##### 



EXHIBIT 4.26

| |  |                                                                                                                                                                                                                        
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | CONFIDENTIAL TREATMENT REQUESTED
The asterisked (**) portions of
this document have been Omitted
and filed separately with the
Securities and Exchange Commission
pursuant to a requested for
confidential Treatment.

Intelsat LLC
14 Dundonald Street West
Hamilton, Bermuda HM 09

| |  |                    
| |  | -------------------
| |  | Amendment No. 4 to 
| |  | Contract INTEL-2400

between

Intelsat LLC

and

Astrium SAS

for

INTELSAT X Spacecraft and
Associated Equipment and Services

Date: January 30, 2003





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Amendment No.4
INTEL-2400

THIS Amendment No. 4, entered into this 30th day of January 2003 by and
between Astrium SAS (hereinafter referred to as the Contractor), a
corporation incorporated in France, with its principal place of business
located at 37, avenue Louis-Breguet-BP1, 78146 Velizy-Villacoublay Cedex,
France and Intelsat LLC (hereinafter referred to as Intelsat), a Delaware
limited liability company, having an office at 14 Dundonald Street West,
Hamilton, Bermuda HM 09;

WITNESSETH THAT:

WHEREAS, the parties entered into Contract INTEL-2400, dated 2 February
2000, hereinafter referred to as the Contract;

WHEREAS, the parties entered in Contract Amendments No.1, No.2 and No.3 on
10 January 2001, 20 March 2002 and 14, January 2003, respectively;

WHEREAS, on 21 November 2002 (Termination Date for Intelsat 10-01),
Intelsat terminated that portion of this Contract specifically related to the
Intelsat 10-01 spacecraft;

WHEREAS, on 4 December 2002, the Parties agreed to a Term Sheet which
provides for a termination settlement for the Intelsat 10-01 portion of the
Contract, as well as certain changes to the Intelsat 10-02 portion of the
Contract; and

WHEREAS, based on the agreements reached in the 4 December 2002 Term
Sheet, both Parties acknowledge that Intelsat has paid Astrium ****** for work
performed by Astrium on the Intelsat 10-01Spacecraft prior to its termination,
and the Parties have agreed to a termination settlement, whereby Astrium will
pay Intelsat ****** with the remaining ****** previously paid by Intelsat to be
applied as consideration for Intelsats retention of Intelsat 10-01 CCNs and
Deliverables utilized for Intelsat 10-02;

WHEREAS, the parties desire to revise the Contract to incorporate the
following Contract Change Notice (CCN) CCN 014  Dynamic Satellite Software
Simulator (administrative amendment to CCN 009);

NOW THEREFORE, the parties hereto agree that Contract INTEL-2400, as
amended, is hereby further amended as follows:



|1. |  | Table of Contents   is revised to include Article 60, Termination of
Intelsat 10-01, after Article 59, Entire Agreement.                                                                    
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Table of Contents  is revised to delete Exhibit F (Rev.2)  Milestone
Payment Plan and replace with Exhibit F (Rev. 3)  Milestone Payment
Plan as set forth in Attachment No. 1 hereto.

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INTEL-2400



|3. |  | Article 2, Scope of Work  is revised to delete Exhibit F (Rev.2) 
Milestone Payment Plan and replace with Exhibit F (Rev. 3)  Milestone
Payment Plan as set forth in Attachment No. 2 hereto.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | Article 3, Equipment and Services to be Furnished and Prices Therefor -
is revised to delete the pricing table in its entirety and replace with
the following table:                                

Price Table

|     |  |          |  |                                                                                                |  |            |  |            
|---- |  | -------- |  | ---------------------------------------------------------------------------------------------- |  | ---------- |  | -----------
|Item |  | Quantity |  | Description                                                                                    |  | Unit Price |  | Total Price
|     |  |          |  |                                                                                                |  |            |  |            
|1    |  | N/A      |  | Intelsat 10-01 Termination
        Settlement ($54,961,461  $47,961,000 =
        $7,000,461) |  | N/A        |  | **         
|2    |  | 1 each   |  | INTELSAT 10-02 Spacecraft                                                                      |  |            |  |            
|     |  |          |  | Recurring                                                                                      |  | ******     |  |            
|     |  |          |  | Non-recurring                                                                                  |  | ******     |  |            
|     |  |          |  |                                                                                                |  |            |  | **         
|3    |  | lot      |  | Documentation and Data per
        Exhibit B                                                   |  | NSP*       |  |            
|4    |  | lot      |  | Test Data Handling System                                                                      |  | NSP*       |  |            
|5    |  | 1 each   |  | Communications Simulator                                                                       |  | NSP*       |  |            
|6a   |  | 1 each   |  | Spacecraft Simulator (10-01
        Version)                                                   |  | NSP*       |  |            
|6b   |  | 1 each   |  | Spacecraft Simulator (10-02
        Version)                                                   |  | NSP*       |  |            
|8    |  | 1 lot    |  | Mission and Integration Services                                                               |  | NSP*       |  |            
|9a   |  | 1 lot    |  | Optimization of LTWTA Phase
        Shift (CCN 007)                                            |  | ******     |  |            
|9b   |  | 1 lot    |  | Spacecraft Simulator (Intermediate
        Version) Dynamic Satellite                          |  | NSP*       |  |            
|     |  |          |  | Software Simulator (DSSS) (CCN
        009)                                                    |  |            |  |            
|9c   |  | 1 lot    |  | Normal Mode Acquisition Modification
        (CCN 011)                                         |  | NSP*       |  |            
|9d   |  | 1 lot    |  | Normal Mode Observability IP
        (CCN 012)                                                 |  | NSP*       |  |            
|     |  |          |  | CCN TOTAL                                                                                      |  |            |  | **         
|     |  |          |  |                                                                                                |  |            |  |            
|10   |  | 1 each   |  | Launch Support & Integration
        **                                                        |  |            |  | **         
|11   |  | 1 each   |  | Additional Launch Support &
        Integration (CCN TBD)***                                   |  |            |  | **         
|     |  |          |  |                                                                                                |  |            |  |            
|     |  |          |  | Non Recurring
          TOTAL                                                                  |  |            |  | **         
|     |  |          |  | Recurring
          TOTAL                                                                      |  |            |  | **         
|     |  |          |  |                                                                                                |  |            |  |            
|     |  |          |  | BASE PRICE                                                                                     |  |            |  | **         
|     |  |          |  | Less *** Recurring Cost Put
        at Risk (Risk Money)                                     |  |            |  |            
|     |  |          |  | TOTAL DELIVERABLE PRICE****                                                                    |  |            |  | **         

Performance Payments (Article 6)***Recurring Cost Put at Risk
    
    **In-Orbit Performance Payments
    
    **SUBTOTAL Performance Payments
    
    **
    
    
    
    
    
    **Intelsat 10-01 Termination Settlement Amount
    
    
    
    **
    
    
    
    
    
    **TOTAL CONTRACT PRICE
    
    
    
    
    
    
    
    **


|        |  |                                                                                                                                                                                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*Note:  |  | As part of the Intelsat 10-01Termination Settlement, identified CCNs and Deliverables have been retained by Intelsat and included as part of Intelsat
10-02 and are not separately priced (NSP).                          
|**Note: |  | Launch Support and Integration Option Price to be finalized no later than 28 February 2003, upon Intelsats decision on which Launch Vehicle it selects
for Intelsat 10-02 and prices to conform with Article 40, Options.

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Amendment No.4
INTEL-2400

|          |  |                                                                                                                                                                                                                                                                                         
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|***Note:  |  | The Price for Additional Launch Support and Integration services will be incorporated into the contract via Contract Change Notice not to exceed ****.                                                                                                                                  
|****Note: |  | The Total Deliverable Price is the sum of all Items deliverable under this Contract which have been reduced by ** (Refer to Article 6 for definition) of
the recurring costs for the Spacecraft and any selected options. This percentage is included in subparagraph B.2 of Article 6.

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Amendment No.4
INTEL-2400



|5. |  | In Article 4, Delivery Schedule, delete the second paragraph and delivery
table in their entirety and replace with the following:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------

Delivery of all other Items under this Contract shall be by air or ground
transportation, FOB Intelsat Headquarters in Washington, D.C. or local Intelsat
Spacecraft Program Office (ISPO), as specified by Intelsat.

|     |  |                                                                                                           |  |              
|---- |  | --------------------------------------------------------------------------------------------------------- |  | -------------
|Item |  | Description                                                                                               |  | Delivery Date
|     |  |                                                                                                           |  |              
|1    |  | Flight Spacecraft:                                                                                        |  |              
|     |  | INTELSAT
        10-02 Spacecraft Delivered                                                               |  | **           
|2    |  | Test Data Handling System                                                                                 |  | **           
|3    |  | Communications Simulator                                                                                  |  | **           
|4    |  | Spacecraft Simulator 
        Intermediate Version
        (Dynamic Satellite Software Simulator (DSSS)) |  | **           
|5a   |  | Spacecraft Simulator 
        (10-01 Version)                                                            |  |              
|5b   |  | Spacecraft Simulator 
        (10-02 Version)                                                            |  | **           

6.     In Article 6, Spacecraft Performance Payments, delete the article in its
entirety and replace with the following new article:

Article 6  Spacecraft Performance Payments

A.     The Contractor is entitled to receive performance payments for each
Spacecraft which operates satisfactorily, as defined in Article 8 of this
Contract, entitled Satisfactory Operation, after successful injection of the
Spacecraft, as defined in Article 7 of this Contract, entitled Successful
Injection.

B.     Subject to the requirements of Article 8, the Contractor shall be paid
the following amounts as performance payments:

1.     ******************* of the recurring cost of the INTELSAT 10-02
Spacecraft in subparagraph B.2 below of ************* the present value of the
stream of all the performance payments, which is calculated using a ******
discount rate) for a Spacecraft accepted by INTELSAT under the terms of this
Contract which, following Lift-Off, does not achieve successful injection as
defined by this Contract, and provided that such failure to achieve successful
injection cannot be attributed to the Spacecraft or any Contractor equipment;

2.     ******************* of recurring costs for the INTELSAT 10-02
Spacecraft withheld from the Total Deliverable Price, per Article 3 entitled
Equipment and Services to be Furnished and Prices Therefor; plus ******** (the
first quarterly paymentthe total amount of performance payments *********
divided into *********
quarterly payments of

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Amendment No.4
INTEL-2400

*******, with the first payment adjusted for
rounding to ******** for a Spacecraft which is successfully injected and which,
during the period of in-orbit testing is in satisfactory operation and which,
immediately after its arrival at the orbital station designated by INTELSAT,
achieves a continuous ******* period of satisfactory operation as defined by
this Contract, provided that such ******* period shall include at least
**********. If such initial ******* period does not include ********* the
amounts provided for in this subparagraph B.2 shall be paid to the Contractor
upon the completion of the said continuous ******** period of satisfactory
operation; provided that, if the Spacecraft does not operate satisfactorily
throughout the ********************* the Contractor shall promptly refund said
amounts to INTELSAT. For purposes of this clause, a Spacecraft shall be deemed
to have arrived at the orbital station required by INTELSAT within a period not
to exceed ******** after the last firing of the apogee motor, provided proper
station-keeping capability has been demonstrated and achieved;

3.     ******** for each subsequent calendar quarter of continuous
satisfactory operation of the INTELSAT10-02 Spacecraft, from the ********
quarter [through the end of the maximum orbital design life committed to in
Exhibit A irrespective of launch vehicle actually used]. The total amount
payable under this subparagraph shall equal ********** the balance of the total
amount of performance payments in the orbital incentive pool
******************* which the Contractor is entitled to receive pursuant to
subparagraphs B.2 and B.3 of this Article, divided into ********** payments
with the first payment adjusted for rounding;

4.     ******** for each quarterly period of continuous satisfactory operation
following the ********* [last day of longest orbital design life committed to
in Exhibit A irrespective of launch vehicle actually used] if INTELSAT
continues to use the INTELSAT 10-02 Spacecraft for commercial purposes. The
cumulative amount of said payments under this subparagraph B.4 shall not exceed
any aggregate amounts the Contractor has failed to earn under subparagraphs B.2
and B.3 of this Article for any Spacecraft, less any amounts the Contractor has
received pursuant to Paragraph B. of Article 8 of this Contract, entitled
Satisfactory Operation.

5.     ******** [which amount shall not exceed the amounts specified in
subparagraph B.1, hereof] for the INTELSAT 10-02 Spacecraft accepted by
INTELSAT under the terms of this Contract but which is not launched within
********* after acceptance. Thereafter, if INTELSAT decides to launch such
Spacecraft the Contractor shall be so notified and the Contractor shall refund
to INTELSAT the entire sum of ******** within ******* days prior to the date of
the scheduled launch. Following the launch of such Spacecraft, the Contractor
shall be eligible to receive applicable performance payments for such
Spacecraft in accordance with the provisions of this Contract. Notwithstanding
the foregoing provisions, if the Contractor fails to deliver the Spacecraft on
or before the delivery date specified in Article 4 of this Contract, entitled
Delivery Schedule, and INTELSAT, in its sole discretion, determines that the
delayed delivery has contributed to a
launch delay, the Contractor shall not be entitled to the aforementioned amount
specified in this subparagraph B.5, for a period equal to the launch delay.

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Amendment No.4
INTEL-2400

7.     In Article 8, Satisfactory Operation, delete Paragraph B. Conditions Under
Which Performance Payments for Less Than Satisfactory Operation of a Spacecraft
May be Made in its entirety and replace with the following Paragraph:



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | B. Conditions Under Which Performance Payments for Less Than Satisfactory
Operation of a Spacecraft May be Made

1.     During such period or periods of time that all the conditions
prescribed in Paragraph A of this Article for satisfactory operation are not
continuously met for a particular Spacecraft, but INTELSAT uses such Spacecraft
for commercial purposes during such period or periods, the parties shall
negotiate an equitable payment for such use, which payment shall, in no event,
exceed ********** of the payments provided for in Article 6 of this Contract,
entitled Spacecraft Performance Payments, subparagraphs B.2 through B.4, with
respect to the period or periods of such use. The amount of the negotiated
payment shall reflect three principal components: (1) the operational
capabilities of the Spacecraft with the deficiencies as compared to the
operational capabilities thereof without the deficiencies; (2) the operating
usefulness to INTELSAT of the satellite in the total INTELSAT system with the
deficiencies as compared to the operating usefulness thereof without the
deficiencies; and, (3) any additional costs INTELSAT may incur and any revenue
it may lose as a result of the failure of the Spacecraft to continuously meet
the conditions prescribed in Paragraph A of this Article. For purposes of such
negotiation, it is the intent of the parties that the reduction of performance
payments for each Failed Transponder shall be
************************************************** of the original performance
incentive payment which would otherwise be payable for the periods of failure.
If INTELSAT elects not to use such degraded Spacecraft for commercial
communications purposes, no further performance payments shall be made to the
Contractor for such Spacecraft. INTELSATs decision on Spacecraft use shall be
final and conclusive.

2.     Notwithstanding the provisions of the preceding Paragraphs A or B.1 or any
provisions in this Contract to the contrary, if any of the events defined in
B.2.a through B.2.j below occur at any time during the ******** period
immediately following successful injection, the Contractor shall pay to
INTELSAT a one time warranty assessment of ********* within ******* days of
INTELSATs demand for such payment. The criteria for in-orbit events is
defined as follows:



| | a. |  | Loss of redundancy of one of the following major electronics
units: Spacecraft Control Unit (SCU), ADE4, PSR, MPIU, PPU or
telemetry transmitter. This excludes loss of non-mission critical
functions;
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Total loss of redundancy on any given repeater transponder
due to active component (converters, LNAs, CAMPs, Linearizers,
TWTAs) or inability to steer any of the earth deck steerable
antennas;       
|
| | c. |  | Loss of more than two solar array strings of either solar
array wing or loss of more than one battery cell of either battery;                                                                          
|
| | d. |  | Failure to reach geostationary orbit station longitude with
at least 13 years of orbital life (excluding launch vehicle
failure);                                                                      

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INTEL-2400



| | e. |  | Loss of earth pointing resulting in a traffic outage of more
than one hour due to an on-board software or hardware anomaly after
start of service (IOT excluded);               
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | f. |  | Loss of either SPT100 thruster pair or their pointing
mechanism (north or south Thruster Motor Assembly (TMA));                                                                 
|
| | g. |  | Loss of more than one gyro or more than one momentum/reaction
wheel;                                                                                                            
|
| | h. |  | Loss of either earth sensor;                                                                                                                                                    
|
| | i. |  | Loss of either solar array drive mechanism (telemetry
functions excluded);                                                                                                      
|
| | j. |  | Loss of a chemical thrusters pair that results in additional
use of propellant to maintain station keeping or pointing control
which will result in less than 13 years lifetime.

Excluded from the above criteria (B.2.a through B.2.j) are events that occur in
the period from launch to the completion of in-orbit testing which (i) the
Contractor corrects via software or operational procedures which result in the
Spacecraft operating in accordance with Exhibit A to the Contract, without cost
to, or use of additional resources by INTELSAT or delay to the scheduled
in-service date of the Spacecraft; (ii) are due to operator error; (iii) are
caused by the launch vehicle. The determination that an event has occurred
shall be mutually agreed between the parties.

Should an event occur which may appear to fall under multiple criteria, the
Contractor shall only be liable for damages once per event (i.e. no doubling of
damages) and a maximum liability under this Paragraph of *********.

INTELSAT reserves the right to offset any amounts due to INTELSAT by the
Contractor against any amounts otherwise due the Contractor under this
Contract.

Payment to INTELSAT under this Paragraph is (i) intended to be compensatory and
does not constitute a penalty; and (ii) shall be in addition to any other
remedies available to INTELSAT under this Contract.

8.     In Article 10, Price Adjustments for Late and Early Delivery, replace
paragraph A in its entirety with the following paragraph and delete paragraph B
in its entirety:

ARTICLE 10.    PRICE ADJUSTMENTS FOR LATE AND EARLY DELIVERY

A.     Late Delivery

INTELSAT intends to enter into one or more contracts with launch service
providers for launch of the Spacecraft to be delivered under this Contract.
Since the launch dates will be established to be consistent with the Spacecraft
delivery schedules contained in this Contract, the Contractor and INTELSAT
agree that time is of the essence in this Contract, and that delayed delivery
of the Items required by this Contract may cause INTELSAT to incur additional

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INTEL-2400

costs, including launch service postponement fees, loss of anticipated revenue,
and other damages difficult or impossible to measure. Accordingly, the
Contractor and INTELSAT agree to liquidated damages for late delivery as
provided below, which damages are intended to be compensatory and do not
constitute a penalty.

In the event any Spacecraft and associated flight equipment to be delivered
hereunder is not delivered on or before the delivery dates specified in this
Contract and in accordance with Article 14 of this Contract, entitled
Inspection and Final Acceptance excluding the number of days of excusable
delay, if any, within the meaning of Article 20 of this Contract, entitled
Excusable Delays, then: (i) if INTELSAT elects to have the Spacecraft and
associated flight equipment delivered to storage pursuant to Article 39 of this
Contract entitled Storage of Spacecraft, the Contractor shall provide such
storage, including necessary refurbishment/retest as required to demonstrate
that the Spacecraft performance is maintained, free-of-charge, for a period not
to exceed **********; and (ii) until such Spacecraft and associated flight
equipment is delivered, commencing on the first day following the specified
delivery date, the price of such a Spacecraft and associated flight equipment
shall be reduced for late delivery as follows:

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Amendment No.4
INTEL-2400

Intelsat 10-02 Spacecraft

|           |  |                 |    |                |  |                          |    |  |  |  |    | 
|---------- |  | --------------- | -- | -------------- |  | ------------------------ | -- |  |  |  | -- | 
|          
|Flight     |  |                 |    |                |  |                          |    |  |  |  |    | 
|Spacecraft |  | Price Reduction |    | Number of Days |  | Maximum Price Adjustment
|          
|10-02      |  |                 | ** |                |  |                          | ** |  |  |  | ** | 
|10-02      |  |                 | ** |                |  |                          | ** |  |  |  | ** | 
|           |  |                 |    |                |  |                          |    |  |  |  | ** | 
|          

Additional Spacecraft

|           |  |                 |    |                |  |            |    |               |  |  |    | 
|---------- |  | --------------- | -- | -------------- |  | ---------- | -- | ------------- |  |  | -- | 
|          
|Flight     |  | Price Reduction |    |                |  |            |    | Maximum Price
|Spacecraft |  | Per Day         |    | Number of Days |  | Adjustment
|          
|Each       |  |                 | ** |                |  |            | ** |               |  |  | ** | 
|           |  |                 | ** |                |  |            | ** |               |  |  | ** | 
|           |  |                 |    |                |  |            |    |               |  |  | ** | 
|          

1.     For purposes of price adjustments for late delivery, the price
reduction specified above, shall be applicable to each Spacecraft and
associated flight equipment to be delivered hereunder. If Intelsat elects to
have the Spacecraft delivered to storage, additional liquidated damages for
late delivery (beyond those assessed prior to storage) shall not be assessed
during the storage period.

2.     INTELSAT may, at its sole option, waive the daily price reduction for
late delivery specified above, after all launch site testing and integration
activities leading up to Spacecraft fueling, including the Launch Readiness
Review, are successfully completed, with the contingency that price adjustments
will again accrue if any deficiencies in the Spacecraft are subsequently found
which cause any delay to the delivery schedule.

3.     For a Spacecraft and associated flight equipment which is delivered
late, INTELSAT shall have the sole right to determine against which payments
due the Contractor, pursuant to the terms of this Contract, the adjustments
specified above for late delivery of such Spacecraft and associated flight
equipment will be offset. If no payments are owed to the Contractor, then
INTELSAT shall obtain repayment from the Contractor for the price reduction
within ****** days. The determination by INTELSAT as to these adjustments for
late delivery shall be final and binding on the Contractor.

4.     In the event INTELSAT designates a storage location rather than a
launch site as a place of delivery for any of the Spacecraft and associated
flight equipment to be delivered hereunder, the applicable date for determining
the price adjustments shall be the date that the said Spacecraft and associated
flight equipment has passed all the in-plant tests required by this Contract
and has arrived at the storage location designated by INTELSAT. Upon release
of the Spacecraft from storage until successful completion of all
launch site testing and integration activities, including the Launch Readiness
Review, price reductions for late delivery shall be reinstated if any
deficiencies in the

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INTEL-2400

Spacecraft are found either at the Contractors plant or at
the launch site, which are deemed to cause a delay in the delivery of the
Spacecraft for launch.

5.     If the Contractor does not meet the delivery dates specified in the
Contract and INTELSAT does not exercise its right to terminate this Contract
for cause in accordance with Article 21 hereof entitled Termination for Cause,
the price reduction provided for in Paragraph A hereof, shall be the sole
compensation to which INTELSAT shall be entitled for delays in deliveries of
Spacecraft and associated flight equipment for the number of days stated in
this Paragraph A. However, if at any time INTELSAT exercises its right to
terminate this Contract for the cause, which right may be exercised if INTELSAT
determines that the Contractor has not or will not be able to deliver a
spacecraft prior to the expiration of the total number of days stated in the
appropriate table above, INTELSAT shall also be entitled to recover the Maximum
Price Adjustment provided in Paragraph A as additional compensation in addition
to any rights and remedies available pursuant to this Contract or at law.

6.     Nothing contained in this Paragraph A shall affect any right or remedy
otherwise available to INTELSAT under this Contract or by law for delay
exceeding the number of days stated in Paragraph A hereof.

B.     Early Delivery  (Deleted in its entirety.)

9.     In Article 11, Price Adjustments for Dry Mass Compliancy, in Paragraph A.1
delete the first sentence in its entirety and replace with the following new
sentence:

1. Based on the maximum allowable Spacecraft dry mass specified in Exhibit A,
Table 1.1.2.1 (******** for the INTELSAT 10-02 Spacecraft), a specific
reference transfer orbit
**************************************************************** and the
propellant budgeting methodology specified in Exhibit A, the Spacecraft design
shall be able to achieve a calculated ********* after separation from the
launch vehicle, as set forth in Exhibit A, Attachment 1, Section 1.1.4.

10.     In Article 11, Price Adjustments for Dry Mass Compliancy, delete
Paragraph B, Mass Savings, in its entirety.

11.     In Article 21, Termination for Cause, the following revisions are made:

a.     Delete Paragraph A in its entirety and replace with the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. INTELSAT may, by written notice issued by INTELSATs
Authorized Representative, terminate this Contract, in whole or
in part, if the Contractor fails (i) to comply with any of the
material provisions of this Contract; or (ii) to make progress so
as to ensure completion of this Contract in accordance with its
terms; and such failure is not cured within ******* days from the
date of such notice. In such event INTELSAT may take over the
Work in whole or in part, and

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INTEL-2400



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | prosecute the same to completion by
contract or otherwise, and may take possession of and utilize in
completing the Work, such materials, appliances, and Work in
progress, as may be necessary therefor. If INTELSAT so
terminates the Contractors right to proceed pursuant to
Paragraph A of this Article, the Contractor shall pay any
increased costs incurred by INTELSAT in completing the Work. The
rights and remedies of INTELSAT provided in this Paragraph A are
in addition to any other rights and remedies provided by law or
under this Contract.



| | b. |  | Delete Paragraph B in its entirety and replace with the
following:
| | -- |  | ------------------------------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | B. Since the times for delivery of the Spacecraft set forth in
Article 4 of this Contract entitled Delivery Schedule, are of the
essence to this Contract and the delayed delivery of any
Spacecraft required by this Contract may cause INTELSAT to incur
additional costs, including launch postponement fees, loss of
anticipated revenue and other damages, the Contractor and
INTELSAT agree that if the Contractors delivery of the Intelsat
10-02 Spacecraft is delayed or postponed *************** INTELSAT
shall have the right to terminate any part of this Contract
(including a part of the Work corresponding to the construction
and delivery of the delayed Spacecraft or of any other Spacecraft
not yet delivered under this Contract) or the entire Contract by
written notice to such effect to the Contractor. Upon receipt by
the Contractor of such notice, the Contractor shall, within
********* days, refund to INTELSAT any amount paid by INTELSAT
under this Contract for the terminated part of the Contract. By
virtue of such termination, INTELSAT shall not incur any
liability under this Contract for the terminated part of the
Contract. INTELSATs rights and remedies under this Paragraph B
are in addition to any other rights and remedies provided by law
or pursuant to Paragraph A of this Article, Article 10 of this
Contract, entitled Price Adjustments for Late or Early Delivery,
or any other provision of this Contract. For clarification
purposes, Intelsat shall be able to collect both the Maximum
Price Adjustment pursuant to Article 10, Price Adjustments for
Late or Early Delivery, and any other remedies available under
this Contract or at law.

12.     In Article 40, Options, paragraph B, Spacecraft, delete Table B.1.a
Identical 310 E Design in its entirety.

13.     In Article 40, Options, paragraph C, Launch Support and Integration
Services, delete paragraph C and Tables C.a and C.b in their entirety and
replace with the following:

C. Launch Support and Integration Services

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Amendment No.4
INTEL-2400

INTELSAT may, at its option, direct the Contractor to provide all
necessary launch site integration effort, hardware (perigee stage, airborne
support equipment, etc. as per Exhibit A) and launch support facilities,
equipment and services, including spacecraft transportation, in accordance with
Exhibit B, for each Spacecraft to be launched on any of the specified launch
vehicles. The firm fixed prices for all launch site integration effort,
hardware and services, including transportation, required for launch of the
Spacecraft on each of the launch vehicles shall be as follows:

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Amendment No.4
INTEL-2400



| | a. |  | Launch Support Services for INTELSAT 10-01 Spacecraft (Deleted in its
entirety)
| | -- |  | -------------------------------------------------------------------------------
|
| | b. |  | Launch Support Services for 10-02 Spacecraft and Additional
Spacecraft         

($000)

|                |  |              |    |          |  |            |    |                 |  |         |    |         |  |  |    |  |  |  |    |  |  |  |    | 
|--------------- |  | ------------ | -- | -------- |  | ---------- | -- | --------------- |  | ------- | -- | ------- |  |  | -- |  |  |  | -- |  |  |  | -- | 
|               
|Months From EDC |  | Type of Cost |    | Ariane V |  | Sea Launch |    | Proton Breeze M |  | Delta-4 |    | Atlas 5
|               
|                |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|**              |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|                |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|**              |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|                |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|**              |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|                |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|**              |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|                |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|**              |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|                |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|**              |  |              | ** |          |  |            | ** |                 |  |         | ** |         |  |  | ** |  |  |  | ** |  |  |  | ** | 
|               

*******************

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Amendment No.4
INTEL-2400

14.     In Article 40, Options, paragraph E, Space Segment Services, delete Table
a. Space Segment Services for First NI-Alpha Spacecraft" in its entirety and
replace with the following table:

a. Space Segment Services for 10-02 Spacecraft
($000)

|                |  |              |    |         |  |                    |    |                   |  |               |    |                     |  |                     |    |  |  |  |    |  |  |  |    | 
|--------------- |  | ------------ | -- | ------- |  | ------------------ | -- | ----------------- |  | ------------- | -- | ------------------- |  | ------------------- | -- |  |  |  | -- |  |  |  | -- | 
|               
|                |  |              |    |         |  |                    |    |                   |  |               |    |                     |  | Transfer Orbit /    |    |  |  |  |    |  |  | 
|                |  |              |    |         |  | Traditional Launch |    | Standalone Ground |  | In-Orbit Test |    | In-Orbit Operations |  | In-Orbit Operations
|Months From EDC |  | Type of Cost |    | Support |  | System Service     |    | Services          |  | (1st 6mos.)   |    | (2nd 6 mos.)       
|               
|                |  |              | ** |         |  |                    | ** |                   |  |               | ** |                     |  |                     | ** |  |  |  | ** |  |  |  | ** | 
|**              |  |              | ** |         |  |                    | ** |                   |  |               | ** |                     |  |                     | ** |  |  |  | ** |  |  |  | ** | 
|               

*************************


******************************************

16.     In Article 58, General, delete the article in its entirety and replace with
the following:

ARTICLE 58  GENERAL

All rights and remedies conferred hereunder or otherwise shall be
cumulative and may be exercised singly or concurrently. Failure by either
party to enforce any of its rights hereunder or otherwise shall not be deemed a
waiver of future enforcement of such rights or any other rights. If any
provision of this Contract is held to be invalid, it shall not affect any other
provisions of this Contract and the invalid provision shall be replaced with an
acceptable provision consistent with the original intent of the parties. The
following provisions shall survive the expiration or termination of this
Contract:



| | A. |  | Article 12, INTELSATs Right of Access                      
| | -- |  | ------------------------------------------------------------
|
| | B. |  | Article 15, Agreement to Indemnify, Hold Harmless and Defend
|
| | C. |  | Article 22, Disputes                                        

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Amendment No.4
INTEL-2400



| | D. |  | Article 24, Foreground Data and Background Data                        
| | -- |  | -----------------------------------------------------------------------
|
| | E. |  | Article 25, Inventions                                                 
|
| | F. |  | Article 27, Public Release of Information                              
|
| | G. |  | Article 32, Assignment                                                 
|
| | H. |  | Article 35, Intellectual Property Indemnification                      
|
| | I. |  | Article 36, Warranty                                                   
|
| | J. |  | Article 41, Insurance                                                  
|
| | K. |  | Article 47, INTELSAT Furnished Information and Property                
|
| | L. |  | Article 48, Confidentiality                                            
|
| | M. |  | Article 53, Security Interest and License Agreement                    
|
| | N. |  | Article 54, Contractor Cooperation With Insurance Carrier              
|
| | O. |  | ****************                                                       
|
| | P. |  | Article 56, Limitation of Liability                                    
|
| | Q. |  | Article 57, Waiver as to Claims Against INTELSAT Signatories or
Parties
|
| | R. |  | Article 58, General                                                    
|
| | S. |  | Article 60, Termination of Intelsat 10-01"                             

17.     Add new Article 60, Termination of Intelsat 10-01 as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ARTICLE 60.  TERMINATION OF INTELSAT 10-01                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | As part of the overall settlement agreement between the Parties for
termination of Intelsat 10-01, effective November 21, 2002, the Contractor
shall pay Intelsat ********** within seven (7) calendar days after
execution of the Contract Amendment No.4. No interest will accrue on this
amount. As part of the settlement, Intelsat retains all rights and
interests under the Contract for all Intelsat 10-01 deliverables and
documentation delivered prior to the termination date of 21 November 2002.
In addition, all Contract Change Notices (CCNs) that applied to Intelsat
10-01 shall apply to 10-02 and are provided at no cost. All Contractor
obligations for Intelsat 10-01 under the Contract up to the termination
date shall remain in full force and effect.

18.     Under Article 2, Scope of Work, and Exhibit A, Spacecraft Performance
Specifications, the requirements set forth in Attachment 1 to Exhibit A,
Spacecraft Platform Performance Specification ***************** Revision 2,
shall apply in its entirety to the 10-02 spacecraft ************* subject to
the following changes:

*******************************************

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Amendment No.4
INTEL-2400

*********************************************

20.     Under Article 2, Scope of Work, and Exhibit B, Intelsat Spacecraft
Statement of Work, modify the requirements in Exhibit B as follows:

a) On page B-3 of Exhibit B, Table 1. Deliverable Flight Hardware, delete
the table in its entirety and replace with the following table:

Table 1. Deliverable Flight Hardware

|                                           |  |                |                 | 
|------------------------------------------ |  | -------------- | --------------- | 
|                                          
|ITEM                                       |  | DELIVERY DATES
|                                          
|One Protoflight Spacecraft  359 °E Design |  |                | *************** | 
|                                          

b) On page B-4 of Exhibit B, delete the requirement set forth in
subparagraph 2.2.3, Life Test Battery and Battery Cell Components, in its
entirety.

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Amendment No.4
INTEL-2400

c) On page B-4 of Exhibit B, Table 2. Other Deliverable Equipment, Delete
the table in its entirety and replace with the following table:

Table 2. Other Deliverable Equipment

|                                                                                          |  |                |          | 
|----------------------------------------------------------------------------------------- |  | -------------- | -------- | 
|                                                                                         
|ITEM                                                                                      |  | DELIVERY DATES
|                                                                                         
|Spacecraft Simulator  Intermediate
Version (Dynamic Satellite Software
Simulator (DSSS)) |  |                | ******** | 
|Spacecraft Simulator  (10-01 Version)                                                    |  |                | ******** | 
|Spacecraft Simulator  (10-02 Version)                                                    |  |                | ******** | 
|Communications Simulator                                                                  |  |                | ******** | 
|                                                                                         

d) Under Exhibit B, add the following new subsection 7.6 under Section 7,
SPACECRAFT CONTROL SIMULATOR:

7.6 10-01 and 10-02 simulator versions

The following defines the applicability of requirements herein to the simulator
versions to be delivered for 10-01 and 10-02 spacecraft configurations:

10-01 Configuration

The first delivery of the spacecraft control simulator shall be based on the
10-01 on-board software version (R_IP_SYS1) used for simulator acceptance
testing. Further upgrades and technical support for this version shall be
limited to the following:

1.     A listing of known non conformances related to simulator models in this
version will be provided.

2.     A single upgrade shall be delivered to provide the following simulator
enhancements: (a) updated LIASS model with capability to modify the sensor
alignment; (b) one starting context for transfer mission; and (c) one context
for on-station operation, with LIASS in the Proton alignment.

3.     The upgrades described in (2) above shall be provided in CD-ROM format, and
shall include a technical note describing use of the LIASS re-alignment
capability.

4.     Provide informal training (2 days) at contractors facility, to demonstrate
operation of the 10-01 simulator version, including the upgrades described in
(2) above.

5.     Trouble shooting support shall be provided, but limited to the Users Manual
and Flight Operating Procedures already delivered at the time of 10-01
simulator delivery.

Except for items listed above, no further maintenance shall be performed for
the 10-01 spacecraft control simulator version.

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Amendment No.4
INTEL-2400

10-02 Configuration

Further simulator upgrades shall be made consistent with the delivery of 10-02
flight software versions. These upgrades shall comply with all technical
requirements herein, and shall be fully representative of the 10-02-flight
software and database, except for baseline (10-01) models for Payload and
Thermal Control Subsystem. The Contractors support for the
10-02 simulator versions shall comply with requirements described herein,
including testing, documentation, training and warranty. These upgrades will
accommodate the 10-02-flight software and database but will not be
representative of the 10-02-payload subsystem. 10-02 thermal simulations will
be simplified as follows: In transfer, the thermal simulation will be based on
the 10-01 thermal model, which keeps service module temperature simulated.
Payload temperature will only be representative by thermal zone assuming
payload is OFF. On each thermal zone, heating power will also be simulated. DC
loads and temperatures will be representative of the 10-01 DSSS version 2.0.
On-station, the service module temperature will still be simulated. Payload
will be simulated at constant temperature.

21.     Under Article 2, Scope of Work, and Exhibit D, Intelsat X Test Plan, ****************************************.

22.     Delete Exhibit F, Milestone Payment Plan, Revision 2 in its entirety and
replace with Exhibit F, Milestone Payment Plan, Revision 3, attached hereto as
Attachment No.1 to Amendment No.4.

Except as expressly provided herein, all other terms and conditions of
Contract INTEL-2400, as amended, shall remain unchanged and in full force and
effect.

This Amendment No.4 shall become effective upon Contractors payment in
full to Intelsat pursuant to Article 60, Termination of Intelsat 10-01. This
Amendment No.4 shall be rendered null and void and of no force and effect if
the Contractor does not pay Intelsat within the time period prescribed in such
Article 60.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 4
to Contract INTEL-2400.

|       |  |                                                |  |        |  |                                                                                  
|------ |  | ---------------------------------------------- |  | ------ |  | ---------------------------------------------------------------------------------
|       |  | Astrium
          SAS
          (Contractor) |  |        |  | Intelsat
          LLC
          (Intelsat)                                    
|      
|By:    |  | /s/ A.
          Hatchy
        (Signed)       |  | By:    |  | /s/ Patrick
          J. Cerra
        (Signed)                                  
|      
|       |  | A. Hatchy
        (Typed)                      |  |        |  | Patrick
          J. Cerra
        (Typed)                                       
|      
|Title: |  | Intelsat X Program Manager                     |  | Title: |  | Vice President
        Intelsat (Bermuda), Ltd.
        On behalf of Intelsat LLC

|      |  |                  |  |       |  |                 
|----- |  | ---------------- |  | ----- |  | ----------------
|Date: |  | January 30, 2003 |  | Date: |  | January 30, 2003
|      |  |                  |  |       |  |                 

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Amendment No.4
INTEL-2400

EXHIBIT F- Revision 3

INTELSAT X

MILESTONE PAYMENT PLAN

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Asterisks (**) indicate omitted material pursuant to a request for confidential treatment
Amendment No.4
INTEL-2400

************

*************

26 pages of revised Exhibit F have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment.

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