Amendment No. 1 to the Amended and Restated Intelsat Global



 Exhibit 10.5 
 AMENDMENT NO. 1 TO THE 
 AMENDED AND RESTATED INTELSAT GLOBAL,
LTD. 
 2008 SHARE INCENTIVE PLAN 
 This Amendment No. 1 (this “Amendment”) to the Amended and Restated Intelsat Global, Ltd. 2008 Share Incentive Plan (the “Plan”) is made as of March 30, 2012.

 R E C I T A L S 
 WHEREAS, prior to the date of this Amendment, (i) Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.), a Luxembourg société anonyme, RCS Luxembourg B149927 (“Intelsat
Global”) has formed Intelsat Global Holdings S.A., a Luxembourg société anonyme, RCS Luxembourg B162135 (“Intelsat Global Holdings”), as a wholly-owned subsidiary of Intelsat Global and
(ii) Intelsat Global Holdings has formed a new intermediate holding company, Intelsat Investment Holdings S.àr.l., RCS Luxembourg B162240, (“Intelsat IntermediateCo”), to hold all of the outstanding shares of Intelsat
Global Holdings’ subsidiaries; 
 WHEREAS, concurrently with the entry into this Amendment, Intelsat Global Holdings and
all of the shareholders of Intelsat Global (including the Shareholders) are entering into certain contribution agreements, pursuant to which such shareholders are contributing their Class A common shares, nominal value $0.01 per share, of
Intelsat Global and Class B common shares, nominal value $0.01 per share, of Intelsat Global to Intelsat Global Holdings in exchange for Class A common shares, nominal value $0.01 per share, of Intelsat Global Holdings and Class B common
shares, nominal value $0.01 per share, of Intelsat Global Holdings, all on the terms and conditions set forth in such contribution agreements (the “Transaction”); 

WHEREAS, in connection with the Transaction, the Board of Directors of Intelsat Global (the “Board”) and the Board of
Directors of Intelsat Global Holdings wish to amend the Plan and to provide for the assignment of the Plan from Intelsat Global to Intelsat Global Holdings; and 
 WHEREAS, Section 13(a) of the Plan generally permits the Board to amend the Plan or any portion thereof at any time. 
 NOW, THEREFORE, in consideration of the foregoing recitals, and in consideration of the promises and covenants set forth herein, by resolution of the Board, the Plan is amended as of the Amendment
Effective Date as follows: 
 A G R E E M E N T 

1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings given them
in the Plan (for the avoidance of doubt, as applicable, as amended by this Amendment). 
 2. Assignment and Assumption to
Intelsat Global Holdings. 
 2.1 Assignment. Effective as of the Amendment Effective Date, Intelsat Global agrees to
transfer, convey and assign to Intelsat Global Holdings all of Intelsat Global’s obligations, liabilities, rights, title and interest in the Plan and Grant Agreements, as amended hereby. 







 2.2 Assumption of Obligations. Effective as of the Amendment Effective Date, Intelsat
Global Holdings hereby assumes and agrees to accept the transfer, conveyance and assignment of the Plan and Grant Agreements, as amended hereby, and hereby assumes all obligations, liabilities, rights, title and interest of Intelsat Global with
respect to the Plan and Grant Agreements, as amended hereby. 
 2.3 Release of Intelsat Global. Effective as of the
Amendment Effective Date, Intelsat Global Holdings releases Intelsat Global from any obligations and liabilities relating to the Plan and Grant Agreements, as amended hereby. 
 3. Amendment. 
 Upon the occurrence of the Amendment Effective Date, the
following amendments are hereby made to the Plan and all outstanding Grant Agreements, with full force and effect as of the Amendment Effective Date: 
 3.1 References to Intelsat Global, Ltd. All references to “Intelsat Global, Ltd.” are hereby replaced with “Intelsat Global Holdings S.A.” Furthermore, the defined term
“the Company” shall be deemed to refer to Intelsat Global Holdings, as its legal name may be changed from time to time. 
 3.2 References to BC Investors. All references to “BC Investors” are hereby replaced with “BC Investor.” 

4. Condition to Amendment. The effectiveness of this Amendment is subject to the consummation of the Transaction (such time and
date of consummation, the “Amendment Effective Date”). 
 5. Miscellaneous. 

5.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of Bermuda. 

5.2 Counterparts. This Amendment may be executed in two or more counterparts (including by facsimile or pdf format), each of which
shall be deemed an original and all of which together shall be considered one and the same agreement. 
 5.3
Severability. In the event that any part or parts of this Amendment shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this
Amendment which shall remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent. 

  
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 5.4 Successors and Assigns. This Amendment shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties. 
 5.5 Other. Except as expressly amended hereby, the
Plan shall in all respects continue in full force and effect. 
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 * * * * * 

I hereby certify that this Amendment was adopted by the Board of Directors of Intelsat Global S.A. on August 25, 2011. 

 

	
	 /s/ Phillip L. Spector

	 By: Phillip L. Spector

	 Title: Executive Vice President and

General Counsel



 * * * * * 

I hereby certify that this Amendment was adopted by the Board of Directors of Intelsat Global Holdings S.A. on August 25, 2011.

  

	
	 /s/ Phillip L. Spector

	By: Phillip L. Spector
	 Title: Executive Vice President and
 General Counsel










 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
above written. 
  

			
	INTELSAT GLOBAL S.A.
		
	 By:
	 	 /s/ Phillip L. Spector

		 	 Name: Phillip L. Spector

		 	Title: Executive Vice President and General Counsel


  

			
	INTELSAT GLOBAL HOLDINGS S.A.
		
	 By:
	 	 /s/ Phillip L. Spector

		 	 Name: Phillip L. Spector

		 	Title: Executive Vice President and General Counsel