Second Supplemental Indenture - Intelsat Jackson Holdings/Wells Fargo Bank



 Exhibit 4.5 
 SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of January 12, 2011, among Intelsat (Gibraltar) Limited, a company incorporated under the laws of
Gibraltar, Intelsat (Luxembourg) Finance Company S.à r.l., a société à responsibilité limitée organized under the laws of Luxembourg, Intelsat Operations S.A. and Intelsat Phoenix Holdings S.A., each
a société anonyme organized under the laws of Luxembourg, and each of the entities listed on Schedules I and II hereto (collectively, the “New Guarantors”), each of the New Guarantors being a subsidiary of
INTELSAT JACKSON HOLDINGS S.A. (f/k/a Intelsat Jackson Holdings, Ltd.), a société anonyme existing under the laws of Luxembourg (the “Issuer”), 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 Guarantors have heretofore executed and delivered to the Trustee an
Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of October 20, 2009, providing for the issuance of the Issuer’s 8 1/2% Senior Notes due 2019 (the “Notes”),
initially in the aggregate principal amount of $500,000,000; 
 WHEREAS Section 4.11 of the Indenture provides that
under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each of the New Guarantors shall unconditionally guarantee all the Issuer’s
obligations pursuant to a Guarantee on the terms and conditions set forth herein; 
 WHEREAS the New Guarantors desire to
execute and deliver to the Trustee this Second Supplemental Indenture pursuant to which each of the New Guarantors shall unconditionally guarantee all the Issuer’s obligations under the Notes pursuant to a Guarantee on the terms and conditions
set forth herein; 
 WHEREAS the Indenture provides that in connection with this Second Supplemental Indenture, the Issuer shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, and such Officers’ Certificate and Opinion of Counsel have been delivered to the Trustee on the date hereof; and 

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Second
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 Guarantors, 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 Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals
hereto are used herein as therein defined, except that the term “Holders” in this Second 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 Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to
any particular section hereof. 







 2. Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and
severally with all existing Guarantors, 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 Guarantors 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 Second 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. 
 5. Governing Law. THIS SECOND
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 Second Supplemental Indenture. 
 7. Counterparts. The parties may sign any number of copies of this Second 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. 

  
 -2-









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

			
	EXECUTED as a deed by
	INTELSAT (GIBRALTAR) LIMITED acting by:
	
	 /s/ Louis B. Triay

	Name: Louis B. Triay
	Title: Director
	
	 /s/ Tristan Cano

	Name: Tristan Cano
	Title: Director
	
	INTELSAT (LUXEMBOURG) FINANCE COMPANY S.À R.L.
		
	By:	 	 /s/ Simon Van de Weg

		 	Name: Simon Van de Weg
		 	Title: Manager
	
	INTELSAT OPERATIONS S.A.
		
	By:	 	 /s/ Simon Van de Weg

		 	Name: Simon Van de Weg
		 	Title: Director and Secretary
	
	INTELSAT PHOENIX HOLDINGS S.A.
		
	By:	 	 /s/ Simon Van de Weg

		 	Name: Simon Van de Weg
		 	Title: Director and Secretary









  

			
	EACH OF THE ENTITIES LISTED ON SCHEDULE I HERETO
		
	By:	 	 /s/ Patricia Casey

		 	Name: Patricia Casey
		 	Title: Director or Manager
	
	EACH OF THE ENTITIES LISTED ON SCHEDULE II HERETO
		
	By:	 	 /s/ Phillip Spector

		 	Name: Phillip Spector
		 	Title: Director
	
	INTELSAT JACKSON HOLDINGS S.A.
		
	By:	 	 /s/ Simon Van de Weg

		 	Name: Simon Van de Weg
		 	Title: Director and Secretary









  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Raymond Delli Colli

		 	Name: Raymond Delli Colli
		 	Title: Vice President









 Schedule I 
 New Guarantors 
  

					
	 No.
	  	 Entity
	  	Jurisdiction of
Incorporation/Formation
			
	1.	  	AccessPAS, Inc.	  	Delaware
			
	2.	  	Galaxy 3C Holding Company, Inc.	  	Delaware
			
	3.	  	Galaxy 11 Holding Company, Inc.	  	Delaware
			
	4.	  	Galaxy 12 Holding Company, Inc.	  	Delaware
			
	5.	  	Galaxy 13 Holding Company, Inc.	  	Delaware
			
	6.	  	Galaxy 14 Holding Company, Inc.	  	Delaware
			
	7.	  	Galaxy 15 Holding Company, Inc.	  	Delaware
			
	8.	  	Galaxy 16 Holding Company, Inc.	  	Delaware
			
	9.	  	Galaxy 17 Holding Company, Inc.	  	Delaware
			
	10.	  	Galaxy 18 Holding Company, Inc.	  	Delaware
			
	11.	  	Intelsat Asia Carrier Services, Inc.	  	Delaware
			
	12.	  	Intelsat Corporation	  	Delaware
			
	13.	  	Intelsat Global Service LLC	  	Delaware
			
	14.	  	Intelsat International Employment, Inc.	  	Delaware
			
	15.	  	Intelsat International Systems LLC	  	Delaware
			
	16.	  	Intelsat Service and Equipment Corporation	  	Delaware
			
	17.	  	Intelsat USA License LLC	  	Delaware









					
	 No.
	  	 Entity
	  	Jurisdiction of
Incorporation/Formation
			
	18.	  	Intelsat USA Sales LLC	  	Delaware
			
	19.	  	IS 11 Holding Company, Inc.	  	Delaware
			
	20.	  	IS 14 Holding Company, Inc.	  	Delaware
			
	21.	  	PanAmSat Capital Corporation	  	Delaware
			
	22.	  	PanAmSat Communications Japan, Inc.	  	California
			
	23.	  	PanAmSat Europe Corporation	  	Delaware
			
	24.	  	PanAmSat India Marketing, L.L.C.	  	Delaware
			
	25.	  	PanAmSat India, Inc.	  	Delaware
			
	26.	  	PanAmSat International Holdings, LLC	  	Delaware
			
	27.	  	PanAmSat International Sales, Inc.	  	Delaware
			
	28.	  	PanAmSat International Systems Marketing, L.L.C.	  	Delaware
			
	29.	  	PanAmSat Services, Inc.	  	Delaware
			
	30.	  	PAS 1R Holding Company, Inc.	  	Delaware
			
	31.	  	PAS 5 Holding Company, Inc.	  	Delaware
			
	32.	  	PAS 7 Holding Company, Inc.	  	Delaware
			
	33.	  	PAS 8 Holding Company, Inc.	  	Delaware
			
	34.	  	PAS 9 Holding Company, Inc.	  	Delaware
			
	35.	  	PAS 10 Holding Company, Inc.	  	Delaware









					
	 No.
	  	 Entity
	  	Jurisdiction of
Incorporation/Formation
			
	36.	  	PAS International LLC	  	Delaware
			
	37.	  	Southern Satellite Corp.	  	Connecticut
			
	38.	  	Southern Satellite Licensee Corporation	  	Delaware
			
	39.	  	USHI, LLC	  	Delaware








 Schedule II 
 New Guarantors 
  

					
	 No.
	  	 Entity
	  	Jurisdiction of
Formation or
Existence
			
	1.	  	Intelsat Holdings LLC	  	Delaware
			
	2.	  	Intelsat License Holdings LLC	  	Delaware
			
	3.	  	Intelsat License LLC	  	Delaware
			
	4.	  	Intelsat Satellite LLC	  	Delaware
			
	5.	  	Intelsat Intermediate Holding Company S.A.	  	Luxembourg