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith;
provided, however, that such restrictions apply only to such Receivables Subsidiary; 
 (12) other Indebtedness,
Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that such encumbrances and restrictions contained in any
agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith); 
 (13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; and 
 (14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive as a whole with respect to such encumbrances and restrictions than those prior
to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 For purposes of
determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a
restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted
Subsidiary shall not be deemed a restriction on the ability to make loans or advances. 
 SECTION 4.06. Asset Sales. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Issuer or any of
its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of and (y) at
least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of: 
 (i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto)
of the Issuer or any Restricted Subsidiary of the Issuer (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets, 
  

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 (ii) any notes or other obligations or other securities or assets received by the Issuer
or such Restricted Subsidiary of the Issuer from such transferee that are converted by the Issuer or such Restricted Subsidiary of the Issuer into cash within 180 days of the receipt thereof (to the extent of the cash received), and 
 (iii) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an
aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed 5% of Total Assets of the Issuer at the time of the receipt of
such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) 
 shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). 
 (b) Within 365 days after the Issuer’s or any Restricted Subsidiary of the Issuer’s receipt of the Net Proceeds of any Asset Sale (or Event of Loss Proceeds), the Issuer or such Restricted Subsidiary of
the Issuer may apply the Net Proceeds from such Asset Sale together with any Event of Loss Proceeds, at its option: 
 (i) to
permanently reduce Obligations under Secured Indebtedness or Pari Passu Indebtedness (provided that if the Issuer or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness (other than Pari Passu Indebtedness that is Secured
Indebtedness), the Issuer shall equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not then be prepaid, by making an offer (in accordance with the procedures set forth below for an Asset Sale
Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of Notes that would otherwise be prepaid) or
Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer, 
 (ii) to an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a
Restricted Subsidiary of the Issuer), or capital expenditures or assets, in each case used or useful in a Similar Business, and/or 
 (iii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of
the Issuer), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Event of Loss; 
 provided that in
the case of clauses (ii) and (iii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment and, in the event such binding commitment is later canceled or terminated for
any reason before such Net Proceeds are so applied, the Issuer or such Restricted Subsidiary enters into another binding commitment within nine months of such cancellation or termination of the prior binding commitment. Pending the final application
of any such 

  

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Net Proceeds (or Event of Loss Proceeds), the Issuer or such Restricted Subsidiary of the Issuer may temporarily reduce Indebtedness under a revolving credit
facility, if any, or otherwise invest such Net Proceeds (or Event of Loss Proceeds) in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale (or Event of Loss Proceeds) that are not applied as provided and within the
time period set forth in the first sentence of this Section 4.06(b) (it being understood that any portion of such Net Proceeds (or Event of Loss Proceeds) used to make an offer to purchase Notes, as described in clause (i) above, shall be
deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25 million, the Issuer shall make an offer to all
Holders of Notes and, at the option of the Issuer, to holders of any Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such Pari Passu Indebtedness) that is an integral multiple
of $1,000; provided that no notes of $2,000 or less shall be purchased in part, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such Pari
Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any,
as may be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuer shall commence an Asset Sale Offer with respect
to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by mailing the notice required pursuant to the terms of Section 4.06(f), with a copy to the Trustee. To the extent that the aggregate
amount of Notes (and such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (and such Pari Passu Indebtedness) to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero. 
 (c) The Issuer shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws
or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

 (d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer
shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Issuer or a Wholly Owned Restricted Subsidiary is acting as a
Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Issuer, and to be held for payment in accordance with the provisions of this Section 4.06. Upon
the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be
accepted by the Issuer. The Trustee (or a Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the
Issuer to the Trustee is greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.

  

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 (e) Holders electing to have a Note purchased shall be required to surrender the Note, with an
appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than
one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder
is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, the principal amount of
the notes (and Pari Passu Indebtedness) to be purchased will be determined pro rata based on the principal amount so tendered and the selection of the actual notes of each series for purchase shall be made by the Trustee on a pro rata basis to the
extent practicable; provided, however, that no notes (or Pari Passu Indebtedness) of $2,000 or less shall be purchased in part. 
 (f) Notice of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each Holder of Notes at such Holder’s registered address. If any Note is to
be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased. 
 (g) A new Note in principal amount equal to the unpurchased portion of any Note purchased in part shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the purchase
date, unless the Issuer defaults in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof purchased. 
 SECTION 4.07. Transactions with Affiliates. 
 (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of
transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of
$5.0 million, unless: 
 (i) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer
or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and 
 (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
$10.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer or any Parent of the Issuer approving such Affiliate Transaction and set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with clause (i) above. 
 (b) The provisions of Section 4.07(a)
shall not apply to the following: 
 (i)(A) transactions between or among the Issuer and/or any of its Restricted Subsidiaries
and (B) any merger or amalgamation of the Issuer and any direct parent company of Issuer; provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock
of the Issuer and such merger or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; 
  

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 (ii)(a) Restricted Payments permitted by Section 4.04 and (b) Investments under
the definition of “Permitted Investments”; 
 (iii) the entering into of any agreement to pay, and the payment of,
management, consulting, monitoring and advisory fees and expenses to the Sponsors in an aggregate amount in any fiscal year not to exceed the greater of (x) $6.25 million and (y) 1.25% of Adjusted EBITDA of the Issuer and its
Restricted Subsidiaries for the immediately preceding fiscal year; 
 (iv) the payment of reasonable and customary fees to,
and indemnity provided on behalf of officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary of the Issuer or any Parent of the Issuer; 
 (v) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting
or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) approved by a majority of the Board of Directors of the Issuer in
good faith or (y) made pursuant to any agreement described under Item 13 “Certain Relationships and Related Transactions, and Director Independence” in Intelsat, Ltd.’s Annual Report on Form 10-K for the year ended
December 31, 2007; 
 (vi) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be,
delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of
Section 4.07(a); 
 (vii) payments or loans (or cancellation of loans) to employees or consultants that are approved by a
majority of the Board of Directors of the Issuer in good faith; 
 (viii) any agreement as in effect as of the Issue Date and
any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Issue Date)
or any transaction contemplated thereby; 
 (ix) the existence of, or the performance by the Issuer or any of its Restricted
Subsidiaries of its obligations under the terms of, Acquisition Documents and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or
any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the
terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the
Issue Date; 
 (x) transactions to effect the Transactions and the payment of all fees and expenses related to the
Transactions; 
 (xi)(A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services,
in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable judgment of the Issuer, or are on terms at least as
favorable as might reasonably have been obtained at such time from an unaffiliated party and (B) transactions with Joint Ventures or Unrestricted Subsidiaries entered into in the ordinary course of business; 
  

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 (xii) any transaction effected as part of a Qualified Receivables Financing; 

(xiii) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director,
officer, employee or consultant of the Issuer or any Parent of the Issuer; 
 (xiv) the issuances of securities or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any
Parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith; 
 (xv) the entering into of
any tax sharing agreement or arrangement and any payments permitted by clause (xii) of Section 4.04(b); 
 (xvi) any
contribution to the capital of the Issuer; 
 (xvii) transactions permitted by, and complying with, the provisions of
Section 5.01; 
 (xviii) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director
of which is also a director of the Issuer or any Parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, on any matter involving such other
Person; 
 (xix) pledges of Equity Interests of Unrestricted Subsidiaries; and 
 (xx) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business.

 SECTION 4.08. Change of Control. 
 (a) Upon the occurrence of any of the following events (each, a “Change of Control”), each Holder shall have the right to require the Issuer to repurchase all or any part of such Holder’s Notes
at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), except to the extent the Issuer has previously elected to redeem Notes in accordance with Article 3 of this Indenture: 
 (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted
Holders, and other than any transaction in compliance with Article 5 where the Successor Company is a Wholly Owned Subsidiary of a Parent of the Issuer; or 
 (ii) the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act), other 

  

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than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Issuer or any Parent of the Issuer;
or 
 (iii) individuals who on the Issue Date constituted the Board of Directors of Holdings (together with any new directors
whose election by such Board of Directors of Holdings or whose nomination for election by the shareholders of Holdings was approved by (a) a vote of a majority of the directors of Holdings then still in office who were either directors on the
Issue Date or whose election or nomination for election was previously so approved or (b) any of the Permitted Holders) cease for any reason to constitute a majority of the Board of Directors of Holdings then in office. 
 Notwithstanding the foregoing, neither (i) the PanAmSat Acquisition, the Zeus Acquisition and the Acquisition (and any related change in the
composition of the Board of Directors of Holdings in connection therewith) nor (ii) any Specified Merger/Transfer Transaction, shall constitute a Change of Control. 
 (b) Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the Notes in accordance with Article 3 of this Indenture, the Issuer shall mail a notice
(a “Change of Control Offer”) to each Holder with a copy to the Trustee stating: 
 (i) that a Change of
Control has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest,
if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); 
 (ii) the circumstances and relevant facts and financial information regarding such Change of Control; 
 (iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and 
 (iv) the instructions determined by the Issuer, consistent with this Section, that a Holder must follow in order to have its Notes
purchased. 
 A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a
definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. 
 (c) Holders electing to have
a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. The Holders shall be entitled to
withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which
was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered. 
  

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 (d) On the purchase date, all Notes purchased by the Issuer under this Section shall be delivered to the
Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto. 
 (e) Notwithstanding the foregoing provisions of this Section, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in Section 4.08(b) applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 
 (f) At the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officers’
Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an
agent, mails or delivers payment therefor to the surrendering Holder. 
 (g) Prior to any Change of Control Offer, the Issuer shall deliver
to the Trustee an Officers’ Certificate stating that all conditions precedent contained herein to the right of the Issuer to make such offer have been complied with. 
 (h) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant
to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached
its obligations under this Section by virtue thereof. 
 SECTION 4.09. Compliance Certificate. If a Default occurs and is continuing
and is known to the Trustee, the Trustee shall mail to each Holder of the Notes a notice of Default within the earlier of 90 days after the Default occurs or 30 days after the Default is known to a Trust Officer or written notice of the Default is
received by the Trustee. In addition, the Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officers’ Certificate stating that in the course of the performance by the signers of their
duties as Officers of the Issuer they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what
action the Issuer is taking or proposes to take with respect thereto. The Issuer also shall comply with Section 314(a)(4) of the TIA. 
 SECTION 4.10. Further Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively
the purpose of this Indenture. 
 SECTION 4.11. Future Guarantors. The Issuer shall not permit any of its Restricted Subsidiaries
(other than a Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than any License Subsidiary in connection with any guarantee of the Credit Agreement) that is not a Subsidiary Guarantor to, directly or
indirectly, guarantee the payment of any Indebtedness of the Issuer or any other Restricted Subsidiary of the Issuer other than: 
 (a)
Indebtedness Incurred pursuant to the Non-Guarantor Exception and 
 (b) Permitted Debt of a Restricted Subsidiary of the Issuer, 

 

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 unless such Subsidiary executes and delivers to the Trustee a Guarantee or a supplemental indenture substantially in the
form of Exhibit J (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the Notes. Each Guarantee shall be limited to an amount not to
exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or
fraudulent transfer or similar laws affecting the rights of creditors generally. 
 SECTION 4.12. Liens. 
 (a) [Reserved]. 
 (b) The Issuer shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) that secures any obligations under Indebtedness of the Issuer or any Subsidiary Guarantor
against or on any asset or property now owned or hereafter acquired by the Issuer or any such Subsidiary Guarantor, or any income or profits therefrom, unless: 
 (1) in the case of Liens securing Indebtedness that is Subordinated Indebtedness, the Notes or such Guarantee of such Subsidiary Guarantor
is secured by a Lien on such property or assets that is senior in priority to such Liens; and 
 (2) in all other cases, the
Notes or such Guarantee of such Subsidiary Guarantor is equally and ratably secured; 
 provided that any Lien which is granted to secure the Notes or
such Guarantee under this covenant shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the Notes or such Guarantee under this covenant. 
 SECTION 4.13. Maintenance of Office or Agency. 
 (a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar and which, for so long as required by any national securities exchange (whether or
not the Issuer has any securities listed on such exchange), shall be in the Borough of Manhattan, the City of New York, the State of New York) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands
to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall
fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee as set forth in
Section 11.02. 
 (b) The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be
presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain
an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or
agency. 
  

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 (c) The Issuer hereby designates the corporate trust office of the Trustee or its Agent, in the Borough
of Manhattan, The City of New York, as such office or agency of the Issuer in accordance with Section 2.04. 
 SECTION 4.14.
Maintenance of Insurance. 
 (a) The Issuer shall, and shall cause each Restricted Subsidiary to, obtain, maintain and keep in full
force and effect at all times (i) with respect to each Satellite procured by the Issuer or any Restricted Subsidiary for which the risk of loss passes to the Issuer or such Restricted Subsidiary at or before launch, and for which launch
insurance or commitments with respect thereto are not in place as of the Issue Date, launch insurance with respect to each such Satellite covering the launch of such Satellite and a period of time thereafter, but only to the extent, if at all, and
on such terms (including coverage period, exclusions, limitations on coverage, co-insurance, deductibles and coverage amount) as is determined by the Board of Directors of the Issuer, to be in the best interests of the Issuer as evidenced by a
resolution of the Board of Directors, (ii) with respect to each Satellite it currently owns or for which it has risk of loss (or, if the entire Satellite is not owned, the portion it owns or for which it has risk of loss), other than any
Excluded Satellite, In-Orbit Insurance and (iii) at all times subsequent to the coverage period of the launch insurance described in clause (i) above, if any, or if launch insurance is not procured, at all times subsequent to the initial
completion of in-orbit testing, in each case with respect to each Satellite it then owns or for which it has risk of loss (or portion, as applicable), other than any Excluded Satellite, In-Orbit Insurance; provided, however, that at
any time with respect to a Satellite that is not an Excluded Satellite, none of the Issuer or any of its Subsidiaries shall be required to maintain In-Orbit Insurance in excess of 33% of the aggregate net book value of all in-orbit Satellites (and
portions it owns or for which it has risk of loss) insured (it being understood that any Satellite (or portion, as applicable) protected by In-Orbit Contingency Protection shall be deemed to be insured for a percentage of its net book value as set
forth in the definition of “In-Orbit Contingency Protection”). 
 (b) In the event that the expiration and non-renewal of In-Orbit
Insurance for such a Satellite (or portion, as applicable) resulting from a claim of loss under such policy causes a failure to comply with the proviso to Section 4.14(a), the Issuer and its Restricted Subsidiaries shall be deemed to be in
compliance with the proviso to Section 4.14(a) for the 120 days immediately following such expiration or non-renewal, provided that the Issuer or any of its Restricted Subsidiaries, as the case may be, procures such In-Orbit Insurance or
provides such In-Orbit Contingency Protection as necessary to comply with the preceding proviso within such 120-day period. 
 (c) Insurance
policies obtained or renewed after January 28, 2005 required by Section 4.14(a) shall: 
 (i) contain no exclusions
other than: 
 (A) Acceptable Exclusions and such other exclusions or limitations of coverage as may be applicable to a
substantial portion of satellites of the same model or relating to systemic failures or anomalies as are then customary in the satellite insurance market and 
 (B) such specific exclusions applicable to the performance of the Satellite (or portion, as applicable) being insured as are reasonably
acceptable to the Board of Directors of the Issuer in order to obtain insurance for a price that is, and on other terms and conditions that are, commercially reasonable and 
  

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 (ii) provide coverage for all risks of loss of and damage to the Satellite (or portion,
as applicable). 
 (d) The insurance required by this Section 4.14 shall name the Issuer or the applicable Restricted Subsidiary as the
named insured. 
 (e) In the event of the unavailability of any In-Orbit Contingency Protection for any reason, the Issuer or a Restricted
Subsidiary, as the case may be, shall, subject to the proviso to Section 4.14(a), within 120 days of such unavailability, be required to have in effect In-Orbit Insurance complying with Section 4.14(a)(ii) or (iii), as applicable, with
respect to all Satellites (or portions, as applicable), other than Excluded Satellites that the unavailable In-Orbit Contingency Protection was intended to protect and for so long as such In-Orbit Contingency Protection is unavailable,
provided that the Issuer and its Restricted Subsidiaries shall be considered in compliance with this Section 4.14 for the 120 days immediately following such unavailability. 
 (f) In the event that the Issuer or any of its Restricted Subsidiaries receives any Event of Loss Proceeds in respect of an Event of Loss, such Event of
Loss Proceeds shall be applied in the manner provided for in Section 4.06. 
 SECTION 4.15. Matters Relating to Intelsat General
Corporation. The Issuer shall use its commercially reasonable efforts (as may be permitted under that certain proxy agreement (the “Proxy Agreement”) among Intelsat General and the other parties thereto), and shall use its
commercially reasonable efforts (as may be permitted under the Proxy Agreement) to cause its Restricted Subsidiaries (other than Intelsat General), not to allow or permit, directly or indirectly, Intelsat General to take, or fail to take, any action
that would violate the covenants and terms of this Indenture. 
 SECTION 4.16. Suspension of Covenants. 
 (a) During any period of time that: (i) the Notes have Investment Grade Ratings from two Rating Agencies and (ii) no Default or Event of
Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted
Subsidiaries shall not be subject to the provisions of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 5.01(a)(iv), 4.11, and 4.14 (collectively, the “Suspended Covenants”). 
 (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the
“Suspension Date”). 
 (c) In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended
Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the notes
below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such
guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” 
 (d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a
failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). 
  

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 (e) On the Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued,
during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or
issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock
would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under
Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though under Section 4.04 had been in effect since the Issue Date and
throughout the Suspension Period. For the avoidance of doubt, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). No Default or Event of Default shall
be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. 
 (f) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 4.16.

 SECTION 4.17. Payment of Additional Amounts. 
 (a) The Issuer (or a Guarantor) shall pay to any holder so entitled all additional amounts that may be necessary so that every Net Payment of interest, principal, premium or other amount on that note will not be less
than the amount provided for in that note. “Net Payment” means the amount the Issuer or its paying agent pays the Holder after deducting or withholding an amount for or on account of any present or future tax, assessment or other
governmental charge imposed with respect to that payment by a taxing authority (including any withholding or deduction attributable to additional amounts payable pursuant to this Section). 
 (b) The Issuer (and Guarantors) shall also indemnify and reimburse holders for: 
 (i) taxes (including any interest, penalties and related expenses) imposed on the Holders by a Relevant Tax Jurisdiction if and to the
same extent that a Holder would have been entitled to receive additional amounts if the Issuer (or a Guarantor) had been required to deduct or withhold those taxes from payments on the Notes; and 
 (ii) stamp, court, documentary or similar taxes or charges (including any interest, penalties and related expenses) imposed by a Relevant
Tax Jurisdiction in connection with the execution, delivery, enforcement or registration of the Notes or other related documents and obligations. 
 (c) Notwithstanding clauses (a) and (b) of this Section 4.17, the Issuer (or a Guarantor) shall not pay additional amounts to any Holder for or on account of: 
 (i) any tax, assessment or other governmental charge imposed solely because at any time there is or was a connection between the Holder
(or between a fiduciary, settlor, beneficiary, member or shareholder of or possessor of power over the relevant Holder if the Holder is an estate, nominee, trust, partnership, limited liability company, or corporation) and the jurisdiction imposing
the tax (other than the mere receipt of a payment or the acquisition, ownership, disposition or holding of, or enforcement of rights under, a Note); 
  

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 (ii) any estate, inheritance, gift or any similar tax, assessment or other governmental
charge; 
 (iii) any tax, assessment or other governmental charge imposed solely because the Holder (or if the Holder is not
the beneficial owner, the beneficial owner) that is legally able to do so fails to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the taxing
jurisdiction of the Holder or any beneficial owner of the Note, if compliance is required by law or by an applicable income tax treaty to which the jurisdiction imposing the tax is a party, as a precondition to exemption from the tax, assessment or
other governmental charge and the Issuer has given the holders at least 60 days’ notice that Holders will be required to provide such information and identification; 
 (iv) any tax, assessment or other governmental charge with respect to a Note presented for payment more than 30 days after the date on
which 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 the Note would have been entitled to additional
amounts on presenting the Note for payment on any date during the 30-day period; and 
 (v) any withholding or deduction
imposed on a payment to an individual that is required to be made pursuant to the European Union Directive on the taxation of savings income, which was adopted by the ECOFIN Council on June 3, 2003, or any law implementing or complying with, or
introduced in order to conform to, such Directive. 
 ARTICLE 5 
 SUCCESSOR COMPANY 
 SECTION 5.01. When Issuer May Merge or Transfer
Assets. 
 (a) The Issuer shall not consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the
surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions (other than the Acquisition) to, any Person unless: 
 (i) the Issuer is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than
the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state
thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Issuer or under the laws of any country that is a member of the European Union (the Issuer or such Person, as the case may be,
being herein called the “Successor Company”); 
 (ii) the Successor Company (if other than the Issuer)
expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 
 (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

  

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 (iv) immediately after giving pro forma effect to such transaction, as if such
transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been
Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either 
 (a) the Successor
Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 4.03(a); or 
 (b) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such ratio
for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; 
 (v) each Guarantor, unless it is the
other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and 
 (vi) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, amalgamation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. 
 Notwithstanding the
foregoing clauses (iii) and (iv) of this Section 5.01(a), (A) the Issuer or any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of all or part of
its properties and assets to the Issuer or to another Restricted Subsidiary and (B) the Issuer may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in a (or another) state of
the United States, the District of Columbia, any territory of the United States or any country that is a member of the European Union so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby (any
transaction described in this sentence a “Specified Merger/Transfer Transaction”). 
 (b) Subject to the provisions of
Section 10.02(b) (which, among other things, govern the release of a Guarantee upon the sale or disposition of a Restricted Subsidiary of the Issuer that is a Subsidiary Guarantor), each Subsidiary Guarantor shall not, and the Issuer shall not
permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: 
 (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger
(if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Issuer or such Subsidiary Guarantor or under the laws of any country that is a member of the European Union
(such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); 
 (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental
indenture or other documents or instruments in form reasonably satisfactory to the Trustee; 
  

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 (iii) immediately after giving effect to such transaction (and treating any Indebtedness
which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default
shall have occurred and be continuing; and 
 (iv) the Successor Guarantor (if other than such Subsidiary Guarantor) shall
have delivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this
Indenture. 
 Subject to the limitations described in this Indenture, the Successor Guarantor shall succeed to, and be substituted for, such
Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Subsidiary Guarantor’s
guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United
States, the District of Columbia, any territory of the United States, any country that is a member of the European Union or the jurisdiction of organization of the Issuer, so long as the amount of Indebtedness of the Subsidiary Guarantor is not
increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Issuer. 
 SECTION 5.02. Successor Company Substituted. Upon any consolidation, merger or amalgamation, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance or permitted by
with Section 5.01 hereof, the Successor Company (if other than the Issuer) shall succeed to and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Successor Company had
been named as the Issuer herein. 
 ARTICLE 6 
 DEFAULTS AND REMEDIES 
 SECTION 6.01. Events of Default. An “Event of
Default” occurs if: 
 (a) the Issuer defaults in any payment of interest on any Note when the same becomes due and
payable, and such default continues for a period of 30 days, 
 (b) the Issuer defaults in the payment of principal or
premium, if any, of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, 
 (c) the Issuer or any of its Restricted Subsidiaries fails to comply with any of its agreements in the Notes or this Indenture (other than those referred to in (a) or (b) above) and such failure continues
for 60 days after the notice specified below; provided, however, that to the extent such failure relates solely to an action or inaction by Intelsat General, and the Issuer and its Restricted Subsidiaries have otherwise complied
with Section 4.15, no Event of Default shall occur, 
  

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 (d) Holdings, the Issuer or any Significant Subsidiary fails to pay any Indebtedness
(other than Indebtedness owing to a Parent of the Issuer or a Restricted Subsidiary of the Issuer) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in
each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $50.0 million or its foreign currency equivalent, 
 (e) Holdings, the Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case; 
 (ii) consents to the entry of an order for relief against
it in an involuntary case; 
 (iii) consents to the appointment of a Custodian of it or for any substantial part of its
property; or 
 (iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any
foreign laws relating to insolvency, 
 (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that: 
 (i) is for relief against Holdings, the Issuer or any Significant Subsidiary of Holdings in an involuntary case;

 (ii) appoints a Custodian of Holdings, the Issuer or any Significant Subsidiary of Holdings or for any substantial part of
its property; or 
 (iii) orders the winding up or liquidation of Holdings, the Issuer or any Significant Subsidiary of
Holdings; 
 or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days,

 (g) Holdings, the Issuer or any Significant Subsidiary fails to pay final judgments aggregating in excess of
$50.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days following the
entry thereof, or 
 (h) any Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as
contemplated by the terms thereof) or any Guarantor that qualifies as a Significant Subsidiary denies or disaffirms its obligations under this Indenture or any Guarantee and such Default continues for 10 days. 
 The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
  

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 The term “Bankruptcy Law” means Title 11, United States Code, or any similar U.S.
Federal, state or any foreign law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 
 A Default under clause (c) above shall not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of
the outstanding Notes notify the Issuer of the Default and the Issuer does not cure such Default within the time specified in clause (c) above after receipt of such notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a “Notice of Default”. The Issuer shall deliver to the Trustee, within thirty days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event which is, or with
the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto. 
 SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or (f) with respect to
the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be
due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(e) or (f) with respect to the Issuer occurs, the principal of, premium, if any,
and interest on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Notes by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due
solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. 
 In the
event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by
the Trustee or the Holders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event
of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default
has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. 
 SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to
collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 
 SECTION 6.04. Waiver of Past Defaults. Provided the Notes are not then due and payable by reason of a declaration of acceleration, the Holders of
a majority in principal amount of the Notes by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Note, (b) a Default arising from the failure
to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a 

  

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provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured and the
Issuer, the Trustee and the Holders will be restored to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 
 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01,
that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking
such action. 
 SECTION 6.06. Limitation on Suits. 
 (a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless: 
 (i) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 
 (ii) the Holders of at least 25% in principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy;

 (iii) such Holder or Holders offer to the Trustee reasonable security or indemnity satisfactory to it against any loss,
liability or expense; 
 (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the
offer of security or indemnity; and 
 (v) the Holders of a majority in principal amount of the outstanding Notes do not give
the Trustee a direction inconsistent with the request during such 60-day period. 
 (b) A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over another Holder. 
 SECTION 6.07. Rights of the Holders to Receive
Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the
Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an
express trust against the Issuer or any other obligor on the Notes for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Notes) and the
amounts provided for in Section 7.07. 
  

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 SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses, disbursements and advances of the Trustee (including counsel, accountants, experts or
such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor, their creditors or their property, shall be entitled to participate as a
member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 
 SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the
following order: 
 FIRST: to the Trustee for amounts due under Section 7.07; 
 SECOND: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and 
 THIRD: to the Issuer or, to the extent the Trustee collects any amount from any Subsidiary Guarantor, to such Subsidiary Guarantor. 
 The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Holder and the Issuer a notice that states the record
date, the payment date and amount to be paid. 
 SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the outstanding Notes. 
 SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Guarantor (to the extent it may lawfully do so) shall at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and
the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law had been enacted. 
  

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 ARTICLE 7 
 TRUSTEE 
 SECTION 7.01. Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (i) the Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the
Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c)
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section; 
 (ii)
the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05; and 
 (iv) no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. 
 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. 
 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to
the provisions of this Section and to the provisions of the TIA. 
  

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 SECTION 7.02. Rights of Trustee. 
 (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. 
 (e) The
Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of
any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
 (f) The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document
unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Notes at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters
as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, at the expense of the Issuer and
shall incur no liability of any kind by reason of such inquiry or investigation. 
 (g) The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 
 (h) The rights,
privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder. 
 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11. 
 SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, any Guarantee or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer or any
Guarantor in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. 

  

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The Trustee shall not be charged with knowledge of any Default or Event of Default under Section 6.01(c), (d), (e), (f), (g) or (h) or of the
identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received notice thereof in accordance with Section 11.02 hereof from the Issuer, any Guarantor
or any Holder. 
 SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is actually known to the Trustee,
the Trustee shall mail to each Holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a
Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of the
Holders. 
 SECTION 7.06. Reports by Trustee to the Holders. As promptly as practicable after the end of each fiscal year of the
Issuer beginning with end of the fiscal year following the date of this Indenture, and in any event within 12 months of the last such report, the Trustee shall mail to each Holder a brief report dated as of such fiscal year end that complies with
Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. 
 A
copy of each report at the time of its mailing to the Holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed. The Issuer agrees to notify promptly the Trustee whenever the Notes become listed on any stock
exchange and of any delisting thereof. 
 SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to
time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel,
accountants and experts. The Issuer and each Guarantor, jointly and severally shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred by or in
connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Issuer or a Guarantor (including this
Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuer, any Guarantor, any Holder or any other Person). The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly
upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the
indemnified party shall provide reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties may have separate counsel and the Issuer and the Guarantors, as applicable shall pay the fees and expenses of such counsel;
provided, however, that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest
between the Issuer and the Guarantors, as applicable, and such parties in connection with such defense. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such
party’s own willful misconduct, negligence or bad faith. 
 To secure the Issuer’s and the Guarantors’ payment obligations in
this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. 
  

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 The Issuer’s and the Guarantors’ payment obligations pursuant to this Section shall survive the
satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(e) or (f) with respect to Holdings or the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

 SECTION 7.08. Replacement of Trustee. 
 (a) The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The
Issuer may remove the Trustee if: 
 (i) the Trustee fails to comply with Section 7.10; 
 (ii) the Trustee is adjudged bankrupt or insolvent; 
 (iii) a receiver or other public officer takes charge of the Trustee or its property; or 
 (iv) the Trustee otherwise becomes incapable of acting. 
 If the Trustee has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provide by, and subject to the
provisions of, the TIA and this Indenture. To the extent permitted by the TIA, the Trustee shall not be deemed to have a conflicting interest by virtue of being a Trustee under this Indenture with respect to Notes of more than one series.

 (b) If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

 (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Notes may petition at the expense
of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. 
 (e) If the Trustee fails to comply with
Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Note for at least six months may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee. 
 (f) Notwithstanding the replacement of the Trustee pursuant to this
Section, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
  

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 SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time
any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have. 
 SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in
its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA;
provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of securities issued under this Indenture and any indenture or indentures under which other securities or certificates
of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met. 
 SECTION 7.11. Preferential Collection of Claims Against Issuer. The Trustee shall comply with Section 311(a) of the TIA, excluding any
creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated. 
 ARTICLE 8 
 DISCHARGE OF INDENTURE; DEFEASANCE 
 SECTION 8.01. Discharge of Liability on Notes; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as
to surviving rights of registration or transfer or exchange of Notes, as expressly provided for in this Indenture) as to all outstanding Notes when: 
 (a) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes (a) have become due and
payable, (b) will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination
thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to
apply such funds to the payment thereof at maturity or redemption, as the case may be; 
  

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 (b) the Issuer and/or the Guarantors have paid all other sums payable under this
Indenture; and 
 (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating
that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 
 Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) (“legal defeasance option”) or (ii) its
obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 and 4.14 and the operation of Section 5.01 and Sections 6.01(d), 6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.01(f) (with
respect to Significant Subsidiaries of the Issuer only) and 6.01(g) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the
event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its
Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. 
 If the Issuer exercises its legal
defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event
of Default specified in Section 6.01(c), 6.01(d), 6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) or 6.01(h) or because of the failure of the
Issuer to comply with Section 4.08 or Section 5.01. 
 Upon satisfaction of the conditions set forth herein and upon request of the
Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. 
 Notwithstanding
clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations
in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge. 
 The Issuer may discharge its obligations or exercise its
legal defeasance option or its covenant defeasance option with respect to the 2013 Notes or the 2015 Notes without discharging its obligations or exercising such option with respect to the other series of Notes. 
 SECTION 8.02. Conditions to Defeasance. 
 (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option only if: 
 (i) the Issuer
irrevocably deposits in trust with the Trustee cash in U.S. Dollars or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and premium (if any) and
interest on the applicable Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; 
  

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 (ii) the Issuer delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations, plus any deposited money without investment, will provide cash at
such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be; 
 (iii) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.01(e) or
(f) with respect to the Issuer occurs which is continuing at the end of the period; 
 (iv) the deposit does not
constitute a default under any other agreement binding on the Issuer; 
 (v) the Issuer delivers to the Trustee an Opinion of
Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; 
 (vi) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that
(1) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided, however, that such Opinion of Counsel need not be delivered if all Notes not theretofore
delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving notice of redemption by the
Trustee in the name, and at the expense, of the Issuer; 
 (vii) in the case of the covenant defeasance option, the Issuer
shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. Federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and 
 (viii) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes to be so defeased and
discharged as contemplated by this Article 8 have been complied with. 
 (b) The Issuer shall not be deemed to have breached its
obligations under Section 4.03 to the extent the net proceeds from any Indebtedness, Preferred Stock or Disqualified Stock incurred is used in accordance with Section 8.02(a)(i) above for the Issuer to exercise its legal defeasance or
covenant defeasance option. 
 (c) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption
of such Notes at a future date in accordance with Article 3. 
  

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 SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government
Obligations (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with this Indenture to the
payment of principal of and interest on the Notes so discharged or defeased. 
 SECTION 8.04. Repayment to Issuer. Each of the Trustee
and each Paying Agent shall promptly turn over to the Issuer upon request any money or U.S. Government Obligations held by it as provided in this Article which, in the written opinion of a nationally recognized firm of independent public accountants
delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance
in accordance with this Article. 
 Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the
Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors, and the
Trustee and each Paying Agent shall have no further liability with respect to such monies. 
 SECTION 8.05. Indemnity for U.S. Government
Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government
Obligations. 
 SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s
obligations under this Indenture and the Notes so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer has made any payment of principal of or interest on, any such Notes because of the reinstatement of its obligations, the
Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent. 
 ARTICLE 9 
 AMENDMENTS AND WAIVERS 
 SECTION 9.01. Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any
Holder (provided that the Issuer need not act to amend this Indenture to add Subsidiary Guarantors on the Issue Date): 
 (i) to cure any ambiguity, omission, defect or inconsistency; 
 (ii) to comply with Article 5; 
 (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes
are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; 
 (iv) to add Guarantees with respect to the Notes or to secure the Notes; 
  

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 (v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of
the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer; 
 (vi) to comply
with any requirement of the SEC in connection with qualifying this Indenture under the TIA; 
 (vii) to effect any provision
of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture); 
 (viii) to make any
change that does not adversely affect the rights of any Holder; or 
 (ix) to provide for the issuance of the Exchange Notes
or Additional Notes. 
 After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to Holders a notice briefly
describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 
 SECTION 9.02. With Consent of the Holders. 
 (a) The Issuer and the Trustee may amend this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in
connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: 
 (i) reduce the amount of Notes whose Holders must consent to an amendment, 
 (ii) reduce the rate of or extend the time for payment of interest on any Note, 
 (iii) reduce the principal of or change the Stated Maturity of any Note, 
 (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with
Article 3, 
 (v) make any Note payable in money other than that stated in such Note, 
 (vi) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Notes on or
after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, 
 (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, 
 (viii)
expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor, or 
 (ix) modify
the Guarantees in any manner adverse to the Holders. 
 It shall not be necessary for the consent of the Holders under this Section 9.02
to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 
  

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 (b) After an amendment under this Section 9.02 becomes effective, the Issuer shall mail to the
Holders a notice briefly describing such amendment. The failure to give such notice to all Holders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

 SECTION 9.03. Compliance with Trust Indenture Act. From the date on which this Indenture is qualified under the TIA, every
amendment, waiver or supplement to this Indenture or the Notes shall comply with the TIA as then in effect. 
 SECTION 9.04. Revocation
and Effect of Consents and Waivers. 
 (a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every
subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the
consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite
principal amount of Notes have consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents by the Holders of the
requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or
waiver (or supplemental indenture) by the Issuer and the Trustee. 
 (b) The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 
 SECTION 9.05. Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuer may require the Holder of the Note to deliver it to the Trustee. The Trustee may
place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new
Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, supplement or waiver. 
 SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the
amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the Trustee shall be entitled to receive indemnity reasonably satisfactory
to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by
this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and the Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the
provisions hereof (including Section 9.03). 
  

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 SECTION 9.07. Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer shall,
directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the
Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement; provided, however, that
if any such payment relates to a consent, amendment, waiver or other modification that will only affect the 2013 Notes or the 2015 Notes, such payment need only be offered to be paid to the Holders of the 2013 Notes or the 2015 Notes, as the case
may be. 
 SECTION 9.08. Additional Voting Terms. All Notes issued under this Indenture shall vote and consent together on all matters
(as to which any of such Notes may vote) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter; provided, however, that if any amendment, waiver or other modification will only
affect the 2013 Notes or the 2015 Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding 2013 Notes or 2015 Notes (and not the consent of the Holders of at least a majority of all Notes), as the
case may be, shall be required. 
 ARTICLE 10 
 GUARANTEES 
 SECTION 10.01. Guarantees. 
 (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each
Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including
obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest or additional interest in respect of the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and
(ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter
collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that
each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. 
 (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes
or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other
Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any
right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). 
  

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 (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder
divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as
payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be
sued prior to an action being initiated against such Guarantor. 
 (d) Each Guarantor further agrees that its Guarantee herein constitutes a
guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

 (e) Except as expressly set forth in Sections 8.01, 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of set-off, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or
delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise
operate as a discharge of any Guarantor as a matter of law or equity. 
 (f) Except as expressly set forth in Sections 8.01 and 10.02,
each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee
upon the bankruptcy or reorganization of the Issuer or otherwise. 
 (g) In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in
cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by
applicable law) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee in respect of the Guaranteed Obligations. 
 (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in
Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed 

  

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Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6,
such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. 
 (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this
Section 10.01. 
 (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 10.02. Limitation on
Liability. 
 (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed
Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance,
financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally. 
 (b) A Guarantee as to any
Subsidiary Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be automatically released from all obligations under this Article 10 upon: 
 (i)(A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock (including
any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition or other
transfer is made in compliance with this Indenture and (B) such Subsidiary Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other
Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer, or 
 (ii) the Issuer designating such Subsidiary
Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,” or 
 (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to
Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified
Stock, in each case, which resulted in the obligation to guarantee the Notes, or 
 (iv) the Issuer’s exercise of its
legal defeasance option or covenant defeasance option pursuant to Article 8, or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. 
 A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge
or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. In addition, the Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 4.16 hereof.

  

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 SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each Guarantor
and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred
upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 
 SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise. 
 SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by
any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice
to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. 
 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and
deliver to the Trustee a supplemental indenture in the form of Exhibit J hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations.
Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized,
executed and delivered by such Subsidiary or other Person and that, subject to customary exception including the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’
rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance
with its terms and/or to such other matters as the Trustee may reasonably request. 
 SECTION 10.07. Non-Impairment. The failure to
endorse a Guarantee on any Note shall not affect or impair the validity thereof. 
 ARTICLE 11 
 MISCELLANEOUS 
 SECTION 11.01.
Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this
Indenture by operation of, Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control. 
 SECTION
11.02. Notices. 
 (a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via
facsimile or mailed by first-class mail addressed as follows: 
 if to the Issuer or a Guarantor: 
 Intelsat Subsidiary Holding Company, Ltd. 
 c/o Intelsat, Ltd 
 Wellesley House North - 2nd Floor 
 90 Pitts Bay Road 
 Pembroke, Bermuda HM08 
  

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 with a copy to: 
 Intelsat Global Service Corporation, Ltd. 
 3400 International Drive, N.W. 
 Washington, D.C. 20008-3098 
 Attention:
General Counsel 
 with a copy to: 
 Latham& Watkins LLP 
 885 Third Avenue 
 New York, NY 10022 
 Attention: Dennis D. Lamont, Esq. 
 with a copy to: 
 Milbank, Tweed,
Hadley & McCloy LLP 
 1 Chase Manhattan Plaza 
 New York, New York 10005 
 Attention: Arnold B. Peinado, III. 
 if to the Trustee: 
 Wells Fargo Bank,
National Association 
 45 Broadway, 14th Floor 
 New York, New York 10006-3007 
 Attention of: Corporate Trust Department 
 Facsimile: 212.515.1589 
 The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices
or communications. 
 (b) Any notice or communication mailed to a Holder shall be mailed, first class mail, to the Holder at the
Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 
 (c) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is
duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received. 
  

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 SECTION 11.03. Communication by the Holders with Other Holders. The Holders may communicate
pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA.

 SECTION 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to
take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee: 
 (a) an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with; and 
 (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of
such counsel, all such conditions precedent have been complied with. 
 SECTION 11.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include: 
 (a) a statement that the individual making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (c) a statement that, in the opinion of such individual, he has made such
examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. 
 SECTION 11.06. When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, any Guarantor
or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in
any such determination. 
 SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for
action by or a meeting of the Holders. The Registrar and a Paying Agent may make reasonable rules for their functions. 
 SECTION 11.08.
Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it
were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected. 
  

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 SECTION 11.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 11.10. No Recourse Against Others. No
director, officer, employee, incorporator or holder of any Equity Interests in the Issuer (other than Holdings) or any Parent of the Issuer, as such, shall have any liability for any obligations of the Issuer under the Notes or this Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. 
 SECTION 11.11. Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

 SECTION 11.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 
 SECTION 11.13.
Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and
shall not modify or restrict any of the terms or provisions hereof. 
 SECTION 11.14. Indenture Controls. If and to the extent that
any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control. 
 SECTION 11.15. Severability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. 
 SECTION 11.16.
Jurisdiction. The Issuer and each Guarantor agrees that any suit, action or proceeding against the Issuer or any Guarantor arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the Supreme
Court of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying
of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and the Guarantors hereby appoint CT Corporation System as their authorized agent (the
“Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in the Supreme Court of the State of
New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof and expressly accept the non-exclusive jurisdiction of any such court in respect of any such
suit, action or proceeding. The Issuer and the Guarantors hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer and the Guarantors agree to
take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect,
effective service of process upon the Issuer and the Guarantors. 
  

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 SECTION 11.17. Immunity. To the extent that the Issuer or any Guarantor has or hereafter may
acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of
its property, the Issuer or such Guarantor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement. 
 SECTION 11.18. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions. 
 (a) U.S.
Dollars are the sole currency of account and payment for all sums payable by the Issuer and the Guarantors under the Notes, the Guarantees of Notes or this Indenture, including damages related thereto. Any amount received or recovered in a currency
other than U.S. Dollars by a Holder of Notes (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of any sum expressed to be
due to it from the Issuer shall only constitute a discharge to the Issuer to the extent of the U.S. Dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. Dollar amount is less than the U.S. Dollar amount expressed to be due to the
recipient under the applicable Notes, the Issuer shall indemnify it against any loss sustained by it as a result as set forth in Section 11.18(b). In any event, the Issuer and the Guarantors shall indemnify the recipient against the cost of
making any such purchase. For the purposes of this Section 11.18, it will be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating sources of information used) that it would have suffered a loss had an actual
purchase of U.S. Dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been
practicable, it being required that the need for a change of date be certified in the manner mentioned above). The indemnities set forth in this Section 11.18 constitute separate and independent obligations from other obligations of the Issuer
and the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder of the Notes and shall continue in full force and effect despite any other judgment, order, claim or
proof for a liquidated amount in respect of any sum due under the Notes. 
 (b) The Issuer and the Guarantors, jointly and severally,
covenant and agree that the following provisions shall apply to conversion of currency in the case of the Notes, the Guarantees and this Indenture: 
 (1)(A) If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due in
any other currency (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be
(unless a court shall otherwise determine); and (B) if there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such
other date as a court shall determine), and the date of receipt of the amount due, the Issuer and the Guarantors will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the
Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. 
  

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 (2) In the event of the winding-up of the Issuer or any Guarantor at any time while any
amount or damages owing under the Notes, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuer and the Guarantors shall indemnify and hold the Holders and the Trustee harmless
against any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the U.S. Dollar Equivalent of the amount due or contingently due under the Notes, the Guarantees and this Indenture (other
than under this subsection (b)(2)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this subsection (b)(2), the final date for the filing of
proofs of claim in the winding-up of the Issuer or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the
Issuer or such Guarantor may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. 
 (c)
The obligations contained in subsections (a), (b)(1)(B) and (b)(2) of this Section 11.18 shall constitute separate and independent obligations from the other obligations of the Issuer and the Guarantors under this Indenture, shall give rise to
separate and independent causes of action against the Issuer and the Guarantors, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect
notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Issuer or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under subsection (b)(2) above) or under any such judgment
or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Issuer or any Guarantor or the
liquidator or otherwise or any of them. In the case of subsection (b)(2) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any
liquidating distribution. 
 (d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00
a.m. (New York time) for spot purchases of the Base Currency with the Judgment Currency other than the Base Currency referred to in subsections (b)(1) and (b)(2) above and includes any premiums and costs of exchange payable. 
  

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 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first
written above. 
  

			
	INTELSAT SUBSIDIARY HOLDING COMPANY, LTD.
		
	By:	 	 
		 	Name:
		 	Title:


  

 S-1 









			
	INTELSAT, LTD.
		
	By:	 	 
		 	Name:
		 	Title:
	
	INTELSAT (BERMUDA), LTD.
		
	By:	 	 
		 	Name:
		 	Title:
	
	INTELSAT JACKSON HOLDINGS, LTD.
		
	By:	 	 
		 	Name:
		 	Title:
	
	INTELSAT INTERMEDIATE HOLDING COMPANY, LTD.
		
	By:	 	 
		 	Name:
		 	Title:
	
	INTELSAT HOLDINGS LLC
		
	By:	 	 
		 	Name:
		 	Title:
	
	INTELSAT LLC
		
	By:	 	 
		 	Name:
		 	Title:


  

 S-2 









			
	INTELSAT GLOBAL SALES & MARKETING LTD.
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	INTELSAT USA SALES CORP.
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	INTELSAT USA LICENSE CORP.
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	INTELSAT GLOBAL SERVICE CORPORATION
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	INTELSAT UK FINANCIAL SERVICES LTD.
		
	By:	 	 
		 	Name:
		 	Title:


  

 S-3 









			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 
		 	Name:
		 	Title:


  

 S-4 








 APPENDIX A 
 PROVISIONS RELATING TO INITIAL NOTES, 
 ADDITIONAL NOTES AND EXCHANGE NOTES 
 1. Definitions. 
 1.1
Definitions. 
 For the purposes of this Appendix A the following terms shall have the meanings indicated below: 
 “Additional Interest” has the meaning set forth in the Registration Rights Agreement. 
 “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency. 
 “Definitive Note” means a certificated Initial Note or Exchange Note (bearing the Restricted Notes Legend if the transfer of such Note
is restricted by applicable law) that does not include the Global Notes Legend. 
 “Depository” means The Depository Trust
Company, its nominees and their respective successors. 
 “Euroclear” means the Euroclear Clearance System or any successor
securities clearing agency. 
 “Global Notes Legend” means the legend set forth under that caption in the applicable Exhibit
to this Indenture. 
 “IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act. 
 “Initial Purchasers” means the initial purchasers party to the purchase
agreement entered into in connection with the offer and sale of the Notes. 
 “Purchase Agreement” means (a) the
Purchase Agreement dated June 24, 2008, among the Issuer, the guarantors party thereto and the Initial Purchasers and (b) any other similar Purchase Agreement relating to Additional Notes. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
 “Registered Exchange Offer” means the offer by the Issuer, pursuant to the Registration Rights Agreement, to certain Holders of Initial
Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act. 
 “Registration Rights Agreement” means (a) the Registration Rights Agreement dated as of June 27, 2008 among the Issuer, other parties thereto and the Initial Purchasers relating to the Notes
and (b) any other similar Registration Rights Agreement relating to Additional Notes. 
  

 App. A-1 








 “Regulation S” means Regulation S under the Securities Act. 
 “Regulation S Notes” means all Initial Notes offered and sold outside the United States in reliance on Regulation S. 
 “Restricted Global Note” means a Global Note bearing the Restricted Notes Legend. 
 “Restricted Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of
(a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Issuer to the
Trustee, and (b) the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable period of 40 consecutive days. 
 “Restricted Notes Legend” means the legend set forth in Section 2.2(f)(i) herein. 
 “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 
 “Rule
144A” means Rule 144A under the Securities Act. 
 “Rule 144A Notes” means all Initial Notes offered and sold
to QIBs in reliance on Rule 144A. 
 “Securities Custodian” means the custodian with respect to a Global Note (as
appointed by the Depository) or any successor person thereto, who shall initially be the Trustee. 
 “Shelf Registration
Statement” means a registration statement filed by the Issuer in connection with the offer and sale of Initial Notes pursuant to the Registration Rights Agreement. 
 “Transfer Restricted Notes” means Definitive Notes and any other Notes that bear or are required to bear or are subject to the
Restricted Notes Legend. 
 “Unrestricted Definitive Notes” means Definitive Notes and any other Notes that are not required
to bear, or are not subject to, the Restricted Notes Legend. 
 “Unrestricted Global Note” means a permanent Global Note
representing Notes that do not bear the Restricted Notes Legend. 
 1.2 Other Definitions. 
  

			
	 Term:
	  	Defined in Section:
	 “Agent Members”
	  	2.1(b)
	 “Global Notes”
	  	2.1(b)
	 “Regulation S Global Notes”
	  	2.1(b)
	 “Rule 144A Global Notes”
	  	2.1(b)

 2. The Notes. 
 2.1 Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) offered and sold by the Issuer pursuant
to the Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) 

  

 App. A-2 








 
in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as
set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time in accordance with the Indenture and applicable law. 
 (b) Global Notes. (i) Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form
without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in definitive fully registered, global form without interest coupons (collectively, the
“Regulation S Global Notes”). The term “Global Notes” means, collectively, the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear the Global Note Legend. The Global Notes initially
shall (1) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (2) be delivered to the Trustee as custodian for such Depository and (3) bear the
Restricted Notes Legend. 
 Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream (“Agent
Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuer, the Trustee
and any agent of the Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository, Euroclear or Clearstream, as the case may be, and their respective Agent Members, the operation of customary
practices governing the exercise of the rights of a Holder of any Note. 
 (ii) Transfers of Global Notes shall be limited to transfer in
whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and
procedures of the Depository, Euroclear or Clearstream, as the case may be, and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (i) the Depository (x) notifies the Issuer that it
is unwilling or unable to continue as depository for such Global Note and the Issuer thereupon fails to appoint a successor depository within 90 days or (y) has ceased to be a clearing agency registered under the Exchange Act, or (ii) in
the case of any Global Note, if requested by a Holder of a beneficial interest in such Global Notes. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and
issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures. 
 (iii) In
connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall
execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of
Definitive Notes of authorized denominations. 
 (iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note
pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend. 
 (v)
Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in such Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of
Section 2.2. 
  

 App. A-3 








 (vi) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 
 2.2 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Issuer for Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.2(b) or 2.2(g). 
 (b) Transfer and Exchange of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the
Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Restricted Notes Legend; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). A beneficial interest in an
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.2(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in
Global Notes. In connection with all transfers and exchanges of beneficial interests in any Global Note that are not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written
order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to
the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such
increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note pursuant to Section 2.2(g). 
 (iii) Transfer of Beneficial Interests to
Another Restricted Global Note. A beneficial interest in a Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the
requirements of Section 2.2(b)(ii) above and the Registrar receives the following: if the transferee will take delivery in the form of a beneficial interest in a Global Note, then the transferor must deliver a certificate in the form attached
to the applicable Note. 
  

 App. A-4 








 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 
 (B)
if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from
such holder in the form attached to the applicable Note, 
 and, in each such case, if the Registrar so requests or if the applicable rules
and procedures of the Depository, Euroclear or Clearstream, as applicable, so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph
(iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv). 
 (v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted Global
Note. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes. A beneficial interest in a Global Note may not be
exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except under
the circumstances described in Section 2.1(b)(ii). 
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in
Global Notes. Definitive Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i),
(ii) or (iii) below, as applicable: 
 (i) Transfer Restricted Notes to Beneficial Interests in Restricted Global
Notes. If any Holder of a Transfer Restricted Note proposes to exchange such Transfer Restricted Note for a beneficial interest in a Restricted Global Note or to transfer such Transfer Restricted Note to a Person who takes delivery thereof in
the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
  

 App. A-5 








 (A) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer
Restricted Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form attached to the applicable Note; 
 (B) if such Transfer Restricted Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act, a certificate from such Holder in the form attached to the applicable
Note; 
 (C) if such Transfer Restricted Note is being transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such Holder in the form attached to the applicable Note; 
 (D) if such Transfer Restricted Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such
Holder in the form attached to the applicable Note; 
 (E) if such Transfer Restricted Note is being transferred to an IAI in
reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such Holder in the form attached to the applicable Note; or 
 (F) if such Transfer Restricted Note is being transferred to the Issuer or a Subsidiary thereof, a certificate from such Holder in the
form attached to the applicable Note; 
 the Trustee shall cancel the Transfer Restricted Note, and increase or cause to be increased the
aggregate principal amount of the appropriate Restricted Global Note. 
 (ii) Transfer Restricted Notes to Beneficial
Interests in Unrestricted Global Notes. A Holder of a Transfer Restricted Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted Note to a Person
who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: 
 (A) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer Restricted Note for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form attached to
the applicable Note; or 
 (B) if the Holder of such Transfer Restricted Notes proposes to transfer such Transfer Restricted
Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form attached to the applicable Note, 
 and, in each such case, if the Registrar so requests or if the applicable rules and procedures of the Depository, Euroclear or Clearstream, as applicable,
so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes
Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Notes and increase or cause to be increased the
aggregate principal amount of 

  

 App. A-6 








 
the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note
has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount
equal to the aggregate principal amount of Transfer Restricted Notes transferred or exchanged pursuant to this subparagraph (ii). 
 (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global
Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at
a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Notes transferred or exchanged pursuant to this subparagraph (iii). 
 (iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes. An Unrestricted Definitive Note cannot be
exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.2(e). 
 (i) Transfer Restricted Notes to Transfer Restricted
Notes. A Transfer Restricted Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the
form attached to the applicable Note; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the
Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note; 
 (C) if the
transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Note; 
 (D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than
those listed in subparagraphs (A) through (C) above, a certificate in the form attached to the applicable Note; and 
  

 App. A-7 








 (E) if such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in
the form attached to the applicable Note. 
 (ii) Transfer Restricted Notes to Unrestricted Definitive Notes. Any
Transfer Restricted Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

 (1) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer Restricted Note for an Unrestricted
Definitive Note, a certificate from such Holder in the form attached to the applicable Note; or 
 (2) if the Holder of such
Transfer Restricted Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form attached to the applicable Note, 
 and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of an Unrestricted Definitive Note may transfer such
Unrestricted Definitive Note to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Note
pursuant to the instructions from the Holder thereof. 
 (iv) Unrestricted Definitive Notes to Transfer Restricted
Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Note. 
 At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

  

 App. A-8 








 (f) Legend. (i) Except as permitted by the following paragraphs (ii), (iii) or
(iv), each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being
defined as such for purposes of the legend only): 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TO THE
FIRST ANNIVERSARY OF THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM 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. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.” 
 Each Definitive Note shall bear the following additional legend: 
 “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE 
  

 App. A-9 








 TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 
 (ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such
Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such
exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note). 
 (iii)
After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes, all requirements pertaining to the Restricted Notes Legend on such Initial Notes shall cease to apply
and the requirements that any such Initial Notes be issued in global form shall continue to apply. 
 (iv) Upon the consummation of a
Registered Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in
global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend shall be available to Holders that exchange such Initial Notes in such Registered Exchange Offer. 
 (v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements that
such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued in global form shall continue to apply. 
 (vi) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend. 
 (g) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this
Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. 
 (h)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s
request. 
 (ii) No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum
sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06,
3.10, 4.06, 4.08 and 9.05 of this Indenture). 
  

 App. A-10 








 (iii) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, a
Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever,
whether or not such Note is overdue, and none of the Issuer, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. 
 (iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon
such transfer or exchange. 
 (i) No Obligation of the Trustee. (i) The Trustee shall have no responsibility or obligation to any
beneficial owner of a Global Note, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any
ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount,
under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depository or its
nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. 
 (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any
Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do
so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
  

 App. A-11 








 EXHIBIT A 
 [FORM OF FACE OF INITIAL 2013 NOTE] 
 [Global Notes Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, 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 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. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 [Restricted Notes Legend] 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED
INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TO THE FIRST ANNIVERSARY OF THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES 

  

 A-1 








 
ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM 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. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES”
AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 
 Each Definitive 2013 Note shall bear
the following additional legend: 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
  

 A-2 








 [FORM OF INITIAL 2013 NOTE] 
  

			
	No.	  	$_________

 8 1/2% Senior Note due 2013 
 CUSIP No. 144A: 45822EAD2 / REG S: G4894FAA8 / AI: 45822EAE0 
 ISIN No. 144A:
US45822EAD22 / REG S: USG4894FAA87 / AI: US45822EAE05 
 INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a company incorporated under the laws of
Bermuda, promises to pay to [            ], or registered assigns, the principal sum [of              Dollars] [listed on the
Schedule of Increases or Decreases in Global 2013 Note attached hereto] on January 15, 2013. 
 Interest Payment Dates: January 15
and July 15. 
 Record Dates: January 1 and July 1. 
 Additional provisions of this 2013 Note are set forth on the other side of this Note. 
 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 
  

	*/	If the 2013 Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL 2013 NOTE.” 

  

 A-3 









			
	INTELSAT SUBSIDIARY HOLDING COMPANY, LTD.
		
	By:	 	 
		 	Name:
		 	Title:


 Dated: [            ] 
  

 A-4 









			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the 2013 Notes referred to in the Indenture.
		
	By:	 	 
		 	Authorized Signatory

  

 A-5 








 [FORM OF REVERSE SIDE OF INITIAL 2013 NOTE] 
 8 1/2% Senior Note due 2013 
  

	1.	Interest 

 (a) INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a company incorporated under the laws of Bermuda (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
“Issuer”), promises to pay interest on the principal amount of this 2013 Note at the rate per annum shown above. The Issuer shall pay interest semiannually on January 15 and July 15 of each year, commencing July 15,
2008.1 Interest on the 2013 Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for, from and including June 27, 20082 until the principal hereof is due. Interest shall be computed on the basis of
a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the 2013 Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
 (b) Registration Rights Agreement. The Holder of this 2013 Note is entitled to the benefits of a Registration Rights Agreement, dated as of
June 27, 2008 among the Issuer, the other parties thereto and the Initial Purchasers. 
  

	2.	Method of Payment 

 The Issuer shall pay interest on
the 2013 Notes to the Persons who are registered Holders at the close of business on the January 1 and July 1 next preceding the interest payment date even if 2013 Notes are canceled after the record date and on or before the interest
payment date (whether or not a Business Day). The Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts. Payments in respect of the 2013 Notes represented by a Global 2013 Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuer will make all payments in respect of a certificated 2013 Note (including principal, premium, if any, and interest), at the office of
each Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the 2013 Notes may also be made, in
the case of a Holder of at least $1,000,000 aggregate principal amount of 2013 Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or a Paying Agent to such effect designating such account no later than 10 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  

	 1
	 In the case of the Original Notes. 


  

	 2
	 In the case of the Original Notes. 


  

 A-6 









	3.	Paying Agent and Registrar 

 Initially, Wells Fargo
Bank, National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Issuer issued the 2013 Notes under
an Indenture dated as of June 27, 2008 (the “Indenture”), among the Issuer, the Guarantors named therein and the Trustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The 2013 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any
conflict between this Note and the Indenture, the terms of the Indenture shall govern. 
 The 2013 Notes are senior unsecured obligations of
the Issuer. This 2013 Note is one of the Initial 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Exchange 2013 Notes issued in exchange for Initial 2013 Notes pursuant to the Indenture. The Initial 2013
Notes, and any Exchange 2013 Notes, together with the Initial 2015 Notes and any Exchange 2015 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its
Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture
also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 
 To guarantee the due and punctual payment of the principal and interest, on the 2013 Notes and all other amounts payable by the Issuer under the
Indenture and the 2013 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally
guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture. 
  

	5.	Optional Redemption 

 Except as set forth in the
following two paragraphs and in Sections 3.09 and 3.10 of the Indenture, the 2013 Notes shall not be redeemable at the option of the Issuer prior to January 15, 2009. Thereafter, the 2013 Notes shall be redeemable at the option of the Issuer,
in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, to the
redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on January 15 of the years set forth
below: 
  

				
	 Year
	  	Redemption Price	 
	 2009
	  	104.250	%
	 2010
	  	102.125	%
	 2011 and thereafter
	  	100.000	%

  

 A-7 








 In addition, prior to January 15, 2009, the Issuer may redeem the 2013 Notes, at its option, in
whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the
2013 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest
payment date). 
 Notice of any redemption may be given prior to the completion thereof, and any such redemption or notice may, at the
Issuer’s discretion, be subject to one or more conditions precedent. 
  

	6.	Sinking Fund 

 The 2013 Notes are not subject to any
mandatory sinking fund. 
  

	7.	Notice of Redemption 

 Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of 2013 Notes to be redeemed at his, her or its registered address. 2013 Notes in denominations larger than $2,000 may be
redeemed in part but only in whole multiples of $1,000 in excess thereof. If money sufficient to pay the redemption price of and accrued and unpaid interest on all 2013 Notes (or portions thereof) to be redeemed on the redemption date is deposited
with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such 2013 Notes (or such portions thereof) called for redemption. 
  

	8.	Repurchase of 2013 Notes at the Option of Holders upon Change of Control and Asset Sales 

 Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Issuer to repurchase all or any part of such Holder’s 2013 Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders
of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase 2013 Notes upon the occurrence of certain events. 
  

	9.	Denominations; Transfer; Exchange 

 The 2013 Notes
are in registered form, without coupons, in denominations of $2,000 and whole multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of 2013 Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any 2013 Notes selected for redemption (except, in the case of a 2013 Note to be redeemed in part, the portion of the 2013 Note not to be redeemed) or to transfer or exchange any 2013 Notes for a period of
15 days prior to a selection of 2013 Notes to be redeemed. 
  

 A-8 









	10.	Persons Deemed Owners 

 The registered Holder of
this 2013 Note shall be treated as the owner of it for all purposes. 
  

	11.	Unclaimed Money 

 If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at its written request, subject to any abandoned property law. After any such payment, the Holders entitled to the money
must look to the Issuer for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies. 
  

	12.	Discharge and Defeasance 

 Subject to certain
conditions, the Issuer at any time may terminate some of or all its obligations under the 2013 Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, and interest on the
2013 Notes to redemption, or maturity, as the case may be. 
  

	13.	Amendment, Waiver 

 Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting as a single class) and (ii) any past
default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes; provided, however, that if any amendment, waiver or other modification
will only affect the 2013 Notes or the 2015 Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding 2013 Notes or 2015 Notes (and not the consent of the Holders of at least a majority of all Notes),
as the case may be, shall be required. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer and the Trustee may amend this Indenture or the Notes (provided that the Issuer need not act to amend this
Indenture to add Subsidiary Guarantors on the Issue Date): (i) to cure any ambiguity, omission, defect or inconsistency, (ii) to comply with Article 5 of the Indenture, (iii) to provide for uncertificated Notes in addition to or in
place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code, (iv) to add Guarantees with respect to the Notes or to secure the Notes, (v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred
upon the Issuer or any Parent of the Issuer, (vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA, (vii) to effect any provision of this Indenture (including to release any Guarantees in
accordance with the terms of this Indenture), (viii) to make any change that does not adversely affect the rights of any Holder, or (ix) to provide for the issuance of the Exchange Notes or Additional Notes. 
  

 A-9 









	14.	Defaults and Remedies 

 If an Event of Default
occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes, in each
case, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of
the Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of
a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the
Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue
any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Notes have
requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within
60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within
such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly
prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action. 
  

	15.	Trustee Dealings with the Issuer 

 Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates
and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. 
  

	16.	No Recourse Against Others 

 No director, officer,
employee, incorporator or holder of any equity interests in the Issuer (other than Holdings) or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or the Guarantors
under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. 
  

 A-10 









	17.	Authentication 

 This 2013 Note shall not be valid
until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this 2013 Note. 
  

	18.	Abbreviations 

 Customary abbreviations may be used
in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act). 
  

	19.	Governing Law 

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

	20.	CUSIP Numbers, ISINs and Common Codes 

 The Issuer
has caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. 
  

 A-11 








 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
 I or we assign and transfer this Note to: 
   
  
 (Print or type assignee’s name, address and zip code) 
   
  
 (Insert
assignee’s soc. sec. or tax I.D. No.) 
 and irrevocably appoint              agent
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

									
	Date:	 	 	 		 	Your Signature:	 	 
		 		 		 		 	

   
  
 Sign exactly as your name appears on the other side of this Note.

  

									
	Signature Guarantee:	 		 	
					
	Date:	 	 	 		 		 	 
	 Signature must be guaranteed by a
 participant in a recognized signature
 guaranty medallion program or other
 signature guarantor program reasonably
 acceptable to the Trustee
	 		 		 	Signature of Signature Guarantee

  

 A-12 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 
 REGISTRATION OF TRANSFER RESTRICTED 2013 NOTES 
 This certificate relates to
$             principal amount of 2013 Notes held in (check applicable space)              book-entry or
             definitive form by the undersigned. 
 The undersigned (check one box below):

  

	 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global 2013 Note held by the Depository a 2013 Note in definitive, registered
form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global 2013 Note (or the portion thereof indicated above); 

  

	 ̈	has requested the Trustee by written order to exchange or register the transfer of a 2013 Note. 

 In connection with any transfer of any of the 2013 Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act, the undersigned
confirms that such 2013 Notes are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

					
	(1)	  	 ̈	  	to the Issuer; or
			
	(2)	  	 ̈	  	to the Registrar for registration in the name of the Holder, without transfer; or
			
	(3)	  	 ̈	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	(4)	  	 ̈	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	(5)	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such
Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	(6)	  	 ̈	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing
certain representations and agreements; or
			
	(7)	  	 ̈	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Trustee may require, prior to registering any such transfer of the Notes,


  

 A-13 








 
such legal opinions, certifications and other information as the Issuer has reasonably requested 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 of 1933. 
  

									
		 		 	
				
	Date:	 	 	 		 	 
		 		 		 	Your Signature	 	
					
	Date:	 	 	 		 		 	 
	 Signature must be guaranteed by a
 participant in a recognized signature
 guaranty medallion program or other
 signature guarantor program reasonably
 acceptable to the Trustee
	 		 		 	Signature of Signature Guarantee

  

 A-14 








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this 2013 Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

									
	Dated:	 	 	 		 	 
		 		 		 	NOTICE:	 	To be executed by an executive officer

  

 A-15 








 [TO BE ATTACHED TO GLOBAL 2013 NOTES] 
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL 2013 NOTE 
 The initial principal amount
of this Global 2013 Note is $[            ]. The following increases or decreases in this Global 2013 Note have been made: 
  

									
	Date of
Exchange	  	Amount of decrease
in Principal Amount
of this Global 2013
Note	  	Amount of increase in
Principal Amount of
this Global 2013 Note	  	Principal amount of this
Global 2013 Note
following such decrease or
increase	  	Signature of authorized
signatory of Trustee or
Securities Custodian

  

 A-16 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this 2013 Note purchased by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of Control) of the
Indenture, check the box: 
 Asset Sale   ̈    Change of
Control   ̈ 
 If you want to elect to have only part of this 2013 Note purchased
by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or an integral multiple $1,000 in excess thereof): 
 $                             
  

									
	Date:	 	 	 		 	Your Signature:	 	 
		 		 		 		 	(Sign exactly as your name appears on the other side of this Note)

 Signature Guarantee: ___________________________________ 
 Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably
acceptable to the Trustee 
  

 A-17 








 EXHIBIT B 
 [FORM OF FACE OF INITIAL 2015 NOTE] 
 [Global Notes Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, 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 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. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 [Restricted Notes Legend] 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED
INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TO THE FIRST ANNIVERSARY OF THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO
REQUESTS), OR (G)

  

 B-1 








 
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM 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. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT. 
 Each Definitive 2015 Note shall bear the following additional legend: 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
  

 B-2 








 [FORM OF INITIAL 2015 NOTE] 
  

			
	No.	  	$                    

 8 7/8% Senior Note due 2015 
 CUSIP No. 144A: 45822EAF7 /REG S: G4894FAB6 / AI: 45822EAG5 
 ISIN No. USG45822EAF79
/ REG S: USG4894FAB60 / AI: US45822EAG52 
 INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a company incorporated under the laws of Bermuda,
promises to pay to [            ], or registered assigns, the principal sum [of             Dollars] [listed on the Schedule of
Increases or Decreases in Global 2015 Note attached hereto] on January 15, 2015. 
 Interest Payment Dates: January 15 and
July 15. 
 Record Dates: January 1 and July 1. 
 Additional provisions of this 2015 Note are set forth on the other side of this Note. 
 IN WITNESS WHEREOF,
the Issuer has caused this instrument to be duly executed. 
  

	*/	If the 2015 Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit B captioned “TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL 2015 NOTE.” 

  

 B-3 









			
	INTELSAT SUBSIDIARY HOLDING COMPANY, LTD.
		
	By:	 	 
		 	Name:
		 	Title:


 Dated: 
  

 B-4 









			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the 2015 Notes referred to in the Indenture.
		
	By:	 	 
		 	Authorized Signatory

  

 B-5 








 [FORM OF REVERSE SIDE OF INITIAL 2015 NOTE] 
 8 7/8% Senior Note due 2015 
  

	1.	Interest 

 (a) INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a company incorporated under the laws of Bermuda (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
“Issuer”), promises to pay interest on the principal amount of this 2015 Note at the rate per annum shown above. The Issuer shall pay interest semiannually on January 15 and July 15 of each year, commencing July 15,
2005.3 Interest on the 2015 Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for, from and including June 27, 20084 until the principal hereof is due. Interest shall be computed on the basis of
a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the 2015 Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
 (b) Registration Rights Agreement. The Holder of this 2015 Note is entitled to the benefits of a Registration Rights Agreement, dated as of
June 27, 2008, among the Issuer, the other parties thereto and the Initial Purchasers. 
  

	2.	Method of Payment 

 The Issuer shall pay interest on
the 2015 Notes to the Persons who are registered Holders at the close of business on the January 1 and July 1 next preceding the interest payment date even if 2015 Notes are canceled after the record date and on or before the interest
payment date (whether or not a Business Day). The Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts. Payments in respect of the 2015 Notes represented by a Global 2015 Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuer will make all payments in respect of a certificated 2015 Note (including principal, premium, if any, and interest), at the office of
each Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the 2015 Notes may also be made, in
the case of a Holder of at least $1,000,000 aggregate principal amount of 2015 Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or a Paying Agent to such effect designating such account no later than 10 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  

	 3
	 In the case of the Original Notes. 


  

	 4
	 In the case of the Original Notes. 


  

 B-6 









	3.	Paying Agent and Registrar 

 Initially, Wells Fargo
Bank, National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Issuer issued the 2015 Notes under
an Indenture dated as of June 27,2008 (the “Indenture”), among the Issuer, the Guarantors and the Trustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The 2015 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict
between this Note and the Indenture, the terms of the Indenture shall govern. 
 The 2015 Notes are senior unsecured obligations of the
Issuer. This 2015 Note is one of the Initial 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial 2015 Notes and any Exchange 2015 Notes issued in exchange for Initial 2015 Notes pursuant to the Indenture. The Initial 2015
Notes and any Exchange 2015 Notes, together with the Initial 2013 Notes and any Exchange 2013 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its
Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture
also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 
 To guarantee the due and punctual payment of the principal and interest, on the 2015 Notes and all other amounts payable by the Issuer under the
Indenture and the 2015 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2015 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally
guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture. 
  

	5.	Optional Redemption 

 Except as set forth in the
following two paragraphs and in Sections 3.09 and 3.10 of the Indenture, the 2015 Notes shall not be redeemable at the option of the Issuer prior to January 15, 2010. Thereafter, the 2015 Notes shall be redeemable at the option of the Issuer,
in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, to the
redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on January 15of the years set forth
below: 
  

				
	 Year
	  	Redemption Price	 
	 2010
	  	104.438	%
	 2011
	  	102.958	%
	 2012
	  	101.479	%
	 2013 and thereafter
	  	100.000	%

  

 B-7 








 In addition, prior to January 15, 2010, the Issuer may redeem the 2015 Notes at its option, in whole
at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the 2015
Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment
date). 
 Notice of any redemption may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s
discretion, be subject to one or more conditions precedent. 
  

	6.	Sinking Fund 

 The 2015 Notes are not subject to any
mandatory sinking fund. 
  

	7.	Notice of Redemption 

 Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of 2015 Notes to be redeemed at his, her or its registered address. 2015 Notes in denominations larger than $2,000 may be
redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all 2015 Notes (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent
on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such 2015 Notes (or such portions thereof) called for redemption. 
  

	8.	Repurchase of 2015 Notes at the Option of Holders upon Change of Control and Asset Sales 

 Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Issuer to repurchase all or any part of such Holder’s 2015 Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders
of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase 2015 Notes upon the occurrence of certain events. 
  

	9.	Denominations; Transfer; Exchange 

 The 2015 Notes
are in registered form, without coupons, in denominations of $2,000 and whole multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of 2015 Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any 2015 Notes selected for redemption (except, in the case of a 2015 Note to be redeemed in part, the portion of the 2015 Note not to be redeemed) or to transfer or exchange any 2015 Notes for a period of
15 days prior to a selection of 2015 Notes to be redeemed. 
  

 B-8 









	10.	Persons Deemed Owners 

 The registered Holder of
this 2015 Note shall be treated as the owner of it for all purposes. 
  

	11.	Unclaimed Money 

 If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at its written request, subject to any abandoned property law. After any such payment, the Holders entitled to the money
must look to the Issuer for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies. 
  

	12.	Discharge and Defeasance 

 Subject to certain
conditions, the Issuer at any time may terminate some of or all its obligations under the 2015 Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, and interest on the
2015 Notes to redemption, or maturity, as the case may be. 
  

	13.	Amendment, Waiver 

 Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting as a single class) and (ii) any past
default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes; provided, however, that if any amendment, waiver or other modification
will only affect the 2013 Notes or the 2015 Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding 2013 Notes or 2015 Notes (and not the consent of the Holders of at least a majority of all Notes),
as the case may be, shall be required. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer and the Trustee may amend this Indenture or the Notes (provided that the Issuer need not act to
amend this Indenture to add Subsidiary Guarantors on the Issue Date): (i) to cure any ambiguity, omission, defect or inconsistency, (ii) to comply with Article 5 of the Indenture, (iii) to provide for uncertificated Notes in addition
to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in
Section 163(f)(2)(B) of the Code, (iv) to add Guarantees with respect to the Notes or to secure the Notes, (v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right
or power herein conferred upon the Issuer or any Parent of the Issuer, (vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA, (vii) to effect any provision of this Indenture (including to
release any Guarantees in accordance with the terms of this Indenture), (viii) to make any change that does not adversely affect the rights of any Holder, or (ix) to provide for the issuance of the Exchange Notes or Additional Notes.

  

 B-9 









	14.	Defaults and Remedies 

 If an Event of Default
occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes, in each
case, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of
the Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of
a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the
Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue
any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Notes have
requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within
60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within
such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly
prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action. 
  

	15.	Trustee Dealings with the Issuer 

 Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates
and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. 
  

	16.	No Recourse Against Others 

 No director, officer,
employee, incorporator or holder of any equity interests in the Issuer (other than Holdings) or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or the Guarantors
under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. 
  

 B-10 









	17.	Authentication 

 This 2015 Note shall not be valid
until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this 2015 Note. 
  

	18.	Abbreviations 

 Customary abbreviations may be used
in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act). 
  

	19.	Governing Law 

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

	20.	CUSIP Numbers, ISINs and Common Codes 

 The Issuer
has caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. 
  

 B-11 








 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
 I or we assign and transfer this Note to: 
  

	
	
	 
	(Print or type assignee’s name, address and zip code)
	
	 
	(Insert assignee’s soc. sec. or tax I.D. No.)
	
	and irrevocably appoint                      agent to transfer this Note on
the books of the Issuer. The agent may substitute another to act for him.
	
	 


					
			
	Date:_________________	 	Your Signature:	 	_______________________________
		 		 	 (Sign exactly as your name appears
 on the other side of
this Note.)


  

									
	Signature Guarantee:	 		 	
					
	Date:	 	 	 		 		 	 
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 		 	Signature of Signature Guarantee

  

 B-12 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 
 REGISTRATION OF TRANSFER RESTRICTED 2015 NOTES 
 This certificate relates to
$             principal amount of 2015 Notes held in (check applicable space)          book-entry or
         definitive form by the undersigned. 
 The undersigned (check one box below): 
  

			
	  ̈
	  	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global 2015 Note held by the Depository a 2015 Note in definitive, registered form of
authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global 2015 Note (or the portion thereof indicated above);
		
	  ̈
	  	has requested the Trustee by written order to exchange or register the transfer of a 2015 Note.

 In connection with any transfer of any of the 2015 Notes evidenced by this certificate occurring prior to the
expiration of the period referred to in Rule 144 under the Securities Act, the undersigned confirms that such 2015 Notes are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

						
	 (1)
	  	 ̈	 	  	to the Issuer; or
			
	 (2)
	  	 ̈	 	  	to the Registrar for registration in the name of the Holder, without transfer; or
			
	 (3)
	  	 ̈	 	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	 (4)
	  	 ̈	 	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	 (5)
	  	 ̈	 	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such
Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	 (6)
	  	 ̈	 	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing
certain representations and agreements; or
			
	 (7)
	  	 ̈	 	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Trustee may require, prior to registering any such transfer of the Notes,
such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm 

  

 B-13 








 
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 of
1933. 
  

									
	Date:_______________________	 		 	 
		 		 	Your Signature
			
	Signature Guarantee:	 		 	
					
	Date:	 	 	 		 		 	 
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 		 	Signature of Signature Guarantee

  

 B-14 








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this 2015 Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

									
					
	Dated:	 	 	 		 		 	 
		 		 		 		 	NOTICE: To be executed by an executive officer

  

 B-15 








 [TO BE ATTACHED TO GLOBAL 2015 NOTES] 
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL 2015 NOTE 
 The initial principal amount
of this Global 2015 Note is $[            ]. The following increases or decreases in this Global 2015 Note have been made: 
  

									
	 Date of
Exchange
	  	Amount of decrease
in Principal Amount
of this Global 2015 Note	  	Amount of increase in
Principal Amount of
this Global 2015 Note	  	Principal amount of this
Global 2015 Note following
such decrease or increase	  	Signature of authorized
signatory of Trustee or
Securities Custodian

  

 B-16 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this 2015 Note purchased by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of Control) of the
Indenture, check the box: 
 Asset Sale   ̈
                    Change of Control   ̈ 
 If you want to elect to have only part of this 2015 Note purchased by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of
Control) of the Indenture, state the amount ($2,000 or an integral multiple of $1,000 in excess thereof): 
 $_________ 
  

									
					
	Date:	 	 	 		 	Your Signature:	 	 
		 		 		 		 	 (Sign exactly as your name appears
 on the
other side of this Note)


 Signature Guarantee: ____________________ 
 Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably
acceptable to the Trustee 
  

 B-17 








 EXHIBIT C 
 [Reserved] 
  

 C-1 








 EXHIBIT D 
 [FORM OF FACE OF EXCHANGE 2013 NOTE] 
 [Global Notes Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, 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 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. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 Each Definitive 2013 Note shall bear the following additional
legend: 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
  

 D-1 








 [FORM OF EXCHANGE 2013 NOTE] 
  

			
	 No.
	  	$_________

 8 1/2% Senior Note due 2013 
 CUSIP No. [        ] 
 ISIN No.
[        ] 
 INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a company incorporated under the laws of
Bermuda, promises to pay to [                    ], or registered assigns, the principal sum
[of                     Dollars] [listed on the Schedule of Increases or Decreases in Global 2013 Note attached hereto] on January 15,
2013. 
 Interest Payment Dates: January 15 and July 15. 
 Record Dates: January 1 and July 1. 
 Additional provisions of this 2013 Note are set forth on the other side of this Note. 
 IN WITNESS WHEREOF, the Issuer has caused
this instrument to be duly executed. 
  

	*/	If the 2013 Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit D captioned “TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL 2013 NOTE.” 

  

 D-2 









			
	INTELSAT SUBSIDIARY HOLDING COMPANY, LTD.
		
	By:	 	 
		 	 Name:
 Title:



 Dated: [        ] 
  

 D-3 









			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee, certifies that this is one of the 2013 Notes referred to in the Indenture.

		
	By:	 	 
		 	Authorized Signatory

  

 D-4 








 [FORM OF REVERSE SIDE OF EXCHANGE 2013 NOTE] 
 8 1/2% Senior Note due 2013 
  

	1.	Interest 

 (a) INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a company incorporated under the laws of Bermuda (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
“Issuer”), promises to pay interest on the principal amount of this 2013 Note at the rate per annum shown above. The Issuer shall pay interest semiannually on January 15 and July 15 of each year, commencing July 15,
2008.5 Interest on the 2013 Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for, from and including June 27, 20086 until the principal hereof is due. Interest shall be computed on the basis of
a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the 2013 Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
 (b) Registration Rights Agreement. The Holder of this 2013 Note is entitled to the benefits of a Registration Rights Agreement, dated as of
June 27, 2008, among the Issuer, the other parties thereto and the Initial Purchasers. 
  

	2.	Method of Payment 

 The Issuer shall pay interest on
the 2013 Notes to the Persons who are registered Holders at the close of business on the January 1 and July 1 next preceding the interest payment date even if 2013 Notes are canceled after the record date and on or before the interest
payment date (whether or not a Business Day). The Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts. Payments in respect of the 2013 Notes represented by a Global 2013 Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuer will make all payments in respect of a certificated 2013 Note (including principal, premium, if any, and interest), at the office of
each Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the 2013 Notes may also be made, in
the case of a Holder of at least $1,000,000 aggregate principal amount of 2013 Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or a Paying Agent to such effect designating such account no later than 10 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  

	 5
	 In the case of the Original Notes. 


  

	 6
	 In the case of the Original Notes. 


  

 D-5 









	3.	Paying Agent and Registrar 

 Initially, Wells Fargo
Bank, National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Issuer issued the 2015 Notes under
an Indenture dated as of June 27, 2008 (the “Indenture”), among the Issuer, the Guarantors named therein and the Trustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The 2013 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any
conflict between this Note and the Indenture, the terms of the Indenture shall govern. 
 The 2013 Notes are senior unsecured obligations of
the Issuer. This 2013 Note is one of the Exchange 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Exchange 2013 Notes issued in exchange for Initial 2013 Notes pursuant to the Indenture. The Initial
2013 Notes and any Exchange 2013 Notes, together with the Initial 2015 Notes and any Exchange 2015 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its
Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture
also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 
 To guarantee the due and punctual payment of the principal and interest, on the 2013 Notes and all other amounts payable by the Issuer under the
Indenture and the 2013 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally
guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture. 
  

	5.	Optional Redemption 

 Except as set forth in the
following two paragraphs and in Sections 3.09 and 3.10 of the Indenture, the 2013 Notes shall not be redeemable at the option of the Issuer prior to January 15, 2009. Thereafter, the 2013 Notes shall be redeemable at the option of the Issuer,
in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, to the
redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on January 15 of the years set forth
below: 
  

				
	 Year
	  	Redemption Price	 
	 2009
	  	104.250	%
	 2010
	  	102.125	%
	 2011 and thereafter
	  	100.000	%

  

 D-6 








 In addition, prior to January 15, 2009, the Issuer may redeem the 2013 Notes, at its option, in
whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the
2013 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest
payment date). 
 Notice of any redemption may be given prior to the completion thereof, and any such redemption or notice may, at the
Issuer’s discretion, be subject to one or more conditions precedent. 
  

	6.	Sinking Fund 

 The 2013 Notes are not subject to any
mandatory sinking fund. 
  

	7.	Notice of Redemption 

 Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of 2013 Notes to be redeemed at his, her or its registered address. 2013 Notes in denominations larger than $2,000 may be
redeemed in part but only in whole multiples of $1,000 in excess thereof. If money sufficient to pay the redemption price of and accrued and unpaid interest on all 2013 Notes (or portions thereof) to be redeemed on the redemption date is deposited
with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such 2013 Notes (or such portions thereof) called for redemption. 
  

	8.	Repurchase of 2013 Notes at the Option of Holders upon Change of Control and Asset Sales 

 Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Issuer to repurchase all or any part of such Holder’s 2013 Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders
of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase 2013 Notes upon the occurrence of certain events. 
  

	9.	Denominations; Transfer; Exchange 

 The 2013 Notes
are in registered form, without coupons, in denominations of $2,000 and whole multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of 2013 Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not


  

 D-7 








 
register the transfer of or exchange any 2013 Notes selected for redemption (except, in the case of a 2013 Note to be redeemed in part, the portion of the
2013 Note not to be redeemed) or to transfer or exchange any 2013 Notes for a period of 15 days prior to a selection of 2013 Notes to be redeemed. 
  

	10.	Persons Deemed Owners 

 The registered Holder of
this 2013 Note shall be treated as the owner of it for all purposes. 
  

	11.	Unclaimed Money 

 If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at its written request, subject to any abandoned property law. After any such payment, the Holders entitled to the money
must look to the Issuer for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies. 
  

	12.	Discharge and Defeasance 

 Subject to certain
conditions, the Issuer at any time may terminate some of or all its obligations under the 2013 Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, and interest on the
2013 Notes to redemption, or maturity, as the case may be. 
  

	13.	Amendment, Waiver 

 Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting as a single class) and (ii) any past
default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes; provided, however, that if any amendment, waiver or other modification
will only affect the 2013 Notes or the 2015 Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding 2013 Notes or 2015 Notes (and not the consent of the Holders of at least a majority of all Notes),
as the case may be, shall be required. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer and the Trustee may amend this Indenture or the Notes (provided that the Issuer need not act to
amend this Indenture to add Subsidiary Guarantors on the Issue Date): (i) to cure any ambiguity, omission, defect or inconsistency, (ii) to comply with Article 5 of the Indenture, (iii) to provide for uncertificated Notes in addition
to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in
Section 163(f)(2)(B) of the Code, (iv) to add Guarantees with respect to the Notes or to secure the Notes, (v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right
or power herein conferred upon the Issuer or any Parent of the Issuer, (vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA, (vii) to effect any provision of this Indenture (including to
release any Guarantees in accordance with the terms of this Indenture), (viii) to make any change that does not adversely affect the rights of any Holder, or (ix) to provide for the issuance of the Exchange Notes or Additional Notes.

  

 D-8 









	14.	Defaults and Remedies 

 If an Event of Default
occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes, in each
case, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of
the Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of
a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the
Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue
any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Notes have
requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within
60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within
such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly
prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action. 
  

	15.	Trustee Dealings with the Issuer 

 Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates
and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. 
  

	16.	No Recourse Against Others 

 No director, officer,
employee, incorporator or holder of any equity interests in the Issuer (other than Holdings) or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or the Guarantors
under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. 
  

 D-9 









	17.	Authentication 

 This 2013 Note shall not be valid
until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this 2013 Note. 
  

	18.	Abbreviations 

 Customary abbreviations may be used
in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act). 
  

	19.	Governing Law 

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

	20.	CUSIP Numbers, ISINs and Common Codes 

 The Issuer
has caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. 
  

 D-10 








 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
 I or we assign and transfer this Note to: 

	
	
	 
	 (Print or type assignee’s name, address and zip code)

	
	 
	 (Insert assignee’s soc. sec. or tax I.D. No.)

	
	and irrevocably appoint                      agent to transfer this Note on the
books of the Issuer. The agent may substitute another to act for him.


					
			
	Date: _______________	 	 Your Signature:
	 	 
	
	 
	Sign exactly as your name appears on the other side of this Note.

 Signature Guarantee: 
  

									
					
	Date:	 	 	 		 		 	 
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 		 	Signature of Signature Guarantee

  

 D-11 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 
 REGISTRATION OF TRANSFER RESTRICTED 2013 NOTES 
 This certificate relates to
$             principal amount of 2013 Notes held in (check applicable space)          book-entry or
         definitive form by the undersigned. 
 The undersigned (check one box below): 
  

			
	 ̈	  	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global 2013 Note held by the Depository a 2013 Note in definitive, registered form of
authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global 2013 Note (or the portion thereof indicated above);
		
	 ̈	  	has requested the Trustee by written order to exchange or register the transfer of a 2013 Note.

 In connection with any transfer of any of the 2013 Notes evidenced by this certificate occurring prior to the
expiration of the period referred to in Rule 144 under the Securities Act, the undersigned confirms that such 2013 Notes are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

						
	(1)	  	 ̈	 	  	to the Issuer; or
			
	(2)	  	 ̈	 	  	to the Registrar for registration in the name of the Holder, without transfer; or
			
	(3)	  	 ̈	 	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	(4)	  	 ̈	 	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	(5)	  	 ̈	 	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such
Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	(6)	  	 ̈	 	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing
certain representations and agreements; or
			
	(7)	  	 ̈	 	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Trustee may require, prior to registering any such transfer of the Notes,
such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm 

  

 D-12 








 
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 of
1933. 
  

									
	Date:	 	___________________	 		 		 	 
		 		 		 		 	Your Signature
				
	Signature Guarantee:	 		 		 	
					
	Date:	 	 	 		 		 	 
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 		 	Signature of Signature Guarantee

  

 D-13 








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this 2013 Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

									
	Dated:	 	 	 		 	 
		 		 		 	NOTICE:	 	To be executed by an executive officer

  

 D-14 








 [TO BE ATTACHED TO GLOBAL 2013 NOTES] 
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL 2013 NOTE 
 The initial principal amount
of this Global 2013 Note is $[            ]. The following increases or decreases in this Global 2013 Note have been made: 
  

									
	Date of
Exchange	  	Amount of decrease
in Principal Amount of
this Global 2013
Note	  	Amount of increase in
Principal Amount of
this Global 2013 Note	  	Principal amount of this
Global 2013 Note following
such decrease or increase	  	Signature of authorized
signatory of Trustee or
Securities Custodian

  

 D-15 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this 2013 Note purchased by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of Control) of the
Indenture, check the box: 
 Asset Sale   ̈    Change of
Control   ̈ 
 If you want to elect to have only part of this 2013 Note purchased
by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or an integral multiple of $1,000 in excess thereof): 
 $                        

  

									
					
	Date:	 	 	 		 	Your Signature:	 	 
		 		 		 		 	(Sign exactly as your name appears on the other side of this Note)

 Signature Guarantee: ________________________________ 
 Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably
acceptable to the Trustee 
  

 D-16 








 EXHIBIT E 
 [FORM OF FACE OF EXCHANGE 2015 NOTE] 
 [Global Notes Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, 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 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. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 Each Definitive 2015 Note shall bear the following additional
legend: 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
  

 E-1 








 [FORM OF EXCHANGE 2015 NOTE] 
  

			
	No.	  	$__________

 8 7/8% Senior Note due 2015 
 CUSIP No. [            ] 
 ISIN
No. [            ] 
 INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a company
incorporated under the laws of Bermuda, promises to pay to [            ], or registered assigns, the principal sum [of
             Dollars] [listed on the Schedule of Increases or Decreases in Global 2015 Note attached hereto] on January 15, 2015. 
 Interest Payment Dates: January 15 and July 15. 
 Record Dates: January 1 and July 1. 
 Additional provisions of this 2015 Note are set forth on the
other side of this Note. 
 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 
  

	*/	If the 2015 Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit E captioned “TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL 2015 NOTE.” 

  

 E-2 









			
	INTELSAT SUBSIDIARY HOLDING COMPANY, LTD.
		
	By:	 	 
		 	Name:
		 	Title:


 Dated: [            ] 
  

 E-3 









			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee, certifies that this is one of the 2015 Notes referred to in the Indenture.

		
	By:	 	 
		 	Authorized Signatory

  

 E-4 








 [FORM OF REVERSE SIDE OF EXCHANGE 2015 NOTE] 
 8 7/8% Senior Note due 2015 
  

	1.	Interest 

 (a) INTELSAT SUBSIDIARY HOLDING COMPANY, LTD., a company incorporated under the laws of Bermuda (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
“Issuer”), promises to pay interest on the principal amount of this 2015 Note at the rate per annum shown above. The Issuer shall pay interest semiannually on January 15 and July 15 of each year, commencing July 15,
2008.7 Interest on the 2015 Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for, from and including June 27, 20088 until the principal hereof is due. Interest shall be computed on the basis of
a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the 2015 Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
 (b) Registration Rights Agreement. The Holder of this 2015 Note is entitled to the benefits of a Registration Rights Agreement, dated as of
June 27, 2008, among the Issuer, the other parties thereto and the Initial Purchasers. 
  

	2.	Method of Payment 

 The Issuer shall pay interest on
the 2015 Notes to the Persons who are registered Holders at the close of business on the January 1 and July 1 next preceding the interest payment date even if 2015 Notes are canceled after the record date and on or before the interest
payment date (whether or not a Business Day). The Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts. Payments in respect of the 2015 Notes represented by a Global 2015 Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuer will make all payments in respect of a certificated 2015 Note (including principal, premium, if any, and interest), at the office of
each Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the 2015 Notes may also be made, in
the case of a Holder of at least $1,000,000 aggregate principal amount of 2015 Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or a Paying Agent to such effect designating such account no later than 10 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  

	 7
	 In the case of the Original Notes. 


  

	 8
	 In the case of the Original Notes. 


  

 E-5 









	3.	Paying Agent and Registrar 

 Initially, Wells Fargo
Bank, National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Issuer issued the 2015 Notes under
an Indenture dated as of June 27, 2008 (the “Indenture”), among the Issuer, the Guarantors named therein and the Trustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The 2015 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any
conflict between this Note and the Indenture, the terms of the Indenture shall govern. 
 The 2015 Notes are senior unsecured obligations of
the Issuer. This 2015 Note is one of the Exchange 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial 2015 Notes and any Exchange 2015 Notes issued in exchange for Initial 2015 Notes pursuant to the Indenture. The Initial
2015 Notes and any Exchange 2015 Notes, together with the Initial 2013 Notes and any Exchange 2013 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its
Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture
also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 
 To guarantee the due and punctual payment of the principal and interest, on the 2015 Notes and all other amounts payable by the Issuer under the
Indenture and the 2015 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2015 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally
guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture. 
  

	5.	Optional Redemption 

 Except as set forth in the
following two paragraphs and in Sections 3.09 and 3.10 of the Indenture, the 2015 Notes shall not be redeemable at the option of the Issuer prior to January 15, 2010. Thereafter, the 2015 Notes shall be redeemable at the option of the Issuer,
in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, to the
redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on January 15 of the years set forth
below: 
  

				
	 Year
	  	Redemption Price	 
	 2010
	  	104.438	%
	 2011
	  	102.958	%
	 2012
	  	101.479	%
	 2013 and thereafter
	  	100.000	%

  

 E-6 








 In addition, prior to January 15, 2010, the Issuer may redeem the 2015 Notes at its option, in whole
at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the 2015
Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment
date). 
 Notice of any redemption may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s
discretion, be subject to one or more conditions precedent. 
  

	6.	Sinking Fund 

 The 2015 Notes are not subject to any
mandatory sinking fund. 
  

	7.	Notice of Redemption 

 Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of 2015 Notes to be redeemed at his, her or its registered address. 2015 Notes in denominations larger than $2,000 may be
redeemed in part but only in whole multiples of $1,000 in excess thereof. If money sufficient to pay the redemption price of and accrued and unpaid interest on all 2015 Notes (or portions thereof) to be redeemed on the redemption date is deposited
with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such 2015 Notes (or such portions thereof) called for redemption. 
  

	8.	Repurchase of 2015 Notes at the Option of Holders upon Change of Control and Asset Sales 

 Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Issuer to repurchase all or any part of such Holder’s 2015 Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders
of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase 2015 Notes upon the occurrence of certain events. 
  

	9.	Denominations; Transfer; Exchange 

 The 2015 Notes
are in registered form, without coupons, in denominations of $2,000 and whole multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of 2015 Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer 

  

 E-7 








 
documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any 2015 Notes
selected for redemption (except, in the case of a 2015 Note to be redeemed in part, the portion of the 2015 Note not to be redeemed) or to transfer or exchange any 2015 Notes for a period of 15 days prior to a selection of 2015 Notes to be
redeemed. 
  

	10.	Persons Deemed Owners 

 The registered Holder of
this 2015 Note shall be treated as the owner of it for all purposes. 
  

	11.	Unclaimed Money 

 If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at its written request, subject to any abandoned property law. After any such payment, the Holders entitled to the money
must look to the Issuer for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies. 
  

	12.	Discharge and Defeasance 

 Subject to certain
conditions, the Issuer at any time may terminate some of or all its obligations under the 2015 Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, and interest on the
2015 Notes to redemption, or maturity, as the case may be. 
  

	13.	Amendment, Waiver 

 Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting as a single class) and (ii) any past
default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes; provided, however, that if any amendment, waiver or other modification
will only affect the 2013 Notes or the 2015 Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding 2013 Notes or 2015 Notes (and not the consent of the Holders of at least a majority of all Notes),
as the case may be, shall be required. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer and the Trustee may amend this Indenture or the Notes (provided that the Issuer need not act to
amend this Indenture to add Subsidiary Guarantors on the Issue Date): (i) to cure any ambiguity, omission, defect or inconsistency, (ii) to comply with Article 5 of the Indenture, (iii) to provide for uncertificated Notes in addition
to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in
Section 163(f)(2)(B) of the Code, (iv) to add Guarantees with respect to the Notes or to secure the Notes, (v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right
or power herein conferred upon the Issuer or any Parent of the Issuer, (vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA, (vii) to effect any provision of this Indenture (including to
release any Guarantees in accordance with the terms of this Indenture), (viii) to make any change that does not adversely affect the rights of any Holder, or (ix) to provide for the issuance of the Exchange Notes or Additional Notes.

  

 E-8 









	14.	Defaults and Remedies 

 If an Event of Default
occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes, in each
case, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of
the Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of
a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the
Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue
any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Notes have
requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within
60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within
such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly
prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action. 
  

	15.	Trustee Dealings with the Issuer 

 Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates
and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. 
  

	16.	No Recourse Against Others 

 No director, officer,
employee, incorporator or holder of any equity interests in the Issuer (other than Holdings) or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or the Guarantors
under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. 
  

 E-9 









	17.	Authentication 

 This 2015 Note shall not be valid
until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this 2015 Note. 
  

	18.	Abbreviations 

 Customary abbreviations may be used
in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act). 
  

	19.	Governing Law 

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

	20.	CUSIP Numbers, ISINs and Common Codes 

 The Issuer
has caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. 
  

 E-10 








 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
 I or we assign and transfer this Note to: 
   
  
 (Print or type assignee’s name, address and zip code) 
   
  
 (Insert
assignee’s soc. sec. or tax I.D. No.) 
 and irrevocably
appoint                      agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for
him. 
  

									
	Date:	 	 	 		 	Your Signature:	 	 
		 		 		 		 	(Sign exactly as your name appears on the other side of this Note.)

  

									
	Signature Guarantee:	 		 	
					
	Date:	 	 	 		 		 	 
	 Signature must be guaranteed by a
 participant in a recognized signature
 guaranty medallion program or other
 signature guarantor program reasonably
 acceptable to the Trustee
	 		 		 	Signature of Signature Guarantee

  

 E-11 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 
 REGISTRATION OF TRANSFER RESTRICTED 2015 NOTES 
 This certificate relates to
$             principal amount of 2015 Notes held in (check applicable space)              book-entry or
             definitive form by the undersigned. 
 The undersigned (check one box below):

  

	 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global 2015 Note held by the Depository a 2015 Note in definitive, registered
form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global 2015 Note (or the portion thereof indicated above); 

  

	 ̈	has requested the Trustee by written order to exchange or register the transfer of a 2015 Note. 

 In connection with any transfer of any of the 2015 Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act, the undersigned
confirms that such 2015 Notes are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

					
	(1)	  	 ̈	  	to the Issuer; or
			
	(2)	  	 ̈	  	to the Registrar for registration in the name of the Holder, without transfer; or
			
	(3)	  	 ̈	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	(4)	  	 ̈	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	(5)	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such
Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	(6)	  	 ̈	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing
certain representations and agreements; or
			
	(7)	  	 ̈	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Trustee may require, prior to registering any such transfer of the Notes,
such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm 

  

 E-12 








 
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 of
1933. 
  

									
	Date:	 	 	 		 		 	 
		 		 		 		 	Your Signature

  

									
	Signature Guarantee:	 		 	
					
	Date:	 	 	 		 		 	 
	 Signature must be guaranteed by a
 participant in a recognized signature
 guaranty medallion program or other
 signature guarantor program reasonably
 acceptable to the Trustee
	 		 		 	Signature of Signature Guarantee

  

 E-13 








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this 2015 Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

									
	Dated:	 	 	 		 	 
		 		 		 	NOTICE:	 	To be executed by an executive officer

  

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 [TO BE ATTACHED TO GLOBAL 2015 NOTES] 
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL 2015 NOTE 
 The initial principal amount
of this Global 2015 Note is $[            ]. The following increases or decreases in this Global 2015 Note have been made: 
  

									
	 Date of
Exchange
	  	 Amount of decrease
in Principal Amount
of this Global
2015
Note
	  	 Amount of increase in
Principal Amount of
this Global 2015 Note

	  	 Principal amount of this
Global 2015 Note following
such decrease
or increase
	  	 Signature of authorized
signatory of Trustee or
Securities
Custodian


  

 E-15 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this 2015 Note purchased by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of Control) of the
Indenture, check the box: 
 Asset Sale   ̈    Change of
Control   ̈ 
 If you want to elect to have only part of this 2015 Note purchased
by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or an integral multiple of $1,000 in excess thereof): 
 $                        

  

									
	Date:	 	 	 		 	Your Signature:	 	 
		 		 		 		 	(Sign exactly as your name appears on the other side of this Note)

 Signature Guarantee: _________________________________________ 
 Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably
acceptable to the Trustee 
  

 E-16 








 EXHIBIT F 
 [Reserved] 
  

 F-1 








 EXHIBIT G 
 Form of 
 Transferee Letter of Representation – 2013 Notes 
 INTELSAT SUBSIDIARY HOLDING COMPANY, LTD 
 c/o Wells Fargo Bank, National
Association 
 45 Broadway, 14th Floor 
 New York, NY 10006-3007 
 Ladies and Gentlemen: 
 This certificate is delivered to request a transfer of
$[            ] principal amount of the 8 1/2% Senior Notes due 2013 (the “Notes”) of INTELSAT SUBSIDIARY HOLDING COMPANY, LTD. (the “Issuer”).

 Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 
 Name:                                      
   
 Address:                                    

 Taxpayer ID Number:               
 The undersigned represents and warrants to you that: 
 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for
our own account or for the account of such an institutional “accredited investor” at least $[            ] principal amount of the Notes, and we are acquiring the Notes not with a
view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in
the Notes, and we invest in or purchase Notes similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 
 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the
following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue
and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuer, (b) pursuant to a
registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act that is purchasing for its own account or for the account 

  

 G-1 








 
of such an institutional “accredited investor,” or (f) pursuant to any other available exemption from the registration requirements of the
Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any
applicable state Notes laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to
the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (d), (e) or (f)
above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee. 
  

									
	Dated:	 	 	 		 	TRANSFEREE:	 	________________________________________,
				
		 		 		 	 by ______________________________________________


  

 G-2 








 EXHIBIT H 
 Form of 
 Transferee Letter of Representation – 2015 Notes 
 INTELSAT SUBSIDIARY HOLDING COMPANY, LTD 
 c/o Wells Fargo Bank, National
Association 
 45 Broadway, 14th Floor 
 New York, NY 10006-3007 
 Ladies and Gentlemen: 
 This certificate is delivered to request a transfer of
$[            ] principal amount of the 8 7/8% Senior Notes due 2015 (the “Notes”) of INTELSAT SUBSIDIARY HOLDING COMPANY, LTD. (the “Issuer”).

 Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 
 Name:                                     

Address:                                 
 Taxpayer ID Number:             
 The undersigned represents and warrants to you that: 
 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for
our own account or for the account of such an institutional “accredited investor” at least $[            ] principal amount of the Notes, and we are acquiring the Notes not with a
view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in
the Notes, and we invest in or purchase Notes similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 
 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the
following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue
and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuer, (b) pursuant to a
registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act that is purchasing for its own account or for the account 

  

 H-1 








 
of such an institutional “accredited investor,” or (f) pursuant to any other available exemption from the registration requirements of the
Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any
applicable state Notes laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to
the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (d), (e) or (f)
above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee. 
  

									
	Dated:	 	 	 		 	TRANSFEREE:	 	________________________________________,
				
		 		 		 	 by ______________________________________________


  

 H-2 








 EXHIBIT I 
 [Reserved] 
  

 I-1 








 EXHIBIT J 
 [FORM OF SUPPLEMENTAL INDENTURE] 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”)
dated as of [            ], among [GUARANTOR] (the “New Guarantor”), a subsidiary of INTELSAT SUBSIDIARY HOLDING COMPANY, LTD. (or its successor), a Delaware corporation
(the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”). 
 W I T N E S S E T H : 
 WHEREAS the Issuer and the existing Guarantor(s) have
heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of June 27, 2008, providing for the issuance of the Issuer’s 8 1/2% Senior Notes
due 2013 (the “2013 Notes”) and 8 7/8% Senior Notes due 2015 (the “2015 Notes” and, together with the 2013 Notes, the “Notes”), initially in the aggregate principal amount of $883,346,000 and
$681,012,000, respectively; 
 WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to
cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuer’s obligations under the Notes pursuant to a Guarantee on the terms and
conditions set forth herein; and 
 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to
execute and deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as
therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words
“herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
 2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally
guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes applying to a Guarantor and
to perform all of the obligations and agreements of a Guarantor under the Indenture. 
 3. Notices. All notices or other
communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture. 
 4. Ratification of Indenture;
Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
  

 J-1 








 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 6. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture. 
 7. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 8. Effect of
Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. 
  

 J-2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the date first above written. 
  

			
	[NEW GUARANTOR]
		
	By:	 	 
		 	Name:
		 	Title:


  

 J-3 









			
	INTELSAT SUBSIDIARY HOLDING COMPANY, LTD.
		
	By:	 	 
		 	Name:
		 	Title:


  

 J-4 









			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	 
		 	Name:
		 	Title:


  

 J-5