**Exhibit 4.37**
**AMENDING AGREEMENT — SHARE PURCHASE AGREEMENT**
     **THIS AMENDING AGREEMENT — SHARE PURCHASE AGREEMENT**dated with effect asof the 11th day of March, 2004.
**B E T W E E N:**    **TELEGLOBE INC**., a corporation incorporated pursuant tothe laws of Canada   (hereinafter referred to as “**TGO**”),
**OF THE FIRST PART**
- and -    **INTELSAT GLOBAL SALES & MARKETING LTD.**, a companyincorporated pursuant to the laws of England and Wales   (hereinafter referred to as “**Global**”)
**OF THE SECOND PART**
**WHEREAS:**
A. On May 15, 2002, TGO filed for creditor protection (the “**CanadianInsolvency Proceedings**”) under the *Companies’ Creditors Arrangement Act*(Canada) with the Ontario Superior Court of Justice. B. The parties hereto have entered into a Share Purchase Agreement dated asof the 21st day of August, 2002 (the “**Instrument**”). C. The share certificate(s) described in the Instrument representing certainordinary shares of Intelsat, Ltd. (“**Intelsat**”), a Bermuda company, havebeen deposited with Ernst & Young Inc. (the “**Escrow Agent**”), a Canadianfederal corporation, pursuant to an Escrow Agreement among TGO, Global andthe Escrow Agent dated as of the 20th day of September, 2002 (the “**EscrowAgreement**”). D. In certain circumstances, the Instrument requires a determination of thevalue of the ordinary shares of Intelsat. E. Intelsat did not effect a Distribution (as defined in the Instrument) byDecember 31, 2003, and the Instrument provides for the appointment of avaluator to determine the value of the shares. F. Intelsat intends to make a distribution of its ordinary shares to thepublic and shall make the Initial Filing (as hereinafter defined) on March12, 2004 or shortly thereafter.
 

 

G. The parties hereto wish to change the method of valuation of the saidordinary shares for certain purposes under the Instrument and,accordingly, wish to amend the Instrument and the Escrow Agreement toprovide that the value shall not be determined by an independent valuatorbut instead shall be an amount which is 10% less than the amount which isthe 75th percentile of the range of the initial public offering price pershare in the Initial Filing.
     **NOW THEREFORE**, in consideration of the premises and the sum of $1.00 nowpaid by each party hereto to the other party hereto (the receipt andsufficiency whereof is hereby acknowledged), it is hereby agreed and providedby the parties hereto as follows:
1. Terms which are defined in the Instrument shall have the same meaningwhere used herein. 2. The Instrument is hereby amended as follows:
 (a) by inserting the following at the end of the definition of“**Agreed Value**” in Section 1.1 of the Instrument:    [“; provided that, if on or before March 30, 2004] Intelsat hasmade the Initial Filing and the Second Court Approval has beenobtained, then for the purposes of Section 3.3 “**Agreed Value**” inrespect of the Ordinary Shares means the amount within the range ofthe initial public offering price per share set forth in theprospectus contained within the Initial Filing, determined by thefollowing formula:    0.90 (0.25A + 0.75B);   where A is the low amount in the range; and   where B is the high amount in the range.
   By way of illustration only, if A = 15 and B = 17, the Agreed Valuewould be calculated in the following steps:      Step One: Multiply 0.25 by A, which equals 3.75;     Step Two: Multiply 0.75 by B, which equals 12.75;     Step Three: Add 3.75 and 12.75, which equals 16.50;     Step Four: Multiply the result in StepThree, namely 16.50, by 0.90, which equals 14.85;”
 (b) by inserting the following after the definition of“Documents” in Section 1.1 of the Instrument:
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   ""**Effective Date**” means the first Business Day following the dateupon which (a) all rights of appeal from the Second Court Approvalhave expired and (b) all appeals, if any, from the Second CourtApproval have been finally disposed of without modification to theSecond Court Approval, or such earlier or later date as the partieshereto may agree;”  (c) by replacing the definition of “Escrow Agreement” in Section1.1 of the Instrument with the following:    ""**Escrow Agreement**” means the agreement among TGO, Global and theEscrow Agent with respect to the Escrow Property, in the formattached hereto as Schedule B, as amended, supplemented, restatedor replaced from time to time;”  (d) by inserting the following after the definition of “EscrowAgreement” in Section 1.1 of the Instrument:    ""**Escrow Amendment**” means the agreement among TGO, Global and theEscrow Agent to be entered into, amending the Escrow Agreement;”  (e) by inserting the following after the definition of “GlobalResale Amount” in Section 1.1 of the Instrument:    ""**Initial Filing**” means the initial registration statement on FormF-1 relating to the initial public offering of Ordinary Sharesfiled after March 10, 2004 with the Securities and ExchangeCommission of the United States that contains a range of theinitial public offering price per share;”  (f) by inserting the following after the definition of “SatelliteLeases” in Section 1.1 of the Instrument:    ""**Second Court Approval**” means an order issued by the OntarioSuperior Court of Justice approving the Amending Agreement — SharePurchase Agreement between TGO and Global dated as of the 10th dayof March, 2004 and the Escrow Amendment, in form and contentsatisfactory to TGO and Global (each acting reasonably);”  (g) by inserting the following after the definition of“Terminated Leases” in Section 1.1 of the Instrument:    ""**this Agreement**” means this Agreement as amended, supplemented,restated or replaced from time to time;”  (h) by replacing Section 3.3 of the Instrument with thefollowing:    “If on or before March 30, 2004 Intelsat has made the InitialFiling and the Second Court Approval has been obtained, the EscrowAgent shall, as promptly as practicable (but not before theEffective Date), once both the Initial Filing has been made and theSecond Court Approval has been obtained, sell any Escrow
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   Property other than cash or Escrow Shares upon such terms, in such mannerand at such times as the Escrow Agent may determine, and the EscrowProperty shall be distributed and applied in the followingdescending order of priority, as promptly as practicable followingsuch sale of all Escrow Property other than cash or Escrow Shares,if any, and the determination of the Agreed Value of the OrdinaryShares:
 (1) first, any cash shall be paid toGlobal in respect of the Global Resale Amount, but notto exceed the amount thereof at that time;  (2) second, such number of Escrow Sharesshall be transferred to Global which results fromdividing (A) the Global Resale Amount at that time,after giving effect to the payment, if any, pursuant toclause (1) above, by (B) the Agreed Value of theOrdinary Shares; provided that neither TGO nor theEscrow Agent shall have any liability to Global for anyportion of the Global Resale Amount which remainsunsatisfied if the aforesaid quotient exceeds the numberof Escrow Shares; and  (3) third, subject to Article 4 hereof,if there is any remaining cash or if there are anyEscrow Shares remaining after making the distributionsreferred to above, any remaining cash and Escrow Sharesshall be transferred to TGO and all right, title andinterest therein shall be deemed to have been releasedto TGO and shall be treated as a payment by Global toTGO as an addition to the Purchase Price.”
 (i) by replacing the preamble of Section 3.4 of the Instrumentwith the following:    “If as of March 30, 2004 Intelsat has not made the Initial Filingor the Second Court Approval has not been obtained, the EscrowAgent shall promptly (but not before the Effective Date) sell anyEscrow Property other than cash or Escrow Shares upon such terms,in such manner and at such times as the Escrow Agent may determine,the Agreed Value of the Ordinary Shares shall be determined inaccordance with Article 5 hereof and the Escrow Property shall bedistributed and applied in the following descending order ofpriority, as promptly as practicable following such sale of allEscrow Property other than cash or Escrow Shares, if any, and thedetermination of the Agreed Value of the Ordinary Shares:”  (j) by replacing Section 5.1 of the Instrument with thefollowing:    “Global shall promptly make application for and shall diligentlyseek the Second Court Approval. If on or before March 30, 2004Intelsat has made the Initial Filing and the Second Court Approvalhas been obtained, the Escrow Agent shall promptly (but not beforethe Effective Date) determine the Agreed Value and notify Globaland TGO of the amount of such determination. If the determinationof the Agreed Value is required pursuant to Section 3.4 or Section
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   3.5, Global and TGO shall appoint an independent valuator (the“**Valuator**”) to determine the Agreed Value for purposes of Section3.3. If the determination of the Agreed Value is required pursuantto Section 3.4 hereof, the Valuator shall be appointed on or beforeApril 16 2004. If the determination of the Agreed Value isrequired pursuant to Section 3.5 hereof, the Valuator shall beappointed on or before five (5) Business Days after the LiquidityEvent.”  (k) by replacing the first sentence of Section 5.3 with thefollowing:    “The Valuator shall determine the Agreed Value as at the 30th dayof November, 2003 if the requirement for such determination arisesunder Section 3.4, if applicable, or as at the date specified forsuch determination pursuant to Section 3.5 hereof, if applicable,based on financial information as of the date of determination, bytaking into account all relevant factors (including businessdevelopments since such date).”
3. The Escrow Agreement shall be amended by the Escrow Amendment to conformwith the amendments herein contained, *mutatis mutandis.* 4. TGO represents and warrants to Global as follows and acknowledges andconfirms that Global is relying on such representations and warranties inentering into this Agreement:
 (a) subject to receipt of the Second Court Approval, TGO has fullpower, authority and legal right to enter into this Agreement andthe Escrow Amendment and to do all such acts and things as arerequired to be done, observed and performed in accordance with theterms hereof and thereof.
5. Global represents and warrants to TGO as follows and acknowledges andconfirms that TGO is relying on such representations and warranties inentering into this Agreement:
 (a) Global is a company duly incorporated, organized andsubsisting under the laws of its jurisdiction of incorporation, andhas all necessary corporate power and has all requisite power andauthority to own or lease its assets;  (b) Global has full power, authority and legal right to enterinto this Agreement and the Escrow Amendment and to do all such actsand things as are required to be done, observed and performed inaccordance with the terms hereof and thereof;  (c) each of this Agreement and the Escrow Amendment has been dulyauthorized, executed and delivered by Global, neither this Agreementnor the Escrow Amendment is not in contravention of or in conflictwith the Memorandum or the Articles of Association of Global or anyapplicable law, rule, regulation, order ordecree binding upon Global or to which any of its assets orproperties are subject, neither this Agreement nor the EscrowAmendment constitutes a default under any agreement by which Globalis bound or to which any of its assets or properties are subject,and each of this Agreement and the Escrow Agreement is a legal,valid and binding obligation of Global, enforceable against Globalby TGO (to the extent TGO is a party thereto) in accordance withits terms, except as
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   enforcement may be limited by bankruptcy,insolvency and other laws affecting the enforcement of rights ofcreditors generally and that equitable remedies may only be grantedin the discretion of a court of competent jurisdiction; and  (d) no action of, approval, authorization, consent or order of,and no designation, filing, further registration, qualification orrecording with any governmental body is required to authorize or isotherwise required in connection with or for the execution, deliveryor performance of Global of this Agreement or the Escrow Amendment,except as already obtained.
6. The representations and warranties made in Sections 4 and 5 hereof shallsurvive the execution and delivery of this Agreement and the EscrowAmendment and shall continue in full force and effect thereafter. 7. The Instrument as amended by this Agreement shall continue in full forceand effect and is hereby ratified and confirmed.
**[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]**
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     **IN WITNESS WHEREOF**the parties have executed and delivered this Agreement.       **** **TELEGLOBE INC.** ****        **Per:** **/s/ John Brunette**           **Name: John Brunette**     **Title: CEO**  ****              **INTELSAT GLOBAL SALES & MARKETING LTD.**          **Per:** **/s/ John Stanton**           **Name: John Stanton**     **Title: President**  
     Ernst & Young Inc. in its capacity as Monitor under the CanadianInsolvency Proceedings hereby approves the Agreement set forth above.
     Dated this     11th    day of March, 2004.       **** **ERNST & YOUNG INC.** ********       **Per:** **/s/ Brian Denega**           **Name: Brian Denega**     **Title: Senior Vice President**  
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