**Exhibit 2.8**

 

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of March 3, 2005, among Intelsat (Bermuda), Ltd., acompany organized under the laws of Bermuda (the “New Guarantor”), Intelsat Subsidiary Holding Company, Ltd., a company organized under the laws of Bermuda (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 Intelsat (Bermuda), Ltd. as it existed prior to the Transfer described below (“Intelsat Bermuda”) and Intelsat, Ltd. have heretofore executed and delivered to the Trustee an Indenture (asamended, supplemented or otherwise modified, the “Indenture”) dated as of January 28, 2005, providing for the issuance of 81⁄4% Senior Notes due 2013, 8 5/8% Senior Notes due 2015 and Senior Floating Rate Notes due 2012 (collectively, the “Notes”), initially in the aggregate principal amount of $875,000,000,$675,000,000 and $1,000,000,000, respectively; 

 

WHEREASthe Subsidiary Guarantors have heretofore executed and delivered to the Trustee a supplemental indenture dated as of January 28, 2005, providing for their guarantee of the Notes; 

 

WHEREAS prior hereto Intelsat Bermuda transferred its assets and liabilities to the Issuer (the“Transfer”); 

 

WHEREAS Intelsat Bermuda, theIssuer, Intelsat, Ltd. and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee a Second Supplemental Indenture dated as of March 3, 2005, whereby the Issuer assumed all of Intelsat Bermuda’s obligations under theIndenture and the Notes, and Intelsat, Ltd. and the Subsidiary Guarantors confirmed that each of their guarantees applies to the Issuer’s obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in theIndenture and the Notes; 

 

WHEREAS the New Guarantor desires toexecute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuer’s obligations under the Indenture and the Notes pursuant to a Guarantee on the terms andconditions set forth herein; 

 

WHEREAS the Indenture providesthat in connection with this Third 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 theTrustee on the date hereof; and 

 

WHEREAS pursuant to Section9.01 of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this Third Supplemental Indenture; 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt 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 Third Supplemental Indenture,capitalized terms defined in the Indenture and not otherwise defined herein have the meanings assigned such terms in the Indenture. The words “herein,” “hereof” and hereby and other words of similar import used in this ThirdSupplemental Indenture refer to this Third 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, to unconditionally guarantee theIssuer’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 performall of the obligations and agreements of a Guarantor under the Indenture; provided, that the Issuer may, upon notice to the Trustee, automatically release and discharge the New Guarantor’s Guarantee if and for so long as the newGuarantor was not obligated to become a Guarantor pursuant to the terms of the Indenture. 

 

3. Notices. All notices or other communications to the New Guarantor shall be in writing and delivered in person, via facsimile or mailed by first-class mail addressed as follows, with copies as provided inSection 11.02 of the Indenture: ****

 

Intelsat (Bermuda),Ltd. 

c/o Intelsat, Ltd. 

Wellesley House North, 2nd Floor 

90 Pitts Bay Road 

Pembroke, Bermuda HM 08

 

4. Ratification of Indenture; Supplemental Indentures Partof 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 Third Supplemental Indenture shall form apart 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 THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.**

 

6. Trustee Makes No Representation. TheTrustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture. 

 

7. Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all ofthem together represent the same agreement. 

 

8. Effect ofHeadings. The Section headings herein are for convenience only and shall not effect the construction thereof. 

 

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

 

INTELSAT (BERMUDA), LTD.
By:    
Name:
  
Title:

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

 

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WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
By:    
Name:
  
Title:

 

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