##### 



Exhibit 4.11

EXECUTION
COUNTERPART



---

U.S. $800,000,000

CREDIT AGREEMENT

Dated as of December 17, 2003

Among

INTELSAT, LTD.,
as Borrower

THE LENDERS NAMED HEREIN

CITIGROUP GLOBAL MARKETS, INC.
BNP PARIBAS
MORGAN STANLEY SENIOR FUNDING, INC.,
as Lead Arrangers and Bookrunners

BNP PARIBAS
MORGAN STANLEY SENIOR FUNDING, INC.,
as Syndication Agents

ABN AMRO BANK N.V.
CREDIT LYONNAIS, NEW YORK BRANCH
as Co-Documentation Agents

and

CITICORP NORTH AMERICA, INC.,
as Administrative Agent



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TABLE OF CONTENTS

|                                                                        |                                                               |  |      |    | 
|----------------------------------------------------------------------- | ------------------------------------------------------------- |  | ---- | -- | 
|                                                                        |                                                               |  | Page
|                                                                        |                                                               |  |     
|ARTICLE I DEFINITIONS                                                   |                                                               |  | 1    |   
|                                                                        | SECTION 1.01. DEFINED TERMS                                   |  |      | 1  | 
|                                                                        | SECTION 1.02. PRINCIPLES OF CONSTRUCTION                      |  |      | 23 | 
|                                                                        | SECTION 1.03. ACCOUNTING MATTERS                              |  |      | 23 | 
|ARTICLE II THE CREDITS                                                  |                                                               |  | 24   |   
|                                                                        | SECTION 2.01. FACILITIES                                      |  |      | 24 | 
|                                                                        | SECTION 2.02. LOANS AND BORROWINGS                            |  |      | 25 | 
|                                                                        | SECTION 2.03. REQUESTS FOR BORROWINGS                         |  |      | 25 | 
|                                                                        | SECTION 2.04. FUNDING BY LENDERS                              |  |      | 26 | 
|                                                                        | SECTION 2.05. PRESUMPTION BY THE ADMINISTRATIVE AGENT         |  |      | 26 | 
|                                                                        | SECTION 2.06. INTEREST ELECTIONS                              |  |      | 27 | 
|                                                                        | SECTION 2.07. TERMINATION AND REDUCTION OF THE COMMITMENTS    |  |      | 28 | 
|                                                                        | SECTION 2.08. REPAYMENT OF LOANS; EVIDENCE OF DEBT            |  |      | 29 | 
|                                                                        | SECTION 2.09. PREPAYMENT OF LOANS                             |  |      | 30 | 
|                                                                        | SECTION 2.10. FEES                                            |  |      | 32 | 
|                                                                        | SECTION 2.11. INTEREST                                        |  |      | 33 | 
|                                                                        | SECTION 2.12. ALTERNATIVE INTEREST RATE                       |  |      | 33 | 
|                                                                        | SECTION 2.13. ILLEGALITY                                      |  |      | 34 | 
|                                                                        | SECTION 2.14. INCREASED COSTS                                 |  |      | 35 | 
|                                                                        | SECTION 2.15. FUNDING INDEMNITY                               |  |      | 36 | 
|                                                                        | SECTION 2.16. TAXES                                           |  |      | 36 | 
|                                                                        | SECTION 2.17. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS  |  |      | 38 | 
|ARTICLE III PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS |                                                               |  | 39   |   
|                                                                        | SECTION 3.01. PAYMENTS BY THE BORROWER                        |  |      | 39 | 
|                                                                        | SECTION 3.02. APPLICATION OF INSUFFICIENT PAYMENTS            |  |      | 39 | 
|                                                                        | SECTION 3.03. PRO RATA TREATMENT                              |  |      | 39 | 
|                                                                        | SECTION 3.04. SHARING OF PAYMENTS BY LENDERS                  |  |      | 40 | 
|                                                                        | SECTION 3.05. PRESUMPTIONS OF PAYMENT                         |  |      | 40 | 
|                                                                        | SECTION 3.06. CERTAIN DEDUCTIONS BY THE ADMINISTRATIVE AGENT  |  |      | 40 | 
|ARTICLE IV REPRESENTATIONS AND WARRANTIES                               |                                                               |  | 41   |   
|                                                                        | SECTION 4.01. ORGANIZATION; POWERS                            |  |      | 41 | 
|                                                                        | SECTION 4.02. AUTHORIZATION; ENFORCEABILITY                   |  |      | 41 | 
|                                                                        | SECTION 4.03. GOVERNMENTAL APPROVALS; NO CONFLICTS            |  |      | 41 | 
|                                                                        | SECTION 4.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE |  |      | 42 | 
|                                                                        | SECTION 4.05. INTELLECTUAL PROPERTY                           |  |      | 42 | 
|                                                                        | SECTION 4.06. LITIGATION AND ENVIRONMENTAL MATTERS            |  |      | 42 | 

(i)



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|                                    |                                                          |  |      |    | 
|----------------------------------- | -------------------------------------------------------- |  | ---- | -- | 
|                                    |                                                          |  | Page
|                                    | SECTION 4.07. COMPLIANCE WITH LAWS AND AGREEMENTS        |  |      | 43 | 
|                                    | SECTION 4.08. INVESTMENT COMPANY STATUS                  |  |      | 43 | 
|                                    | SECTION 4.09. TAXES                                      |  |      | 43 | 
|                                    | SECTION 4.10. ERISA                                      |  |      | 43 | 
|                                    | SECTION 4.11. DISCLOSURE                                 |  |      | 43 | 
|                                    | SECTION 4.12. USE OF CREDIT                              |  |      | 44 | 
|                                    | SECTION 4.13. MATERIAL AGREEMENTS AND LIENS              |  |      | 44 | 
|                                    | SECTION 4.14. SUBSIDIARIES AND INVESTMENTS               |  |      | 44 | 
|                                    | SECTION 4.15. FCC LICENSES, ETC                          |  |      | 45 | 
|                                    | SECTION 4.16. SATELLITES                                 |  |      | 45 | 
|                                    | SECTION 4.17. PROPER FORM                                |  |      | 45 | 
|                                    | SECTION 4.18. PARI PASSU                                 |  |      | 45 | 
|                                    | SECTION 4.19. NO IMMUNITY                                |  |      | 45 | 
|ARTICLE V CONDITIONS                |                                                          |  | 46   |   
|                                    | SECTION 5.01. CLOSING DATE                               |  |      | 46 | 
|                                    | SECTION 5.02. CONDITIONS TO EACH CREDIT                  |  |      | 49 | 
|ARTICLE VI AFFIRMATIVE COVENANTS    |                                                          |  | 49   |   
|                                    | SECTION 6.01. FINANCIAL STATEMENTS AND OTHER INFORMATION |  |      | 49 | 
|                                    | SECTION 6.02. CONDUCT OF BUSINESS, ETC                   |  |      | 51 | 
|                                    | SECTION 6.03. PRESERVATION OF EXISTENCE, RIGHTS, ETC     |  |      | 51 | 
|                                    | SECTION 6.04. PAYMENT OF OBLIGATIONS                     |  |      | 51 | 
|                                    | SECTION 6.05. MAINTENANCE OF PROPERTIES                  |  |      | 52 | 
|                                    | SECTION 6.06. INSURANCE                                  |  |      | 52 | 
|                                    | SECTION 6.07. BOOKS AND RECORDS; INSPECTION              |  |      | 53 | 
|                                    | SECTION 6.08. COMPLIANCE                                 |  |      | 53 | 
|                                    | SECTION 6.09. USE OF CREDIT                              |  |      | 53 | 
|                                    | SECTION 6.10. GOVERNMENTAL APPROVALS                     |  |      | 53 | 
|ARTICLE VII NEGATIVE COVENANTS      |                                                          |  | 54   |   
|                                    | SECTION 7.01. SALE AND LEASE-BACK TRANSACTIONS           |  |      | 54 | 
|                                    | SECTION 7.02. LIENS                                      |  |      | 54 | 
|                                    | SECTION 7.03. FUNDAMENTAL CHANGES                        |  |      | 56 | 
|                                    | SECTION 7.04. LINES OF BUSINESS                          |  |      | 56 | 
|                                    | SECTION 7.05. INVESTMENTS                                |  |      | 56 | 
|                                    | SECTION 7.06. RESTRICTED PAYMENTS                        |  |      | 57 | 
|                                    | SECTION 7.07. TRANSACTIONS WITH AFFILIATES               |  |      | 57 | 
|                                    | SECTION 7.08. RESTRICTIVE AGREEMENTS                     |  |      | 58 | 
|                                    | SECTION 7.09. RESTRICTED SUBSIDIARY INDEBTEDNESS         |  |      | 58 | 
|                                    | SECTION 7.10. CERTAIN FINANCIAL COVENANTS                |  |      | 58 | 
|                                    | SECTION 7.11. MODIFICATIONS OF CERTAIN DOCUMENTS         |  |      | 59 | 
|ARTICLE VIII EVENTS OF DEFAULT      |                                                          |  | 59   |   
|ARTICLE IX THE ADMINISTRATIVE AGENT |                                                          |  | 62   |   
|ARTICLE X MISCELLANEOUS             |                                                          |  | 64   |   

(ii)



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|               |  |                                                      |  |  |    |      |  | 
|-------------- |  | ---------------------------------------------------- |  |  | -- | ---- |  | 
|               |  |                                                      |  |  |    | Page
|SECTION 10.01. |  | NOTICES                                              |  |  | 64 |     
|SECTION 10.02. |  | WAIVERS; AMENDMENTS                                  |  |  | 65 |     
|SECTION 10.03. |  | EXPENSES; INDEMNITY; DAMAGE WAIVER                   |  |  | 66 |     
|SECTION 10.04. |  | SUCCESSORS AND ASSIGNS                               |  |  | 67 |     
|SECTION 10.05. |  | SURVIVAL                                             |  |  | 70 |     
|SECTION 10.06. |  | COUNTERPARTS; INTEGRATION; EFFECTIVENESS             |  |  | 71 |     
|SECTION 10.07. |  | SEVERABILITY                                         |  |  | 71 |     
|SECTION 10.08. |  | RIGHT OF SETOFF                                      |  |  | 71 |     
|SECTION 10.09. |  | GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; ETC |  |  | 71 |     
|SECTION 10.10. |  | WAIVER OF JURY TRIAL                                 |  |  | 72 |     
|SECTION 10.11. |  | WAIVER OF IMMUNITY                                   |  |  | 72 |     
|SECTION 10.12. |  | CURRENCY OF PAYMENT                                  |  |  | 73 |     
|SECTION 10.13. |  | HEADINGS                                             |  |  | 73 |     
|SECTION 10.14. |  | TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY    |  |  | 73 |     

(iii)



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|              |  |   |  |                                                                              
|------------- |  | - |  | -----------------------------------------------------------------------------
|Schedule I    |  | - |  | Commitments                                                                  
|Schedule II   |  | - |  | Material Agreements and Liens                                                
|Schedule III  |  | - |  | Restrictive Agreements                                                       
|Schedule IV   |  | - |  | Litigation                                                                   
|Schedule V    |  | - |  | Environmental Matters                                                        
|Schedule VI   |  | - |  | Subsidiaries and Investments                                                 
|Schedule VII  |  | - |  | Licenses, Approvals and Authorizations                                       
|Schedule VIII |  | - |  | Owned Satellites                                                             
|Schedule IX   |  | - |  | Address for Notices                                                          
|             
|EXHIBIT A     |  | - |  | Form of Assignment and Acceptance                                            
|EXHIBIT B     |  | - |  | Form of Process Agent Acceptance                                             
|EXHIBIT C     |  | - |  | Form of Borrowing Request                                                    
|EXHIBIT D     |  | - |  | Form of Promissory Note                                                      
|EXHIBIT E-1   |  | - |  | Form of Opinion of Special New York Counsel to the Borrower                  
|EXHIBIT E-2   |  | - |  | Form of Opinion of Special FCC Counsel to the Borrower                       
|EXHIBIT E-3   |  | - |  | Form of Opinion of the General Counsel of Intelsat Global Service
Corporation
|EXHIBIT F     |  | - |  | Form of Opinion of Special Bermuda Counsel to the Borrower                   
|EXHIBIT G     |  | - |  | Form of Opinion of Special New York Counsel to the Administrative Agent      
|EXHIBIT H     |  | - |  | Form of Compliance Certificate                                               
|EXHIBIT I     |  | - |  | Form of Satellite Health Report                                              

(iv)



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CREDIT AGREEMENT dated as of December 17, 2003, among INTELSAT, LTD., the
LENDERS party hereto and CITICORP NORTH AMERICA, INC., as Administrative Agent.

The Borrower (as hereinafter defined) has entered into an Asset Purchase
Agreement, dated as of July 15, 2003, as amended (the Asset Purchase
Agreement), among the Borrower, Intelsat (Bermuda), Ltd., Loral Space &
Communications Corporation (Loral Space), Loral SpaceCom Corporation (Loral
SpaceCom) and Loral Satellite, Inc. (together with Loral Space and Loral
SpaceCom, the Sellers), pursuant to which it has agreed, subject to the terms
and conditions thereof, (a) to purchase certain assets, including certain
geostationary earth orbit satellites (GEO Satellites) on which transponder
capacity is leased or sold to customers for various applications, which are
referred to as Telstar 5, Telstar 6, Telstar 7 and Telstar 13 (to the extent of
Sellers ownership of Telstar 13), as well as that GEO Satellite, which is
referred to as Telstar 8, which is currently under construction, and other
related assets and (b) to prepay a portion of the purchase price for the
purchase of one new geostationary earth orbit satellite, to the extent payable
under the Asset Purchase Agreement (the New GEO Satellite) and other assets
contemplated by the New Procurement Agreement attached as Annex I to the Asset
Purchase Agreement.

The Borrower has issued the Bonds (as defined below) all or a portion of
the proceeds of which it currently anticipates will be used by it to finance
the purchase of those assets to be purchased pursuant to the Asset Purchase
Agreement and, in addition thereto, the Borrower has requested that the Lenders
(as hereinafter defined) extend credit to it in an aggregate outstanding
principal or face amount not exceeding $800,000,000, (a) to finance certain
payments to be made by it under the Asset Purchase Agreement, (b) to pay the
Euronotes (as hereinafter defined) and the Dragonbonds (as hereinafter defined)
at maturity (or to replenish cash-on-hand, or refinance commercial paper or
short-term revolving loans, used to pay such indebtedness), (c) for working
capital and other general corporate purposes of the Borrower and its
subsidiaries and (d) to pay fees and expenses in connection with the foregoing
transactions and the financing contemplated hereby.

The Lenders are prepared to extend such credit upon the terms and
conditions hereof, and, accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

Acquisition means the transactions contemplated by the Asset Purchase
Agreement that are, under the terms of the Asset Purchase Agreement, to take
place either prior to or substantially simultaneously on the Closing
Date.

Administrative Agent means Citicorp, in its capacity as administrative
agent for the Lenders hereunder.

Credit Agreement



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- 2 -

Administrative Questionnaire means an administrative questionnaire in a
form supplied by the Administrative Agent.

Affiliate means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.
Notwithstanding the foregoing, no individual shall be an Affiliate solely by
reason of his or her being a director, officer or employee of the Borrower or
any of its Affiliates.

Agreement means this Credit Agreement.

Applicable Percentage means, with respect to any Lender in respect of
any indemnity claim under Section 10.03(c) arising out of an action or omission
of the Administrative Agent under this Agreement, the percentage of the total
Commitments or Loans of all Classes hereunder represented by the aggregate
amount of such Lenders Commitments or Loans of all Classes hereunder. If the
Revolving Credit Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon the Revolving Credit Commitments
most recently in effect, giving effect to any assignments.

Applicable Rate means, in respect of each Loan and the commitment fee,
during any Rating Level Period, the rate per annum set forth below opposite
such Rating Level Period for such Loan or the commitment fee, as the case may
be.

|                      |  |                |      |                      |      |                |      |   |       |   |       |  
|--------------------- |  | -------------- | ---- | -------------------- | ---- | -------------- | ---- | - | ----- | - | ----- | -
|Rating Level Period   |  | Base Rate Loan |      | Eurodollar Rate Loan |      | Commitment Fee
|                      |  |                |      |                      |      |               
|Rating Level 1 Period |  | Nil            |      |                      | 0.75 | %              |      |   | 0.125 | %
|Rating Level 2 Period |  | Nil            |      |                      | 1.00 | %              |      |   | 0.150 | %
|Rating Level 3 Period |  |                | 0.25 | %                    |      |                | 1.25 | % |       |   | 0.200 | %
|Rating Level 4 Period |  |                | 0.50 | %                    |      |                | 1.50 | % |       |   | 0.250 | %
|Rating Level 5 Period |  |                | 1.00 | %                    |      |                | 2.00 | % |       |   | 0.375 | %

Each change in the Applicable Rate resulting from a Rating Level Change
shall be effective on the date of such Rating Level Change.

Approved Fund means, with respect to any Lender that is a fund that
invests in commercial loans in the ordinary course of business, any other fund
that invests in commercial loans in the ordinary course of business and is
managed, advised or administered by the same investment advisor as such Lender.

Arrangers means Citigroup Global Markets, Inc., BNP Paribas and Morgan
Stanley Senior Funding, Inc.

Asset Purchase Agreement has the meaning assigned to such term in the
recitals hereto.

Assignment and Acceptance means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent
is required by Section
10.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent and the Borrower (which
approval, in the case of the Borrower, shall not be unreasonably withheld or
delayed).

Credit Agreement



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- 3 -

Attributable Debt means, on any date, in respect of any Capital Lease
Obligation, the capitalized amount thereof that would appear on a consolidated
balance sheet of the Borrower and its Restricted Subsidiaries prepared as of
such date in accordance with GAAP.

Base Rate means, for any period, a fluctuating interest rate per annum
in effect from time to time, which rate per annum shall at all times be equal
to the higher of:



| |                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------
| | (a) the rate of interest announced publicly by Citibank in New York,
New York from time to time as Citibanks base rate; and



| |                                                                               
| | ------------------------------------------------------------------------------
| | (b) 1/2 of one percent per annum above the Federal Funds Rate for
such period.

Base Rate Loan means, at any time, a Loan which bears interest at rates
based upon the Base Rate.

Board means the Board of Governors of the Federal Reserve System of the
United States of America.

Bonds means (a) the 5.25% Senior Notes due November 1, 2008 in the
aggregate principal amount of $400,000,000 issued by the Borrower and
outstanding as of the date hereof and (b) the 6.50% Senior Notes due November
1, 2013 in the aggregate principal amount of $700,000,000 issued by the
Borrower and outstanding as of the date hereof.

Borrower means Intelsat, Ltd., a Bermuda limited liability company.

Borrowing means (a) all Base Rate Loans of the same Class made,
converted or continued on the same date or (b) all Eurodollar Rate Loans of the
same Class that have the same Interest Period.

Borrowing Request means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

Business Day means a day of the year on which banks are not required or
authorized to close in New York City and, if the applicable Business Day
relates to any Eurodollar Rate Loan, on which dealings are carried on in the
London interbank market.

Capital Lease Obligations of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in
accordance with GAAP.

Casualty Event means, with respect to any property of any Person, any
loss of or damage to, or any condemnation or other taking of, such property for
which such Person or any of its Restricted Subsidiaries receives insurance
proceeds, or proceeds of a condemnation award or other compensation, including
any such event relating to any part of the Transferred

Credit Agreement



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- 4 -

Business as a result of
which the Borrower or any of its Restricted Subsidiaries receives any such
proceeds or other compensation by operation of the Asset Purchase Agreement.
The loss of Telstar 4 shall be deemed not to be a Casualty Event.

Change in Control means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Exchange Act) other than Lockheed Martin Corporation or any of
its Affiliates, of shares representing more than 30% of the aggregate ordinary
voting power or economic interests represented by the issued and outstanding
ordinary shares of the Borrower; (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) nominated by the board of directors or a committee of the
board of directors of the Borrower nor (ii) appointed by directors so
nominated; or (c) the acquisition of direct or indirect Control of the Borrower
by any Person or group other than Lockheed Martin Corporation or any of its
Affiliates.

Change in Law means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.14(b), by any lending office of such Lender or by such
Lenders holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

Citibank means Citibank, N.A.

Citicorp means Citicorp North America, Inc.

Class, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are Revolving
Credit Loans or Term Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Credit Commitment or Term Loan
Commitment.

Closing Date means the date on which the conditions specified in Section
5.01 are satisfied (or waived in accordance with Section 10.02).

Code means the Internal Revenue Code of 1986, as amended from time to
time.

Commitment means a Revolving Credit Commitment or Term Loan Commitment,
or any combination thereof (as the context requires).

Control means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
Controlling and Controlled have meanings correlative thereto.

Covered Satellite means any In-Orbit Satellite and any Satellite Under
Construction.

Credit Agreement



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- 5 -

Debt for Borrowed Money of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services,
(e) all Debt for Borrowed Money of others secured by (or for which the holder
of such Debt for Borrowed Money has an existing right, contingent or otherwise,
to be secured by) any Lien on property owned or acquired by such Person,
whether or not the Debt for Borrowed Money secured thereby has been assumed,
(f) all Guarantees by such Person of Debt for Borrowed Money of others, (g) all
Attributable Debt of such Person and (h) the outstanding principal amount of
all income and revenues (including accounts receivable) and rights in respect
of any thereof sold by such Person in a Qualifying Receivables Transaction;
provided, however, that Debt for Borrowed Money shall not include current
accounts payable, trade accounts payable or accrued liabilities incurred, or
deferred performance incentives accrued, in the ordinary course of business.
The Debt for Borrowed Money of any Person shall include the Debt for Borrowed
Money of any other entity (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of
such Persons ownership interest in or other relationship with such entity,
except to the extent the terms of such Debt for Borrowed Money provide that
such Person is not liable therefor.

Default means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

Designated Acquired Assets means assets acquired pursuant to an
acquisition, whether by way of a purchase of assets or stock, merger,
consolidation or otherwise (or comprising a business unit or division acquired
pursuant to such a transaction), that are identified in writing to the
Administrative Agent prior to the date of consummation of such transaction as
being intended for sale promptly after such consummation.

Disclosed Matters means the actions, suits and proceedings disclosed in
Schedule IV and the environmental matters disclosed in Schedule V.

Disposition means any sale, assignment, transfer or other disposition of
any property (whether now owned or hereafter acquired) by the Borrower or any
of its Restricted Subsidiaries to any other Person, excluding any sale,
assignment, transfer or other disposition of any property (a) in exchange for
which the Borrower and the Restricted Subsidiaries received consideration
(valued, in the case of non-cash consideration, at fair market value) of less
than $10,000,000 in any single transaction or series of related transactions
and $50,000,000 in the aggregate after the date hereof, (b) constituting the
sale, assignment, transfer, lease or other disposition in the ordinary course
of business of goods, services or communications capacity (other than
satellites, transponders and ground stations), (c) constituting Qualifying
Receivables Transactions, (d) constituting sales of ordinary shares of the
Borrower in accordance with the Teleglobe Share Purchase Agreement, (e)
constituting sales of ordinary shares of the Borrower
pledged to it in connection with the privatization of its predecessor
entity or to secure payment obligations owing under customer service contracts
and (f) to the Borrower or any Restricted Subsidiary.

Credit Agreement



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##### 



- 6 -

Disqualified Person means any Person (a) whose access to any of the
relevant property or data would breach any law, rule or regulation of any
applicable Governmental Authority (including the International Traffic in Arms
Regulations), (b) who engages as one of such Persons principal activities in,
or is an employee, officer, director or consultant of any other Person engaged
in, a business of or relating to the provision of communications services
(including satellite launch services and satellite operations services) or
otherwise whose access to any of the relevant property or data the Borrower
believes could lead to competitive harm to the Borrower or any of its
Subsidiaries or (c) who is a party, or is an employee, officer or director of a
party, to any pending or overtly threatened action, suit or proceeding before
any arbitrator or Governmental Authority and is adverse in interest to the
Borrower or any of its Subsidiaries in such action, suit or proceeding.

Dollars or $ means the lawful currency of the United States of
America.

Dragonbonds means the Borrowers 6-5/8% Notes due March 24, 2004 in the
aggregate principal amount of $200,000,000 outstanding as of the date hereof.

Early Termination Date means April 30, 2004.

EBITDA means, for any period, the sum, for the Borrower and its
Restricted Subsidiaries (determined on a consolidated basis without
duplication), of the following: (a) net operating income (calculated before
taxes, Interest Expense, extraordinary or unusual items and income or loss
attributable to equity in unconsolidated affiliates) for such period plus (b)
depreciation, amortization and other non-cash charges or expenses (to the
extent deducted in determining net operating income) for such period plus (c)
amounts received in cash (net of cash expenses associated therewith) during
such period under the Transponder Purchase Agreement, dated September 12, 2000,
between the International Telecommunications Satellite Organization and Telenor
Satellite Services AS, as amended by Amendment to Agreement, dated April 2,
2003, between Intelsat LLC, Telenor Satellite Services AS and Telenor Inma AS,
as in effect on the date hereof minus (d) non-cash revenues and expenses
associated with the Transponder Purchase Agreement referred in the preceding
clause (c) (to the extent included in determining net operating income).
Notwithstanding the foregoing, if during any period for which EBITDA is being
determined the Borrower or any of its Restricted Subsidiaries shall have
consummated any acquisition (including, without limitation, the Acquisition) or
Disposition of a business or operating unit then, for all purposes of this
Agreement, EBITDA shall be determined on a pro formabasis as if such
acquisition or Disposition had been made or consummated on the first day of
such period.

Environmental Laws means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release
of any Hazardous Material or health and safety matters in connection with
any Hazardous Material.

Environmental Liability means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of

Credit Agreement



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the Borrower or any Restricted Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

Equity Rights means, with respect to any Person, any subscriptions,
options, warrants, commitments, preemptive rights or agreements of any kind
(including any shareholders or voting trust agreements) for the issuance,
sale, registration or voting of, or securities convertible into, any additional
shares of capital stock of any class, or partnership or other ownership
interests of any type in, such Person.

ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

ERISA Affiliate means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

ERISA Event means (a) any reportable event, as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an accumulated funding deficiency (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c)
the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g)
the receipt by the Borrower or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

Eurodollar, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are bearing
interest at a rate determined by reference to the Eurodollar Rate.

Eurodollar Rate means, for any Interest Period for each Eurodollar Rate
Loan, the rate per annum (rounded upward, if necessary, to the nearest whole
multiple of 1/100 of 1% per annum) appearing on Telerate Page 3750 as of 11:00
a.m. (London time) on the date (as to any Interest Period, the Determination
Date) that is two Business Days before the first day of such Interest Period,
as LIBOR for a period equal to such Interest Period. In the event that

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- 8 -

Telerate Page 3750 shall cease to report such LIBOR or, in the reasonable
judgment of the Required Lenders, shall cease to accurately reflect such LIBOR,
then the Eurodollar Rate with respect to such Interest Period for such
Eurodollar Rate Loan shall be the rate per annum at which deposits in U.S.
dollars are offered by the principal office of Citibank in London, England to
leading banks in the London interbank market at 11:00 a.m. (London time) on the
Determination Date in an amount comparable to the amount of the related
Borrowing and for a period equal to such Interest Period.

Euronotes means the Borrowers 8-3/8% Notes due October 14, 2004 in the
aggregate principal amount of $200,000,000 outstanding as of the date hereof.

Event of Default has the meaning assigned to such term in Article VIII.

Exchange Act means the Securities Exchange Act of 1934, as amended, and
the rules of the SEC thereunder as in effect on the date hereof.

Excluded Taxes means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by Bermuda (unless such taxes are imposed
solely as a result of entering into this Agreement, receipt of payments
hereunder or enforcement of rights hereunder) or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office
is located, (b) any branch profits taxes imposed by Bermuda or any similar tax
imposed by any other jurisdiction in which the Borrower is located (unless such
taxes are imposed solely as a result of entering into this Agreement, receipt
of payments hereunder or enforcement of rights hereunder) and (c) any tax
attributable to a failure to comply with Section 2.16(h), (d) any withholding
tax or deduction arising from a judicial or administrative direction to
Borrower to withhold or deduct tax from any payment based on a failure of any
payee to timely pay tax or report income subject to tax as determined by such
court or administrator and or the property of such payee is otherwise subject
to judicial or administrative attachment, lien, or levy in connection with a
court or administrative proceeding and where such determination or proceeding
arises as a result of payees general tax position and not attributable in
whole or in part to the entering into of this Agreement, and (e) any other tax
unless such tax is imposed as a result of a change in law occurring after the
date of this Agreement or the date on which a person becomes the Administrative
Agent or a Lender.

Existing Credit Agreement means the 3-Year Credit Agreement, dated as of
March 21, 2002 among the Borrower, the Banks referred to therein and Citibank,
as agent.

FCC means the Federal Communications Commission or any governmental
authority substituted therefor.

FCC Licenses means all authorizations, orders and licenses issued by the
FCC to the Borrower or any of its Restricted Subsidiaries, under which the
Borrower or any of its Restricted Subsidiaries is authorized to launch and/or
operate any of its Covered Satellites or to operate, transmit and receive earth
stations (other than licenses or authorizations that are no longer in effect).

Credit Agreement



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- 9 -

Federal Funds Rate means, for any day, a fluctuating interest rate per
annum equal for such day to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

Financial Officer means (a) the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower or (b) if and to
the extent his or her legal authority to act on behalf of the Borrower is
demonstrated to the reasonable satisfaction of the Administrative Agent, the
chief financial officer, principal accounting officer, treasurer or controller
of Intelsat Global Service Corporation.

Foreign Lender means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located.

Foreign Subsidiary means any Subsidiary of the Borrower that is not
organized under the laws of any jurisdiction within the United States.

GAAP means generally accepted accounting principles in the United States
of America.

Galaxy means Galaxy Satellite TV Holdings Limited, a Hong Kong
corporation.

Governmental Authority means the government of the United States of
America, of Bermuda or of any other nation, or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity (including any federal or
other association of or with which any such nation may be a member or
associated) exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

Guarantee of or by any Person (the guarantor) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the primary obligor) in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the
payment thereof, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness or other obligation or
(d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation; provided, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

Credit Agreement



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- 10 -

Hazardous Materials means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

Hedging Agreement means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement, total return
swap or other interest or currency exchange rate or commodity price or equity
value hedging arrangement. For purposes of determining Material Indebtedness
and for purposes of Section 7.02(k), the principal amount of the obligations
of any Person in respect of any Hedging Agreement at any time shall be the
aggregate amount (giving effect to any netting agreements) that such Person
would be required to pay if such Hedging Agreement were terminated at such
time.

Indebtedness of any Person means, without duplication, (a) Debt for
Borrowed Money of such Person, (b) all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (c)
all Guarantees by such Person of Indebtedness of others, (d) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty (excluding any ordinary trade credit)
and (e) all obligations, contingent or otherwise, of such Person in respect of
bankers acceptances; provided, however, that Indebtedness shall not include
current accounts payable or trade accounts payable incurred in the ordinary
course of business or performance bonds or other obligations incurred in
connection with the application for or grant of any license, approval, order or
authorization, or any renewal thereof, by any Governmental Authority. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Persons ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

Indemnified Taxes means Taxes other than Excluded Taxes.

In-Orbit Insurance means, with respect to any In-Orbit Satellite,
insurance for risks of loss of and damage to such In-Orbit Satellite attaching
upon the expiration of the Launch Insurance therefor and renewals during the
commercial in-orbit service of such In-Orbit Satellite.

In-Orbit Satellite means a satellite owned by the Borrower or any of its
Restricted Subsidiaries that has been launched, excluding any satellite that
has been decommissioned or that has otherwise suffered a constructive or actual
total loss.

Interest Coverage Ratio means, as at any date, the ratio of (a) EBITDA
for the period of four fiscal quarters ending on or most recently ended prior
to such date to (b) Interest Expense for such period. Notwithstanding the
foregoing, (i) if during any period for which Interest Expense is being
determined the Borrower or any of its Restricted Subsidiaries shall have
consummated any acquisition or Disposition then, for all purposes of this
Agreement, Interest Expense shall be determined on a pro formabasis as if such
acquisition or Disposition

Credit Agreement



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(and any Indebtedness incurred by the Borrower or
any of its Restricted Subsidiaries in connection with such acquisition or
repaid as a result of such Disposition) had been made or consummated (and such
Indebtedness incurred or repaid) on the first day of such period and (ii) if,
as at any date (a calculation date), fewer than four complete consecutive
fiscal quarters have elapsed subsequent to the Closing Date, Interest Expense
shall be calculated (after giving effect to the adjustment contemplated in the
foregoing clause (i)) only for the portion of such period commencing on the
Closing Date and ending on the calculation date and shall then be annualized by
multiplying the amount of such Interest Expense by a fraction, the numerator of
which is 365 and the denominator of which is the number of days during the
period commencing on the day immediately following the Closing Date through and
including the calculation date.

Interest Election Request means a request by the Borrower to convert or
continue a Borrowing in accordance with Section 2.06.

Interest Expense means, for any period, the sum, for the Borrower and
its Restricted Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following: (a) all interest in
respect of Debt for Borrowed Money (including the interest component of any
payments in respect of Attributable Debt) accrued or capitalized during such
period (whether or not actually paid during such period but excluding interest
actually paid in kind) plus (b) the net amount payable (or minus the net amount
receivable) under Hedging Agreements relating to interest during such period
(whether or not actually paid or received during such period) minus (c)
interest income for such period (but only to the extent not included in the
determination of EBITDA for such period).

Interest Payment Date means (a) with respect to any Base Rate Loan, each
Quarterly Date and (b) with respect to any Eurodollar Rate Loan, the last day
of each Interest Period therefor and, in the case of any Interest Period of
more than three months duration, each day prior to the last day of such
Interest Period that occurs at three-month intervals after the first day of
such Interest Period.

Interest Period means, for any Eurodollar Loan or Borrowing, the period
commencing on the date of such Loan or Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as specified in the applicable Borrowing Request or Interest
Election Request; provided, that (i) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, (ii) any Interest Period that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Loan initially shall be
the date
on which such Loan is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Loan, and the date of a
Borrowing comprising Loans that have been converted or continued shall be the
effective date of the most recent conversion or continuation of such Loans.

Credit Agreement



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- 12 -

Investment means, for any Person: (a) the acquisition (whether for
cash, property, services or securities or otherwise, but not to the extent
consideration for the acquisition consists of ordinary shares of the Borrower)
of capital stock, bonds, notes, debentures, partnership or other ownership
interests or other securities of any other Person or any agreement to make any
such acquisition (including any short sale or any sale of any securities at a
time when such securities are not owned by the Person entering into such sale);
(b) the making of any deposit with, or advance, loan or other extension of
credit to, any other Person (including the purchase of property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such property to such Person), but excluding (i) prepayments under
contracts for the construction, launch, operation or insurance of Covered
Satellites entered into in the ordinary course of business on customary
business terms and (ii) any such deposit, advance, loan or extension of credit
arising in the ordinary course of business in connection with the sale or lease
of satellite capacity or other communication services, operational services,
administrative services or any other similar services on customary business
terms; (c) the entering into of any Guarantee of, or other contingent
obligation with respect to, Indebtedness or other liability of any other Person
and (without duplication) any amount committed to be advanced, lent or extended
to any other Person, but excluding any such amount which such Person has no
commitment (contingent or otherwise) to advance, lend or extend before the
Termination Date; or (d) the entering into of any Hedging Agreement.

IPO means the initial public offering by the Borrower of its Voting
Stock.

Launch means, with respect to any In-Orbit Satellite, the point in time
at which risk of loss of such Satellite passes to the applicable Satellite
Purchaser under the terms of the applicable Satellite Purchase Agreement.

Launch Insurance means, with respect to any In-Orbit Satellite,
insurance for risks of loss of and damage to such In-Orbit Satellite attaching
not later than the time of Launch and continuing until a minimum of 180 days
after Launch.

Launch Services Agreement means, with respect to any In-Orbit Satellite,
the agreement between the applicable Satellite Purchaser and the applicable
Launch Services Provider relating to the launch of such In-Orbit Satellite.

Launch Services Provider means, with respect to any In-Orbit Satellite,
the provider of launch services for such In-Orbit Satellite pursuant to the
terms of the Launch Services Agreement related thereto.

Lenders means the Persons listed on Schedule I and any other Person that
shall have become a party hereto pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance.

Leverage Ratio means, as at any date, the ratio of (a) the sum of all
Debt for Borrowed Money of the Borrower and its Restricted Subsidiaries
(determined on a consolidated basis without duplication in accordance with
GAAP) on such date to(b) EBITDA for the period of four consecutive fiscal
quarters ending on or most recently ended prior to such date.

Lien means, with respect to any asset owned by any Person, (a) any
mortgage,

Credit Agreement



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deed of trust, lien, pledge, hypothecation, encumbrance, charge or
security interest in, on or of such asset, (b) the interest of a vendor or a
lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of
securities owned by such Person, any purchase option, call or similar right of
a third party with respect to such securities.

Loans means Term Loans and Revolving Credit Loans.

Margin Stock means margin stock within the meaning of Regulations T, U
and X of the Board.

Material Adverse Effect means a material adverse effect on (a) the
business, assets, operations or condition, financial or otherwise, of the
Borrower and its Restricted Subsidiaries taken as a whole or (b) the ability of
the Borrower to perform any of its obligations under this Agreement.

Material Indebtedness means, without duplication, Indebtedness (other
than the Loans), or obligations in respect of one or more Hedging Agreements,
of any one or more of the Borrower and its Restricted Subsidiaries in an
aggregate principal amount exceeding $50,000,000.

Moodys means Moodys Investors Service, Inc. and its successors.

Moodys Rating means, at any time, the rating of the long-term senior
unsecured non-credit-enhanced debt obligations of the Borrower then outstanding
most recently announced by Moodys.

Multiemployer Plan means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

Net Available Proceeds means:

(a) in the case of any Prepayment Disposition, the aggregate amount of
all cash payments, and the fair market value of any non-cash consideration,
received by the Borrower and its Restricted Subsidiaries directly or indirectly
in connection with such Prepayment Disposition; provided that (i) Net Available
Proceeds shall be net of (x) the amount of any legal, title, accounting,
investment banking and recording tax expenses, commissions and other fees and
expenses payable by the Borrower and its Restricted Subsidiaries in connection
with such Prepayment Disposition and (y) any foreign or U.S. Federal, state and
local income or other taxes estimated to be payable by the Borrower and its
Restricted Subsidiaries as a result of such Prepayment Disposition, (ii) Net
Available Proceeds shall be net of any repayments (including
reasonable expenses in connection therewith) by the Borrower or any of its
Restricted Subsidiaries of Indebtedness to the extent that (x) such
Indebtedness is secured by a Lien on the property that is the subject of such
Prepayment Disposition and (y) the transferee of (or holder of a Lien on) such
property requires that such Indebtedness be repaid as a condition to the
purchase of such property and (iii) Net Available Proceeds shall be net of all
reserves required by GAAP

Credit Agreement



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to be established and in fact established and
maintained by the Borrower and its Restricted Subsidiaries to fund contingent
liabilities reasonably estimated to be payable during the period of 24 months
following the date that such Prepayment Disposition occurred (or, if a dispute
shall arise, promptly following resolution of such dispute), provided that such
amounts shall constitute Net Available Proceeds at the times and to the extent
such amounts are released from such reserve; and

(b) in the case of any Casualty Event, the aggregate amount of proceeds
of insurance, condemnation awards and other compensation received by the
Borrower and its Restricted Subsidiaries in respect of such Casualty Event
(other than the proceeds of third-party liability insurance, rent insurance,
business interruption insurance and other payments for interruption of
operations maintained by or on behalf of, or the rights to which have been
assigned to, the Borrower and the Restricted Subsidiaries) net of (i)
reasonable expenses incurred by the Borrower and its Restricted Subsidiaries in
connection therewith, (ii) contractually required repayments of Indebtedness to
the extent secured by a Lien on such property, (iii) any income and transfer
taxes payable by the Borrower or any of its Restricted Subsidiaries in respect
of such Casualty Event and (iv) contractually required payments in the nature
of damages, warranties and other similar third party claims payable by the
Borrower or of any of the Restricted Subsidiaries as a result of such Casualty
Event (but only to the extent that such payments are in fact made within three
months of receipt of proceeds of such Casualty Event).

New GEO Satellite has the meaning assigned to such term in the recitals
hereto.

Other Taxes means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under this Agreement or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement.

ORBIT Act Event means the occurrence of all of the following events: (a)
either (i) the deadline established by the Open market Reorganization for the
Betterment of International Telecommunications Act for the initial public
offering by the Borrower of its ordinary shares (after giving effect to any
extension thereof granted by the FCC) has passed without the Borrower having
effected such initial public offering or (ii) the FCC has rejected the
Borrowers application to extend such deadline beyond December 31, 2003, (b)
the Required Lenders or the Administrative Agent (at the request of any Lender)
has requested that the Borrower explain to the Lenders the likely effect of the
Borrowers failure to effect such initial public offering or such rejection by
the FCC, as the case may be, and (c) the Required Lenders have notified the
Administrative Agent that the Borrower has failed to demonstrate to their
reasonable satisfaction that such failure or rejection, as the case may be,
will not have a material adverse effect on the business, assets, operations,
prospects or condition, financial or otherwise, of the Borrower and its
Restricted Subsidiaries, taken as a whole.

PBGC means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

Credit Agreement



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Permitted Encumbrances means:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Liens imposed by law for taxes, assessments or governmental
charges or levies in respect of property or assets of the Borrower or its
Subsidiaries that are not yet due or delinquent or are being contested in
good faith and by appropriate proceedings if adequate reserves with
respect thereto are maintained on the books of the Borrower or the
Restricted Subsidiaries, as the case may be, in accordance with GAAP;



| |                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) carriers, warehousemens, mechanics, materialmens,
repairmens and other like Liens imposed by law or by contract (including
brokers and bankers liens and rights of set-off), arising in the
ordinary course of business and securing obligations that are not overdue
by more than 60 days or are being contested in good faith and by
appropriate proceedings;



| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) pledges and deposits made in the ordinary course of business in
compliance with workers compensation, unemployment insurance, old age
pensions and other social security or retirement benefits laws or
regulations;



| |                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature, in each case in the ordinary
course of business;



| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | (e) liens in respect of judgments that do not constitute an Event
of Default under clause (k) of Article VIII; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) easements, zoning or building restrictions, rights-of-way,
reservations, encroachments, variations and other similar encumbrances
and restrictions (whether or not recorded) on real property imposed by
law or arising in the ordinary course of business that do not secure any
monetary obligations and do not materially detract from the value of the
affected property or materially interfere with the ordinary conduct of
business of the Borrower or any Restricted Subsidiary;

provided that the term Permitted Encumbrances shall not include any Lien
securing Indebtedness.

Permitted Investments means:



| |             
| | ------------
| | (a) Dollars;



| |                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are
backed by the full faith and credit of the United States of America), in
each case maturing within one year from the date of acquisition thereof;
|
| | (c) investments in commercial paper maturing within one year from
the date of acquisition thereof and having, at such date of acquisition,
with a rating of at least A-1 and P-1 from Standard & Poors and Moodys,
respectively;                                                                                                                             

Credit Agreement



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) investments in certificates of deposit, bankers acceptances and
time deposits maturing within one year from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit
accounts issued or offered by, any domestic office of any commercial bank
organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of
not less than $250,000,000;



| |                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) repurchase agreements with a term of not more than 30 days for
securities described in clause (b) of this definition and entered into
with a financial institution satisfying the criteria described in clause
(d) of this definition;



| |                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) readily marketable direct obligations issued by any State of the
United States of America or any political subdivision thereof having a
rating of at least A-1 or P-1, respectively, from either Standard &
Poors or Moodys;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) to the extent determined by the Borrower in good faith to be
necessary for local currency working capital requirements of a Restricted
Subsidiary that is a Foreign Subsidiary, other cash equivalents, provided
(x) such Investment is made by such Foreign Subsidiary and (y) the
aggregate amount of such Investments permitted by this clause (g) for all
Restricted Subsidiaries that are Foreign Subsidiaries shall not exceed
$10,000,000; and



| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) money market mutual funds having assets in excess of
$250,000,000, substantially all of the assets of which are comprised of
assets specified in clauses (a) through (f) above.

Person means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

Plan means any employee pension benefit plan subject to the provisions
of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in
respect of which the Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an employer as
defined in Section 3(5) of ERISA.



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | Prepayment Disposition means any Disposition by the Borrower or
its Restricted Subsidiaries other than Dispositions:



| |                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) in the ordinary course of business and on ordinary business
terms reasonably consistent with prior practice of the Borrower or such
Restricted Subsidiary in an aggregate amount not exceeding $500,000,000
during the term of this Agreement;



| |                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) of obsolete or worn-out property, tools or equipment, or
property, tools or equipment no longer used or useful in the business of
the Borrower or any of its Restricted Subsidiaries;
|
| | (c) of Permitted Investments;                                                                                                                                                            



| |                                   
| | ----------------------------------
| | (d) of Designated Acquired Assets;

Credit Agreement



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- 17 -



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) of Investments in Unrestricted Subsidiaries or joint ventures to
the extent such investments are outstanding on the date hereof or
permitted under the terms of this Agreement at the time made;



| |                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | (f) of property that is the subject of a condemnation or other
taking by a Governmental Authority or is the subject of another Casualty
Event;



| |                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) of rights under satellite construction or launch contracts for
fair value, taking into account business and monetary considerations (it
being understood that the termination of a contract, and receipt by the
Borrower or any of the Restricted Subsidiaries of cash or other
consideration previously paid, shall not be deemed to be a Disposition
for any purpose);



| |                                                           
| | ----------------------------------------------------------
| | (h) to a Subsidiary of the Borrower or to the Borrower; or



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | (i) of rights to use orbital locations for fair value, taking into
account business and monetary considerations.



| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | (j) of Intelsat Global Service Corporations building located in
Washington, D.C. and its lease for office space in Washington, D.C.;



| |                                  
| | ---------------------------------
| | (k) of one Covered Satellite; and



| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | (l) contemplated by the Teleglobe Share Purchase Agreement, dated as
of August 21, 2002, between Teleglobe Inc. and Intelsat Global Sales &
Marketing Ltd.

Process Agent has the meaning assigned to such term in Section 10.09(c).

Process Agent Acceptance means a letter from the Process Agent to the
Administrative Agent, substantially in the form of Exhibit B.

Qualifying Receivables Transaction means any transaction or series of
transactions that may be entered into by the Borrower or any of its Restricted
Subsidiaries pursuant to which the Borrower or such Restricted Subsidiary, as
the case may be, may sell, convey or otherwise transfer to (a) a Receivables
Subsidiary (as defined below), in the case of a transfer by the Borrower or any
of its Subsidiaries intended to be a true sale transaction and (b) any other
Person, in the case of a transfer by a Receivables Subsidiary, and any
Receivables Subsidiary may transfer, or grant a security interest in, any
receivables (whether now existing or arising in the future) of the Borrower or
any of its Restricted Subsidiaries and any assets related thereto, including
all collateral securing such receivables, all contracts and all guarantees or
other obligations in respect thereof and the proceeds thereof; provided that
(i) the aggregate outstanding principal amount of Indebtedness of the
Receivables Subsidiaries incurred in connection with such transactions shall
not exceed $300,000,000 at any time outstanding and (ii)
there shall be no recourse under such securitization to the Borrower or
any of its other Restricted Subsidiaries other than pursuant to Standard
Securitization Undertakings (as defined below). For purposes of this
definition, (A) Receivables Subsidiary means a Restricted Subsidiary that is
a Wholly Owned Subsidiary of the Borrower which engages in no activities

Credit Agreement



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##### 



- 18 -

other
than in connection with the financing of receivables and which is designated by
the Board of Directors of the Borrower as a Receivables Subsidiary (as
evidenced by filing with the Administrative Agent a certified copy of the
resolution of such Board of Directors giving effect to such designation and a
certificate of a Financial Officer to the effect that such designation complied
with the conditions specified in this definition of Receivables Subsidiary),
(a) no portion of the Indebtedness or any other obligations (contingent or
otherwise) of which (i) is guaranteed by the Borrower or any Restricted
Subsidiary (excluding guarantees of obligations, other than the principal of,
and interest on, Indebtedness, under Standard Securitization Undertakings),
(ii) is recourse to or obligates the Borrower or any Restricted Subsidiary in
any way other than pursuant to Standard Securitization Undertakings or (iii)
subjects any property or asset of the Borrower or any Restricted Subsidiary,
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than the receivables and related assets sold into the applicable
Qualifying Receivables Transaction and other than pursuant to Standard
Securitization Undertakings and (b) to which neither the Borrower nor any
Restricted Subsidiary has any obligation to maintain or preserve such entitys
financial condition or cause such entity to achieve certain levels of operating
results and (B) Standard Securitization Undertakings means representations,
warranties, covenants and indemnities entered into by the Borrower or any
Restricted Subsidiary that are reasonably customary in the non-recourse
securitization of receivables transactions.

Quarterly Dates means (i) the quarterly anniversaries of the Closing
Date; provided that (a) whenever a quarterly anniversary would otherwise occur
on a day other than a Business Day, the relevant Quarterly Date shall be the
next succeeding Business Day (except that, if such extension would cause such
Quarterly Date to occur in the next following calendar month, such Quarterly
Date shall instead be the next preceding Business Day) and (b) if the relevant
calendar month in which such quarterly anniversary would fall does not have a
day that corresponds to the Closing Date, the relevant Quarterly Date shall be
the last Business Day of such calendar month and (ii) before the Closing Date,
the last Business Day of March, June, September and December in each year, the
first of which shall be the first such day after the date hereof.

Rating Level Change means a change in the Moodys Rating or the Standard
& Poors Rating (other than as a result of a change in the rating system of
such rating agency) that results in the change from one Rating Level Period to
another, which Rating Level Change shall be effective on the date on which the
relevant change in such rating is first publicly announced by Moodys or
Standard & Poors, as the case may be.

Rating Level Period means a Rating Level 1 Period, a Rating Level 2
Period, a Rating Level 3 Period, a Rating Level 4 Period or a Rating Level 5
Period; provided that:



| |                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Rating Level 1 Period means a period during which the Moodys
Rating is at or above A- or the Standard & Poors Rating is at or above
A3;                             
|
| | (b) Rating Level 2 Period means a period that is not a Rating
Level 1 Period during which the Moodys Rating is Baa1 or the Standards &
Poors Rating is at or above BBB+;

Credit Agreement



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- 19 -



| |                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) Rating Level 3 Period means a period that is not a Rating
Level 1 Period or a Rating Level 2 Period during which Moodys Rating is
at or above Baa2 or the Standard & Poors Rating is at or above BBB;



| |                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) Rating Level 4 Period means a period that is not a Rating
Level 1 Period, a Rating Level 2 Period or a Rating Level 3 Period during
which the Moodys Rating is at or above Baa3 or the Standard & Poors
Rating is at or above BBB-; and



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) Rating Level 5 Period means a period that is not a Rating
Level 1 Period, a Rating Level 2 Period, a Rating Level 3 Period or a
Rating Level 4 Period;

and provided further that if the Moodys Rating and the Standard & Poors
Rating differ by more than one rating level, then the Rating Level Period shall
be one Rating Level Period higher than the Rating Level Period resulting from
the application of the lower of such ratings (for which purpose Rating Level 1
Period is the highest Rating Level Period and Rating Level 5 Period is the
lowest Rating Level Period).

Register has the meaning set forth in Section 10.04.

Related Parties means, with respect to any specified Person, such
Persons Affiliates and the respective directors, officers and employees of
such Person and such Persons Affiliates.

Required Lenders means, at any time, subject to the last paragraph of
Section 10.02(b), Lenders having outstanding Loans and unused Commitments
representing more than 50% of the sum of the total outstanding Loans and unused
Commitments at such time. The Required Lenders of a particular Class means
Lenders having outstanding Loans and unused Commitments of such Class
representing more than 50% of the total outstanding Loans and unused
Commitments of such Class at such time.

Restricted Payment means any dividend or other distribution (whether in
cash, securities or other property) with respect to any shares of any class of
capital stock of the Borrower or any of its Restricted Subsidiaries, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such shares of capital stock of
the Borrower or any option, warrant or other right to acquire any such shares
of capital stock of the Borrower.

Restricted Subsidiaries means all Subsidiaries of the Borrower other
than Unrestricted Subsidiaries.

Revolving Credit, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are made
pursuant to Section 2.01(a).

Revolving Credit Availability Period means the period from and including
the Closing Date to but excluding the earlier of the Termination Date and the
date of termination of the Revolving Credit Commitments.

Credit Agreement



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##### 



- 20 -

Revolving Credit Commitment means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Credit Loans hereunder,
expressed as an amount representing the maximum aggregate amount of the
Revolving Credit Loans to be made by such Lender hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.04. The initial amount of each Lenders Revolving
Credit Commitment is set forth on Schedule I, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Revolving
Credit Commitment, as applicable. The initial aggregate amount of the Lenders
Revolving Credit Commitments is $400,000,000.

Revolving Credit Lender means a Lender with a Revolving Credit
Commitment.

Sale Order has the meaning assigned to such term in the Asset Purchase
Agreement.

Satellite Manufacturer means, with respect to any Satellite Under
Construction, the prime contractor and manufacturer of such Satellite Under
Construction.

Satellite Purchase Agreement means, with respect to any Satellite Under
Construction, the agreement between the applicable Satellite Purchaser and the
applicable Satellite Manufacturer relating to the manufacture, testing and
delivery of such Satellite Under Construction.

Satellite Purchaser means the Borrower or Restricted Subsidiary that is
a party to a Satellite Purchase Agreement or Launch Services Agreement, as the
case may be.

Satellite Under Construction means any satellite owned by the Borrower
or any of its Restricted Subsidiaries and any satellite purchased by the
Borrower or any of its Restricted Subsidiaries pursuant to the terms of a
Satellite Purchase Agreement, that is in the process of manufacture or has been
manufactured but not yet launched, including if delivered to the launch site
for the purposes of launch, but excluding any satellite that has suffered an
actual or constructive total loss.

SEC means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any or all of the functions of said Commission.

Sellers has the meaning assigned to such term in the recitals hereto.

Senior
Notes means each of the Borrowers 7-5/8% Notes due 2012
outstanding on the date hereof in an aggregate outstanding principal amount of
$600,000,000.

Senior Notes Indenture means that certain indenture dated as of April 1,
2002, made by and among the Borrower, as issuer, and The Bank of New York, as
trustee, pursuant to which the Senior Notes are issued.

Standard & Poors means Standard & Poors Ratings Service, presently a
division of The McGraw-Hill Companies, Inc., and its successors.

Credit Agreement



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##### 



- 21 -

Standard & Poors Rating means, at any time, the rating of the long-term
senior unsecured, non-credit-enhanced debt obligations of the Borrower then
outstanding most recently announced by Standard & Poors.

Subject Licenses means all: (a) FCC Licenses for the launch and/or
operation of Covered Satellites (other than licenses or authorizations that are
no longer in effect, Section 214 common carrier authorizations, and licenses or
authorizations relating to the operation of ground facilities and TT&C
Stations) and (b) all licenses and all other approvals, orders or
authorizations issued or granted by any Governmental Authority outside of the
United States of America for the launch and/or operation of the Covered
Satellites (other than licenses or authorizations that are no longer in effect,
common carrier licenses or authorizations, and licenses or authorizations
relating to the operation of ground facilities and TT&C Stations).

Subsidiary means, with respect to any Person (the parent) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parents consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent
or by the parent and one or more subsidiaries of the parent. Unless otherwise
specified, Subsidiary means a Subsidiary of the Borrower.

Taxes means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

Term, when used in reference to any Loan or Borrowing, refers to whether
the Class of such Loan or Borrowing is a Term Loan, as opposed to Revolving
Credit.

Term Loan Commitment means, with respect to each Lender, the commitment,
if any, of such Lender to make one or more Term Loans hereunder, expressed as
an amount representing the maximum aggregate principal amount of the Term Loans
to be made by such Lender hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.07 or 2.09(b) and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 10.04. The initial amount of each Lenders Term Loan Commitment is set
forth on Schedule I, or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Term Loan Commitment, as applicable. The initial
aggregate amount of the Lenders Term Loan Commitments is $400,000,000.

Term Loan Commitment Termination Date means October 14, 2004, provided
that if the Acquisition is not consummated on or before the Early Termination
Date, the Term Loan Commitment Termination Date shall mean the Early
Termination Date.

Term Loan Lender means a Lender with a Term Loan Commitment or an
outstanding Term Loan.

Credit Agreement



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##### 



- 22 -

Term Loans, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are made pursuant
to Section 2.01(b).

Termination Date means the third anniversary of the Closing Date, except
that if the Acquisition has not been consummated on or before the Early
Termination Date, the Termination Date shall mean the Early Termination Date.

Third Party Launch Liability Insurance means insurance for legal
liability for property loss or damage and bodily injury caused by any satellite
owned or purchased by the Borrower or any of its Restricted Subsidiaries or the
launch vehicle used to launch any such satellite and procured by the Launch
Services Provider with respect to such satellite in accordance with the terms
of the relevant Launch Services Agreement.

Transactions means the execution, delivery and performance by the
Borrower of this Agreement and the Asset Purchase Agreement, the consummation
of the Acquisition, the borrowing of Loans and the use of the proceeds thereof.

Transferred Business has the meaning assigned to such term in the Asset
Purchase Agreement.

TT&C Station means an earth station owned and operated by the Borrower
or any of its Restricted Subsidiaries for the purpose of providing tracking,
telemetry, control and monitoring of any Covered Satellite.

TT&C Transition Services Agreement means the TT&C Transition Services
Agreement by and among Intelsat (Bermuda), Ltd., Loral Space and SpaceCom,
dated as of July 15, 2003.

Type, when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans constituting such Borrowing,
is determined by reference to the Eurodollar Rate or the Base Rate.

Unrestricted Subsidiaries means (a) each of Galaxy and WildBlue during
such times as it is a Subsidiary of the Borrower and (b) each other Person
hereafter designated by the Borrower as an Unrestricted Subsidiary hereunder
if (i) at the time of such designation hereunder, such Person is also
designated as an Unrestricted Subsidiary under and in accordance with the
Senior Notes Indenture, (ii) the Borrower would be in compliance with Section
7.10 on a pro forma basis for the period of four fiscal quarters ending on or
most recently ended prior to the date of such designation if such Person had
been an Unrestricted Subsidiary during such period and (iii) at the time of
such designation, both immediately before and
immediately after giving effect thereto (including, without limitation,
following the application thereto of the last sentence of Section 7.05), no
Default shall have occurred and be continuing and (c) all Subsidiaries of
Unrestricted Subsidiaries.

Voting Stock means capital stock issued by a corporation or equivalent
interests in any other Person, the holders of which are entitled to vote for
the election of directors (or persons performing similar functions) of such
Person.

Credit Agreement



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##### 



- 23 -

Wholly Owned Subsidiary means, with respect to any Person, any
corporation, partnership or other entity of which all of the equity securities
or other ownership interests (other than directors or similar qualifying
shares, and other than shares required to be held by third parties under
applicable law, so long as the percentage of such shares held by third parties
shall not exceed .01% of the total outstanding shares of such corporation,
partnership or other entity) are directly or indirectly owned or controlled by
such Person or one or more Wholly Owned Subsidiaries of such Person or by such
Person and one or more Wholly Owned Subsidiaries of such Person. Unless
otherwise specified, Wholly Owned Subsidiary means a direct or indirect
Wholly Owned Subsidiary of the Borrower, and Wholly Owned Restricted
Subsidiary means a Wholly Owned Subsidiary that is also a Restricted
Subsidiary.

WildBlue means WildBlue Communications, Inc., a Delaware corporation.

Withdrawal Liability means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Principles of Construction. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words include,
includes and including shall be deemed to be followed by the phrase
without limitation. The word will shall be construed to have the same
meaning and effect as the word shall. Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person (by
name or otherwise) shall be construed to include such Persons successors and
assigns, (c) the words herein, hereof and hereunder, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
asset and property shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

SECTION 1.03. Accounting Matters. Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if
the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith. All financial statements and certificates and reports
as to financial matters required to be delivered to the Lenders hereunder

Credit Agreement



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##### 



- 24 -

shall
be prepared, and all calculations made for purposes of determining compliance
with the terms hereof, shall be made, as if the Unrestricted Subsidiaries were
carried as equity investments by the Borrower and its Restricted Subsidiaries.

ARTICLE II

THE CREDITS

SECTION 2.01. Facilities.

(a) Revolving Credit Loans. Subject to the terms and conditions set
forth herein, each Revolving Credit Lender agrees to make Revolving Credit
Loans to the Borrower from time to time during the Revolving Credit
Availability Period in an aggregate principal amount that will not result in
(i) the aggregate outstanding principal amount of such Lenders Revolving
Credit Loans exceeding such Lenders Revolving Credit Commitment or (ii) the
aggregate outstanding principal amount of the Revolving Credit Loans of all of
the Lenders exceeding $150,000,000 on the Closing Date. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Credit Loans.

(b) Term Loans. Subject to the terms and conditions set forth herein,
including Section 2.02(c), each Term Loan Lender agrees to make Term Loans to
the Borrower in up to two drawdowns in an aggregate principal amount not
exceeding its Term Loan Commitment as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) If the Dragonbonds shall have already been paid on or before
the Closing Date with the Borrowers cash-on-hand (including cash-on-hand
comprised of the proceeds of the Bonds) or refinanced with the proceeds
of commercial paper or short-term revolving loans, a borrowing of Term
Loans may be made on the Closing Date, and the proceeds of such borrowing
shall be used (and the aggregate amount of such borrowing from all of the
Term Loan Lenders shall not exceed the amount required) to replenish such
cash-on-hand or to pay such commercial paper or revolving credit loans,
as the case may be.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) If the Dragonbonds have not been paid on or before the Closing
Date, a borrowing of Term Loans may be made on the Business Day prior to
or, at the sole discretion of the Borrower, on, the maturity date for the
Dragonbonds, and the proceeds
of such borrowing shall be used (and the aggregate amount of such
borrowing from all of the Term Loan Lenders shall not exceed the amount
required) to pay the principal of the Dragonbonds on the maturity date
for the Dragonbonds.



| |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) A borrowing of Term Loans may be made on the Business Day
prior to or, at the sole discretion of the Borrower, on, the maturity
date for the Euronotes, and the proceeds of such borrowing shall be used
(and the aggregate amount of such borrowing from all of the Term Loan
Lenders shall not exceed the amount required) to pay the principal of the
Euronotes on the maturity date for the Euronotes.

Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

Credit Agreement



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##### 



- 25 -

SECTION 2.02. Loans and Borrowings.

(a) Obligations of Lenders. Each Loan shall be made as part of a
Borrowing consisting of Loans of the same Class and Type made by the Lenders
ratably in accordance with their respective Commitments of the applicable
Class. The failure of any Lender to make any Loan required to be made by it
shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lenders failure to make Loans as required.

(b) Type of Loans. Subject to Section 2.12, each Borrowing shall be
constituted entirely of Base Rate Loans or of Eurodollar Rate Loans as the
Borrower may request in accordance herewith. Each Lender at its option may
make any Eurodollar Rate Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of such Lender to make such Loan or of
the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) Minimum Amounts; Limitation on Number of Borrowings. Each Borrowing
of Term Loans shall be in a minimum amount of $10,000,000 and integral
multiples of $1,000,000 in excess thereof and each Borrowing of Revolving Loans
shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000
in excess thereof; provided that a Base Rate Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Commitments of
the applicable Class. Borrowings of more than one Class and Type may be
outstanding at the same time; provided that there shall not at any time be more
than a total of fifteen Eurodollar Rate Borrowings outstanding.

(d) Limitation on Interest Periods. Notwithstanding any other provision
of this Agreement, the Borrower shall not be entitled to request (or to elect
to convert to or continue as a Eurodollar Rate Borrowing) any Borrowing if the
Interest Period requested therefor would end after the Termination Date.

SECTION 2.03. Requests for Borrowings.

(a) Notice by the Borrower. To request a Borrowing, the Borrower shall
notify the Administrative Agent of such request by telephone (i) in the case of
a Eurodollar Rate Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of the proposed Borrowing or (ii) in the
case of a Base Rate Borrowing, not later than 11:00 a.m.,
New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or facsimile to the Administrative Agent of a written
Borrowing Request substantially in the form attached as Exhibit C.

(b) Content of Borrowing Requests. Each telephonic and written Borrowing
Request shall specify the following information in compliance with Section
2.02:



| |                                                                                                    
| | ---------------------------------------------------------------------------------------------------
| | (i) whether the requested Borrowing is to be a Revolving Credit
Borrowing or a Term Loan Borrowing;



| |                                                      
| | -----------------------------------------------------
| | (ii) the aggregate amount of the requested Borrowing;

Credit Agreement



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| |                                                                 
| | ----------------------------------------------------------------
| | (iii) the date of such Borrowing, which shall be a Business Day;



| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | (iv) whether such Borrowing is to be a Base Rate Borrowing or a
Eurodollar Rate Borrowing;



| |                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) in the case of a Eurodollar Rate Borrowing, the Interest Period
therefor, which shall be a period contemplated by the definition of the
term Interest Period and subject to Section 2.02(d); and



| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi) the location and number of the Borrowers account to which
funds are to be disbursed, which shall comply with the requirements of
Sections 2.04 and 2.05.

(c) Notice by the Administrative Agent to the Lenders. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lenders Loan to be made as part of the requested Borrowing.

(d) Failure to Elect. If no election as to the Type of a Borrowing is
specified, then the requested Borrowing shall be a Base Rate Borrowing. If no
Interest Period is specified with respect to any requested Eurodollar Rate
Borrowing, then the requested Borrowing shall be made instead as a Base Rate
Borrowing.

SECTION 2.04. Funding by Lenders. Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds,
to an account of the Borrower maintained with the Administrative Agent in New
York City and designated by the Borrower in the applicable Borrowing Request.

SECTION 2.05. Presumption by the Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lenders share of such Borrowing,
the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.04 and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender
shall pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment
to the Administrative Agent, at the Federal Funds Rate. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such
Lenders Loan included in such Borrowing. If such Lender does not pay such
amounts to the Administrative Agent forthwith upon demand, the Administrative
Agent may notify the Borrower and request the Borrower to pay such amounts,
following which request the Borrower shall pay such amounts to the
Administrative Agent with interest not later than 2:00 p.m. on the following
Business Day. Such interest payable by the Borrower shall accrue at a rate per
annum equal to (i) the interest rate

Credit Agreement



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applicable to the related Borrowing, for
the period from the date of such Borrowing through but not including such
following Business Day and (ii) 2% plus the rate applicable to the related
Borrowing, for the period from such following Business Day and thereafter.
Nothing in the preceding shall act or be construed as a waiver of any claims or
right of action that the Borrower may have against any Lender that defaults on
the payment to the Administrative Agent thereby causing the Borrower to repay
the Administrative Agent such amount advanced.

SECTION 2.06. Interest Elections.

(a) Elections by the Borrower. The Loans constituting each Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Rate Borrowing, shall have the Interest Period
specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing to a Borrowing of a different Type or to continue such
Borrowing as a Borrowing of the same Type and, in the case of a Eurodollar Rate
Borrowing, may elect the Interest Period therefor, all as provided in this
Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans constituting such
Borrowing, and the Loans constituting each such portion shall be considered a
separate Borrowing.

(b) Notice of Elections. To make an election pursuant to this Section,
the Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.03 if the Borrower were requesting a Borrowing of the Type resulting from
such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of
a written Interest Election Request in a form approved by the Administrative
Agent and signed by the Borrower.

(c) Content of Interest Election Requests. Each telephonic and written
Interest Election Request shall specify the following information in compliance
with Section 2.02:



| |                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Borrowing to which such Interest Election Request applies
and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting
Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) of this paragraph shall be specified for each
resulting Borrowing);



| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | (ii) the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day;



| |                                                                                                         
| | --------------------------------------------------------------------------------------------------------
| | (iii) whether the resulting Borrowing is to be a Base Rate
Borrowing or a Eurodollar Rate Borrowing; and



| |                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) if the resulting Borrowing is a Eurodollar Rate Borrowing, the
Interest Period therefor after giving effect to such election, which
shall be a period contemplated by the definition of the term Interest
Period and subject to Section 2.02(d).

Credit Agreement



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(d) Notice by the Administrative Agent to the Lenders. Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lenders portion of
each resulting Borrowing.

(e) Failure to Elect; Events of Default. If the Borrower fails to
deliver a timely and complete Interest Election Request with respect to a
Eurodollar Rate Borrowing prior to the end of the Interest Period therefor,
then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to a Base Rate Borrowing.
Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrower, then, so long as an Event of
Default is continuing (i) no outstanding Borrowing may be converted to or
continued as a Eurodollar Rate Borrowing and (ii) unless repaid, each
Eurodollar Rate Borrowing shall be converted to a Base Rate Borrowing at the
end of the Interest Period therefor.

SECTION 2.07. Termination and Reduction of the Commitments.

(a) Scheduled Termination. Unless previously terminated, (i) the Term
Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Term
Loan Commitment Termination Date and (ii) the Revolving Credit Commitments
shall terminate at 5:00 p.m., New York City time, on the Termination Date.

(b) Voluntary Termination or Reduction. The Borrower may at any time
terminate, or from time to time reduce, the Commitments; provided that (i) each
reduction of the Commitments pursuant to this Section shall be (a) in a minimum
amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof or
(b) for Revolving Credit Commitments, in an amount equal to the unused portion
of the Revolving Credit Commitments, (ii) the Borrower shall not terminate or
reduce the Revolving Credit Commitments if, after giving effect thereto, the
aggregate outstanding principal amount of the Revolving Credit Loans would
exceed the
total Revolving Credit Commitments and (iii) unless the Borrower
concurrently terminates all of the Commitments, the Borrower shall not (x)
terminate or reduce any of the Commitments on or before the Closing Date or (y)
terminate or reduce the Term Loan Commitments after the Closing Date if, after
giving effect thereto, the aggregate outstanding principal amount of the
Euronotes and the Dragonbonds would exceed the aggregate amount of the Term
Loan Commitments of all of the Lenders.

(c) Notice of Voluntary Termination or Reduction. The Borrower shall
notify the Administrative Agent of any election to terminate or reduce the
Commitments of any Class under paragraph (b) of this Section at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each notice delivered by the Borrower pursuant to this
Section shall be irrevocable; provided that a notice of termination of the
Revolving Credit Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.

Credit Agreement



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(d) Effect of Termination or Reduction. Any termination or reduction of
the Commitments of any Class shall be permanent. Each reduction of the
Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.

SECTION 2.08. Repayment of Loans; Evidence of Debt.

(a) Repayment. The Borrower hereby unconditionally promises to pay the
Loans as follows:



| |                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) to the Administrative Agent for account of the Revolving Credit
Lenders, the outstanding principal amount of the Revolving Credit Loans
on the Termination Date,



| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) to the Administrative Agent for account of the Term Loan
Lenders, the outstanding principal amount of the Term Loans on the
Termination Date.

(b) Manner of Payment. Prior to any repayment or prepayment of any
Borrowings of any Class hereunder, the Borrower shall select the Borrowing or
Borrowings of the applicable Class to be paid and shall notify the
Administrative Agent by telephone (confirmed by telecopy) of such selection not
later than 11:00 a.m., New York City time, three Business Days before the
scheduled date of such repayment. If the Borrower fails to make a timely
selection of the Borrowing or Borrowings to be repaid or prepaid, such payment
shall be applied, first, to pay any outstanding Base Rate Borrowings of the
applicable Class and, second, to other Borrowings of such Class in the order of
the remaining duration of their respective Interest Periods (the Borrowing with
the shortest remaining Interest Period to be repaid first). Each payment of a
Borrowing shall be applied ratably to the Loans included in such Borrowing.

(c) Maintenance of Records by Lenders. Each Lender shall maintain in
accordance with its usual practice records evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender, including
the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.

(d) Maintenance of Records by the Administrative Agent. The
Administrative Agent shall maintain records in which it shall record (i) the
amount of each Loan made hereunder, the Class and Type thereof and each
Interest Period therefor, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent hereunder
for account of the Lenders and each Lenders share thereof.

(e) Effect of Entries. The entries made in the records maintained
pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that
the failure of any Lender or the Administrative Agent to maintain such records
or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.

(f) Promissory Notes. Any Lender may request that Loans of any Class
made by it be evidenced by a promissory note. In such event, the Borrower
shall prepare, execute and

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- 30 -

deliver to such Lender a promissory note payable to
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) in substantially the form of Exhibit D. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.04) be represented by one or
more promissory notes in such form payable to the payee named therein (or, if
such promissory note is a registered note, to such payee and its registered
assigns).

SECTION 2.09. Prepayment of Loans.

(a) Optional Prepayments. The Borrower shall have the right at any time
and from time to time to prepay any Borrowing in whole or in part, subject to
the requirements of this Section.

(b) Mandatory Prepayments. Subject to the requirements of this Section,
the Borrower will prepay the Term Loans and/or the Term Loan Commitments shall
be reduced as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Casualty Events. Upon the date 360 days following the receipt
by the Borrower or any of its Restricted Subsidiaries of the proceeds of
insurance, condemnation award or other compensation in respect of any
Casualty Event (other than an Excluded Casualty Event (as defined below))
affecting any property of the Borrower or any of its Restricted
Subsidiaries, or any part of the Transferred Business (or upon such
earlier date as the Borrower or such Restricted Subsidiary, as the case
may be, shall have determined in its sole discretion not to repair or
replace the property affected by such Casualty Event), the Borrower shall
prepay the Term Loans and/or the Term Loan Commitments shall be subject
to automatic reduction, in an aggregate amount, if any, equal to 100% of
the Net Available Proceeds of such Casualty Event not theretofore
applied or committed under a binding agreement to be applied to the
repair or replacement of such property or otherwise to the reinvestment
in the business of the Borrower and its Restricted Subsidiaries (it being
understood that such Net Available Proceeds may not be so applied at any
time that a Default has occurred and is continuing), such prepayment
and/or reduction to be effected in each case in the manner and to the
extent specified in clause (iv) of this paragraph. For purposes hereof,
Excluded Casualty Event means a Casualty Event the Net Available
Proceeds of which are less than $10,000,000.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Sale of Assets. Without limiting the obligation of the
Borrower to obtain the consent of the Required Lenders pursuant to
Section 7.03 to any Disposition not otherwise permitted hereunder, in the
event that the Net Available Proceeds of any Prepayment Disposition
(herein, the Current Disposition), together with all prior Prepayment
Dispositions as to which a prepayment has not yet been made under this
paragraph, shall exceed $10,000,000 then, no later than five Business
Days prior to the occurrence of the Current Disposition, the Borrower
shall deliver to the Lenders a statement, certified by a Financial
Officer, in form and detail reasonably satisfactory to the Administrative
Agent, of the amount of the Net Available Proceeds of the Current
Disposition and of all such prior Prepayment Dispositions and shall
prepay the Term Loans, and/or the Term Loan Commitments shall be subject
to automatic reduction, in an

Credit Agreement



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| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | aggregate amount equal to 100% of the Net
Available Proceeds of the Current Disposition and such prior
Dispositions, such prepayment and/or reduction to be effected in each
case in the manner and to the extent specified in clause (iv) of this
paragraph, provided that, notwithstanding the foregoing, the Borrower
shall not be required to make a prepayment under this clause (ii) to the
extent that



| |                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) the Borrower advises the Administrative Agent at the time
of the relevant Disposition that it intends to use such Net
Available Proceeds to reinvest in the business of the Borrower and
its Restricted Subsidiaries, and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) such Net Available Proceeds are in fact within 360 days
of such Disposition so applied or committed under a binding
agreement to be applied to such reinvestment (it being understood
that (i) such Net Available Proceeds may not be so applied at any
time that there shall have occurred and be continuing either a
Default referred to in any of paragraphs (a), (b), (h) or (i) of
Article VIII hereof or an Event of Default and (ii) in the event
Net Available Proceeds from more than one Disposition are held by
the Borrower, or have been applied to the prepayment of Revolving
Credit Loans, such Net Available Proceeds shall be deemed to be
utilized in the same order in which such Dispositions occurred and,
accordingly, any such Net Available Proceeds so held or applied to
the prepayment of Revolving Credit Loans for more than 360 days
shall be forthwith applied to the prepayment of Loans as provided
above).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Seller-Related Representation. If the certificate furnished
pursuant to Section 5.01(m) shall prove to have been incorrect on the
Closing Date in any material respect, the Administrative Agent may, and
at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or
different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) require the Borrower
immediately to prepay the Loans then outstanding in whole (or in part, in
which case any principal not so required to be prepaid may thereafter be
required immediately to be prepaid), and thereupon the principal of the
Loans so required to be prepaid, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder,
shall be prepaid by the Borrower immediately, without presentment,
demand, protest, or other notice of any kind, all of which are hereby
waived by the Borrower.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) Application. Prepayments and/or reduction of the Term Loan
Commitments pursuant to this clauses (i) and (ii) of this paragraph shall
be applied to the Term Loans as follows: (A) if such prepayment and/or
reduction of the Term Loan Commitments is required to be made before the
Term Loan Commitments have terminated, to reduce the aggregate unused
amount of the Term Loan Commitments (and to the extent that the amount to
be so applied exceeds the aggregate unused amount of the Term Loan
Commitments, the Borrower shall prepay the Term Loans in an aggregate
amount equal to such excess), and (B) if such prepayment and/or reduction
of the Term Loan Commitments is required to be made after the Term Loan
Commitments have terminated, to prepay the Term Loans.

Credit Agreement



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(c) Notices, Etc. The Borrower shall notify the Administrative Agent by
telephone (confirmed by facsimile) of any prepayment hereunder, other than a
prepayment under Section 2.09(b)(iii), (i) in the case of prepayment of a
Eurodollar Rate Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of prepayment or (ii) in the case of prepayment
of a Base Rate Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Revolving Credit Commitments as
contemplated by Section 2.07, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.07.
Promptly following receipt of any such notice relating to a Borrowing, the
Administrative Agent shall advise the relevant Lenders of the contents thereof.
Each partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of a Borrowing of the same Type as provided in Section
2.02, except as necessary to apply fully the required amount of a mandatory
prepayment. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.11 and shall be made in
the manner specified in Section 2.08(b).

SECTION 2.10. Fees.

(a) Commitment Fee. The Borrower agrees to pay to the Administrative
Agent for account of each Lender a commitment fee on the average daily unused
amount of each Commitment of such Lender during the period from, and including,
the date hereof to, but excluding, the date such Commitment terminates. Such
commitment fee shall accrue at the rate per annum equal to (i) 0.25%, during
the period from, and including, the date hereof to but
excluding, the Closing Date and (ii) during the period from and including
the Closing Date and at all times thereafter, the Applicable Rate for
commitment fees. Accrued commitment fees on each Commitment shall be payable
in arrears on each Quarterly Date and on the date such Commitment terminates,
commencing on the first such date to occur after the date hereof. All
commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day). For purposes of computing commitment fees with
respect to the Revolving Credit Commitments, the Revolving Credit Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Credit Loans.

(b) Administrative Agent Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative
Agent.

(c) Payment of Fees. All fees payable hereunder shall be paid on the
dates due, in immediately available funds, to the Administrative Agent for
distribution, in the case of commitment fees, to the Lenders entitled thereto.
Fees paid shall not be refundable under any circumstances.

Credit Agreement



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SECTION 2.11. Interest.

(a) Base Rate Loans. The Loans constituting each Base Rate Borrowing
shall bear interest at a rate per annum equal to the Base Rate plus the
Applicable Rate.

(b) Eurodollar Rate Loans. The Loans constituting each Eurodollar Rate
Borrowing shall bear interest at a rate per annum equal to the Eurodollar Rate
for the Interest Period for such Borrowing plus the Applicable Rate.

(c) Default Interest. Notwithstanding the foregoing, if any principal
of, or interest on, any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration,
by mandatory prepayment or otherwise, such overdue amount shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case
of overdue principal of any Loan, 2% plus the rate otherwise applicable to such
Loan as provided above or (ii) in the case of any other amount, 2% plus the
rate applicable to Base Rate Loans as provided in paragraph (a) of this
Section.

(d) Payment of Interest. Accrued interest on each Loan shall be payable
in arrears on each Interest Payment Date for such Loan and, in the case of
Revolving Credit Loans, upon termination of the Revolving Credit Commitments;
provided that (i) interest accrued pursuant to paragraph (c) of this Section
shall be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of a Revolving Credit Loan that is a Base
Rate Loan prior to the Termination Date), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurodollar Rate
Borrowing prior to the end of the Interest Period therefor, accrued interest on
such Borrowing shall be payable on the effective date of such conversion.

(e) Computation. All interest hereunder shall be computed on the basis
of a year of 360 days, except that interest computed by reference to the Base
Rate at times when the Base Rate is based on Citibanks publicly announced base
rate shall be computed on the basis of a year of 365 days (or 366 days in a
leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable
Base Rate or Eurodollar Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

SECTION 2.12. Alternative Interest Rate. If, prior to the commencement of an
Interest Period for any Eurodollar Rate Borrowing:



| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Administrative Agent determines (which determination shall
be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Eurodollar Rate for such Interest
Period; or



| |                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) if such Borrowing is of a particular Class of Loans, the
Administrative Agent is advised by the Required Lenders of such Class
that the Eurodollar Rate for such Interest Period will not adequately and
fairly reflect the cost to such Lenders of making or maintaining their
respective Loans included in such Borrowing for such Interest Period;

Credit Agreement



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- 34 -

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or the
continuation of any Borrowing as, a Eurodollar Rate Borrowing shall be
ineffective and such Borrowing (unless prepaid) shall be continued as, or
converted to, a Base Rate Borrowing and (ii) if any Borrowing Request requests
a Eurodollar Rate Borrowing, such Borrowing shall be made as a Base Rate
Borrowing.

SECTION 2.13. Illegality.

(a) Illegality of Eurodollar Rate Loans. Notwithstanding any other
provision of this Agreement, if, as a result of any Change in Law, it becomes
unlawful for any Lender to honor its obligation to make or maintain Eurodollar
Rate Loans hereunder (and, in the sole opinion of such Lender, the designation
of a different lending office, or assignment of its rights and obligations
hereunder to another of its offices or Affiliates, either would not avoid such
unlawfulness or would be disadvantageous to such Lender), then such Lender
shall promptly notify the Borrower thereof (with a copy to the Administrative
Agent) and such Lenders obligation to make or continue, or to convert Loans of
any other Type into, Eurodollar Rate Loans shall be suspended until such time
as such Lender may again make and maintain Eurodollar Rate Loans (in which case
the provisions of paragraph (b) of this Section shall be applicable).

(b) Treatment of Affected Loans. If the obligation of any Lender to make
Eurodollar Rate Loans or to continue, or to convert Base Rate Loans into,
Eurodollar Rate Loans shall be suspended pursuant to this Section, such
Lenders Eurodollar Rate Loans shall be
automatically converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for such Eurodollar Rate Loans or on such
earlier date (but not earlier than the effective date of such Change in Law) as
such Lender may specify to the Borrower with a copy to the Administrative Agent
and, unless and until such Lender gives notice as provided in paragraph (c) of
this Section that the circumstances that gave rise to such conversion no longer
exist:



| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) to the extent that such Lenders Eurodollar Rate Loans have
been so converted, all payments and prepayments of principal that would
otherwise be applied to such Lenders Eurodollar Rate Loans shall be
applied instead to its Base Rate Loans; and



| |                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) all Loans that would otherwise be made or continued by such
Lender as Eurodollar Rate Loans shall be made or continued instead as
Base Rate Loans, and all Loans of such Lender that would otherwise be
converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

(c) End of Illegality. If any Lender whose obligation to make or
maintain Eurodollar Rate Loans has been suspended pursuant to this Section
gives notice to the Borrower with a copy to the Administrative Agent that the
circumstances that gave rise to such suspension no longer exist (which such
Lender agrees to do promptly upon such circumstances ceasing to exist) at a
time when Eurodollar Rate Loans of the same Class made by other Lenders are
outstanding, such Lenders Base Rate Loans of such Class shall be automatically
converted, on

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the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Rate Loans, to the extent necessary so that, after
giving effect thereto, all Base Rate Loans and Eurodollar Rate Loans of such
Class are allocated among the Lenders ratably (as to principal amounts, Types
and Interest Periods) in accordance with their respective Commitments of such
Class.

SECTION 2.14. Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:



| |                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets of, deposits with or for account
of, or credit extended by, any Lender (except any such reserve
requirement reflected in the Eurodollar Rate); or



| |                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) impose on any Lender or the London interbank market any other
condition affecting this Agreement or Eurodollar Rate Loans made by such
Lender;

and the result of any of the foregoing shall be to directly increase the cost
to such Lenders of making or maintaining any Eurodollar Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of
any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lenders capital or on the capital of such Lenders
holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender, to a level below that
which such Lender or such Lenders holding company could have achieved but for
such Change in Law (taking into consideration such Lenders policies and the
policies of such Lenders holding company with respect to capital adequacy),
then from time to time the Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender or such Lenders holding
company for any such reduction suffered.

(c) Certificates from Lenders. A certificate of a Lender setting forth
the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in paragraph (a) or (b) of this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 Business Days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lenders right to demand such compensation; provided that the Borrower
shall not be required to compensate a Lender pursuant to this Section for any
increased costs or reductions incurred more than six months prior to the date
that such Lender notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lenders intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or

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reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect
thereof.

SECTION 2.15. Funding Indemnity. In the event of (a) the payment of any
principal of any Eurodollar Rate Loan other than on the last day of an Interest
Period therefor (including as a result of an Event of Default), (b) the
conversion of any Eurodollar Rate Loan other than on the last day of an
Interest Period therefor, (c) the failure to borrow, convert, continue or
prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is permitted to be revocable under Section
2.09(c) and is revoked in accordance herewith), or (d) the assignment as a
result of a request by the Borrower pursuant to Section 2.17(b) of any
Eurodollar Rate Loan other than on the last day of an Interest Period
therefore, then, in any such event, the Borrower shall compensate each Lender
for the loss (excluding loss of profit and, subject to the following sentence,
loss attributable to such Lenders gross negligence or willful misconduct),
cost and expense attributable to such event. In the case of a Eurodollar Rate
Loan, the loss to any Lender attributable to any such event shall be deemed to
include an amount determined by such Lender to be equal to the excess, if any,
of (i) the amount of interest that such Lender would pay for a deposit equal to
the principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from
such borrowing, conversion or continuation) if the interest rate payable on
such deposit were equal to the Eurodollar Rate for such Interest Period, over
(ii) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an
affiliate of such Lender) for Dollar deposits from other banks in the
eurodollar market at the commencement of such period. A certificate of any
Lender setting forth
any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

SECTION 2.16. Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the Borrower hereunder to the Administrative Agent or any Lender
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent or Lender (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.

(b) Payment of Other Taxes by the Borrower. In addition, the Borrower
shall pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.

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(c) Excluded Taxes. For purposes of clarification, paragraph (a) shall
not apply to any deductions arising from Excluded Taxes, and the Borrower shall
not be required to increase any payment for or with respect to any required
deduction or withholding arising from the imposition of Excluded Taxes.

(d) Borrowers Right to Contest Indemnified Taxes. Notwithstanding any
other provision, to the extent that Borrower is required to increase a payment
as a result of Indemnified Taxes, the Borrower shall have the right to contest,
at Borrowers expense, the imposition of such Indemnified Taxes, and to the
extent any recovery of Indemnified Taxes is made, such recovery shall belong
exclusively to Borrower. Lenders shall reasonably cooperate with any such
contest in good faith. In the event Borrower exercises this right to contest,
Borrower shall give reasonable notice of such contest and the result thereof to
Lender.

(e) Borrowers Right to Refunds of Indemnified Taxes; Tax Credits. If
the Borrower pays any such additional amounts under paragraph (a) and the payee
acting in good faith determines that a refund of Indemnified Taxes or Other
Taxes is attributable to payment of such additional amounts and such payee has
obtained, utilized and retained such refund, then such payee shall pay to the
Borrower, within thirty (30) days after such determination an amount that such
payee determines in good faith will leave payee in the same after-tax position
as it would have been if the payment had not been adjusted under paragraph (a).

If and to the extent that any Lender or the Administrative Agent, in its
sole discretion, determines that it has received or been granted a credit
against any Indemnified Taxes or Other Taxes in respect of which it has
received additional payments under paragraph (a), and such credit has been
obtained and utilized by such Lender or the Administrative Agent, then such
Lender or the Administrative Agent shall pay to the Borrower an amount which
such Lender or
the Administrative Agent determines, in its sole discretion will leave it,
after the payments, in the same after-tax position as it would have been in had
the payments required under paragraph (a) not been required to be made by the
Borrowers; provided, however that (i) such Lender or the Administrative Agent
shall be the sole judge of the amount of such credit, refund, relief or
remission and the date on which it is received, (ii) such Lender or the
Administrative Agent shall not be obliged to disclose information regarding its
tax affairs or tax computations, (iii) nothing herein shall interfere with such
Lenders or the Administrative Agents right to manage its tax affairs in
whatever manner it sees fit; and (iv) if such Lender or the Administrative
Agent shall subsequently determine that it has lost all or a portion of such
tax credit, the Borrower shall promptly remit to such Lender or the
Administrative Agent the amount certified by such Lender or the Administrative
Agent to be the amount necessary to restore such Lender or the Administrative
Agent to the position it would have been in if no payment had been made
pursuant to this clause (e).

(f) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent and each Lender, within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent or such Lender, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant

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Governmental Authority. A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender or by
the Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

(g) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

(h) Lender Cooperation. If any Lender is or may be entitled to an
exemption from or reduction in withholding tax under the law of any
jurisdiction or any treaty to which any such jurisdiction is a party as of the
date of this agreement or the date on which such person becomes a Lender, that
Lender shall deliver to the Borrower (with a copy to the Administrative Agent)
prior to the first date on which interest is required to be paid to such Lender
and at such times thereafter as may be requested by Borrower such properly
completed and executed documentation, including required attachments,
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate. In the event that a Lender ceases to be
entitled to an exemption from or reduction in withholding tax or the amount of
such reduction in withholding tax changes, the Lender shall notify Borrower
(with a copy to the Administrative Agent) of that fact prior to the next date
after such change on which interest is required to be paid to such lender.

SECTION 2.17. Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 2.14, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for account of
any Lender pursuant to Section 2.16, then such Lender shall use reasonable
efforts (i) to designate a different lending office to make, issue, fund or
maintain the Commitments of such Lender or the affected Loans hereunder or (ii)
to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (1) would eliminate or reduce amounts payable pursuant to Section
2.14 or 2.16, as the case may be, in the future and (2) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable out-of-pocket costs and expenses incurred by any Lender in
connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under
Section 2.14, if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for account of any Lender pursuant to
Section 2.16, or if any Lender defaults in its obligation to fund Loans
hereunder or if any Lenders obligation to make or continue, or to convert
Loans of any Type into the other Type shall be suspended hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04) all its interests, rights, title and obligations under this
Agreement to an assignee that shall assume such obligations

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(which assignee may
be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, conditioned or
delayed, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and
all other amounts due and payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.14 or
payments required to be made pursuant to Section 2.16, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

ARTICLE III

PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS

SECTION 3.01. Payments by the Borrower. The Borrower shall make each
payment required to be made by it hereunder (whether of principal, interest or
fees, or under Section 2.14, 2.15 or 2.16, or otherwise) (except to the extent
otherwise provided therein) prior to 12:00 noon, New York City time, on the
date when due, in immediately available funds, without set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative
Agent at its offices at Two Penns Way, New Castle, Delaware 19720, ABA
#021000089, Account No.: 36852248, Account Name: For Credit to Medium Term
Finance, Reference: Intelsat, Attention: Lisa Rodriguez (or such other
account as may be designated by the Administrative Agent to the Borrower),
except payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03, which shall be
made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for account of any other Person to
the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in Dollars.

SECTION 3.02. Application of Insufficient Payments. If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, interest and fees then due hereunder, such
funds shall be applied to pay interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties.

SECTION 3.03. Pro Rata Treatment. Except to the extent otherwise
provided herein: (i) each Borrowing of a particular Class shall be made from
the relevant Lenders, each payment of commitment fee under Section 2.10 in
respect of Commitments of a particular Class shall be made for account of the
relevant Lenders, and each termination or reduction of the amount of the
Commitments of a particular Class under Section 2.07 shall be applied to the
respective Commitments of such Class of the relevant Lenders, pro rata
according to the amounts

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of their respective Commitments of such Class; (ii)
each Borrowing of any Class shall be allocated pro rata among the relevant
Lenders according to the amounts of their respective Commitments of such Class
(in the case of the making of Loans) or their respective Loans of such Class
that are to be included in such Borrowing (in the case of conversions and
continuations of Loans); (iii) each payment or prepayment of principal of
Revolving Credit Loans and Term Loans by the Borrower shall be made for account
of the relevant Lenders pro rata in accordance with the respective unpaid
principal amounts of the Loans of such Class held by them; and (iv) each
payment of interest on Loans by the Borrower shall be made for account of the
relevant Lenders pro rata in accordance with the amounts of interest on such
Loans then due and payable to the respective Lenders.

SECTION 3.04. Sharing of Payments by Lenders. If any Lender shall, by
exercising any right of set-off or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Loans and accrued interest thereon then due than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans; provided that (i) if any such
participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

SECTION 3.05. Presumptions of Payment. Unless the Administrative Agent
shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for account of the Lenders hereunder
that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders
the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Federal Funds Rate.

SECTION 3.06. Certain Deductions by the Administrative Agent. If any
Lender shall fail to make any payment required to be made by it pursuant to
Sections 2.05 or 3.05, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for account of such Lender to

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satisfy such
Lenders obligations under such Sections until all such unsatisfied obligations
are fully paid.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

SECTION 4.01. Organization; Powers. Each of the Borrower and its
Restricted Subsidiaries is duly organized, validly existing and (to the extent
applicable in the relevant jurisdiction) in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to
carry on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.

SECTION 4.02. Authorization; Enforceability. The Transactions are within
the Borrowers corporate powers and have been duly authorized by all necessary
corporate and, if required, by all necessary shareholder action. This
Agreement has been duly executed and delivered by the Borrower and constitutes
a legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors rights
and (b) the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

SECTION 4.03. Governmental Approvals; No Conflicts. Subject to the
following sentence, the execution, delivery and performance by the Borrower of
this Agreement and the Asset Purchase Agreement, the borrowing of Loans and the
use of the proceeds thereof (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority
(including the Bermuda Monetary Authority) having jurisdiction over the
Borrower, other than (i) such as have been obtained or made and are in full
force and effect and (ii) such FCC consents, approvals, registrations, and
filings as may be required in the ordinary course of business of the Borrower
and its Subsidiaries in connection with the use of proceeds of the Loans
hereunder, (b) will not violate any applicable law or regulation (including
regulations of the Bermuda Monetary Authority) or the charter, by-laws or other
organizational documents of the Borrower or any order of any Governmental
Authority having jurisdiction over the Borrower, (c) will not (except with
respect to provisions of the Existing Credit Agreement that have been waived
and, with respect to the Asset Purchase Agreement and the consummation of the
Acquisition, except as set forth in Schedule 4.4 thereof) violate or result in
a default under any indenture, agreement or other instrument binding upon the
Borrower or any of its Restricted Subsidiaries or assets, or give rise to a
right thereunder to require any payment to be made by any such Person before
the applicable stated date of maturity and (d) will not result in the creation
or imposition of any Lien on any asset of the Borrower or any of its Restricted
Subsidiaries. The preceding sentence is true and the representation and
warranty therein is made

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with respect to the Asset Purchase Agreement and the
consummation of the Acquisition only to the extent set forth in Sections 3.4,
3.5, 4.3 and 4.4 of the Asset Purchase Agreement.

SECTION 4.04. Financial Condition; No Material Adverse Change.

(a) Financial Condition. The Borrower has heretofore furnished to the
Lenders its consolidated balance sheet and statements of operations,
shareholders equity and cash flows (i) as of and for the fiscal year ended
December 31, 2002, reported on by KPMG LLP, independent public accountants, and
(ii) as of and for the fiscal quarter and the portion of the fiscal year ended
June 30, 2003, certified by the chief financial officer of the Borrower. Such
financial statements present fairly, in all material respects, the consolidated
financial position and results of operations and cash flows of the Borrower and
its Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii) of the first sentence of this
paragraph.

(b) No Material Adverse Change. Since December 31, 2002, there has been
no material adverse change in the business, assets, operations, prospects or
condition, financial or otherwise, of the Borrower and its Restricted
Subsidiaries, taken as a whole. The downgrading in the ratings of the
Borrowers debt securities shall not in and of itself constitute a material
adverse change referred to in the preceding sentence so long as the Moodys
Rating is at or above Baa3 (with a stable outlook) and the Standard & Poors
Rating is at or above BBB- (with a stable outlook).

SECTION 4.05. Intellectual Property. Each of the Borrower and its Restricted
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business,
and to the knowledge of Borrower, the use thereof by the Borrower and its
Restricted Subsidiaries does not infringe upon the rights of any other Person,
except for any such infringements that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.

SECTION 4.06. Litigation and Environmental Matters.

(a) Actions, Suits and Proceedings. Except for the Disclosed Matters, or
as otherwise disclosed in the financial statements delivered pursuant to this
Agreement, there are no actions, suits, proceedings or (to the knowledge of the
Borrower) investigations by or before any arbitrator or Governmental Authority
having jurisdiction over the Borrower or any of its Restricted Subsidiaries now
pending against or, to the knowledge of the Borrower, threatened against or
affecting the Borrower or any of its Restricted Subsidiaries (i) which could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
this Agreement or the Asset Purchase Agreement.

(b) Environmental Matters. Except for the Disclosed Matters, and other
than as disclosed in the financial statements delivered pursuant to this
Agreement, and except with respect to any other matters that, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, neither the Borrower nor any of its Restricted Subsidiaries (i)
has failed to comply with any Environmental Law or to obtain, maintain or

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comply with any permit, license or other approval required under any
Environmental Law, (ii) has incurred any Environmental Liability, (iii) has
received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis that could reasonably be expected to result in any
Environmental Liability.

(c) Disclosed Matters. Since the date of this Agreement, there has been
no change in the status of the Disclosed Matters that, individually or in the
aggregate, has resulted in a Material Adverse Effect.

SECTION 4.07. Compliance with Laws and Agreements. Each of the Borrower
and its Restricted Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the
failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.

SECTION 4.08. Investment Company Status. Neither the Borrower nor any of
its Restricted Subsidiaries is required to register as an investment company
as defined in, or subject to regulation under, the Investment Company Act of
1940.

SECTION 4.09. Taxes. Each of the Borrower and its Restricted
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which such Person has set aside
on its books in the opinion of the Borrower adequate reserves or (b) to the
extent that the failure to do so could not reasonably be expected to result in
a Material Adverse Effect.

SECTION 4.10. ERISA. No ERISA Event has occurred or is reasonably expected to
occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $100,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $110,000,000
the fair market value of the assets of all such underfunded Plans.

SECTION 4.11. Disclosure. None of the reports, financial statements,
certificates or other information with respect to the Borrower, its Restricted
Subsidiaries and the Transactions furnished in writing by or on behalf of the
Borrower to the Lenders in connection with the negotiation of this Agreement or
delivered hereunder when taken as a whole (as modified or supplemented by other
information so furnished and considered as a whole) contained, as of the date
given, any material misstatement of fact or omitted, as of the date given, to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (subject to any
normal year-end adjustments made to the financial information provided as a
result of an audit); provided that,

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with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

SECTION 4.12. Use of Credit. Neither the Borrower nor any of its Restricted Subsidiaries is engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose, whether immediate, incidental or ultimate, of
buying or carrying Margin Stock, and no part of the proceeds of any extension
of credit hereunder will be used to buy or carry any Margin Stock.

SECTION 4.13. Material Agreements and Liens.

(a) Material Agreements. Part A of Schedule II is a complete and correct
list of each credit agreement, loan agreement, indenture, guarantee, letter of
credit or other arrangement providing for or otherwise relating to any
Indebtedness or any extension of credit (or commitment for any extension of
credit) to, or guarantee by, the Borrower or any of its Restricted Subsidiaries
outstanding on the date hereof the aggregate principal or face amount of which
equals or exceeds (or may equal or exceed) $5,000,000 as of the date hereof,
and the aggregate principal or face amount outstanding or that may become
outstanding under each such arrangement is correctly described in Part A of
Schedule II as of the date hereof.

(b) Liens. Part B of Schedule II is a complete and correct list of each
Lien securing Indebtedness of any Person outstanding on the date hereof the
aggregate principal or face amount of which equals or exceeds (or may equal or
exceed) $5,000,000 as of the date hereof and covering any property of the
Borrower or any of its Restricted Subsidiaries, and the aggregate Indebtedness
secured (or that may be secured) by each such Lien and the property covered by
each such Lien is correctly described in Part B of Schedule II as of the date
hereof.

SECTION 4.14. Subsidiaries and Investments.

(a) Subsidiaries. Set forth in Part A of Schedule VI is a complete and
correct list of all of the Subsidiaries of the Borrower as of the date hereof,
together with, for each such Subsidiary, (i) the jurisdiction of organization
of such Subsidiary, (ii) each Person holding ownership interests in such
Subsidiary and (iii) the nature of the ownership interests held by each such
Person and the percentage of ownership of such Subsidiary represented by such
ownership interests. On the date hereof, (x) each of the Borrower and its
Restricted Subsidiaries owns, free and clear of Liens (other than Permitted
Emcumbrances), and has the unencumbered right to vote, all outstanding
ownership interests in each Person shown to be held by it in Part A of Schedule
VI, (y) all of the issued and outstanding capital stock of each such Person
organized as a corporation is validly issued, fully paid and nonassessable (or
the equivalent under the laws of the applicable jurisdictions of incorporation)
and (z) there are no outstanding Equity Rights with respect to any such Person
that is a Restricted Subsidiary.

(b) Investments. Set forth in Part B of Schedule VI is a complete and
correct list of all Investments held by the Borrower or any of its Subsidiaries
in Persons (other than Restricted Subsidiaries) in which the Borrower and its
Restricted Subsidiaries own more than 5% of the Voting Stock and, for each such
Investment, (x) the identity of the Person or Persons

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- 45 -

holding such Investment
and (y) the nature of such Investment. On the date hereof, each of the
Borrower and its Subsidiaries owns, free and clear of all Liens (other than
Permitted Emcumbrances), all such Investments.

(c) Restrictions on Restricted Subsidiaries. None of the Restricted
Subsidiaries of the Borrower is, on the date hereof, subject to any indenture,
agreement, instrument or other arrangement of the type described in Section
7.08 other than as permitted hereunder.

SECTION 4.15. FCC Licenses, Etc. Schedule VII accurately and completely
lists for each Covered Satellite all space station orders, authorizations and
licenses issued by the FCC to the Borrower or any Restricted Subsidiary in
effect as of the date hereof for the launch and operation of any Covered
Satellite that has not yet been launched and for the operation as of the date
hereof of any Covered Satellite that has been launched (other than Section 214
common carrier authorizations or licenses and authorizations or licenses
relating to the operation of ground facilities and TT&C Stations). Each of the
Subject Licenses was validly issued and is in full force and effect, and the
Borrower and its Restricted Subsidiaries have fulfilled and performed in all
material respects all of their obligations with respect thereto required to be
fulfilled or performed as of the date hereof and have full power and authority
to operate thereunder.

SECTION 4.16. Satellites. Schedule VIII accurately and completely lists
as of the date hereof each of the Covered Satellites owned by the Borrower and
its Restricted Subsidiaries on the date hereof, and setting forth for each
In-Orbit Satellite, the orbital slot and number and frequency band of the
transponders (based on satellite design capabilities and measured in 36
megahertz equivalents) on such In-Orbit Satellite.

SECTION 4.17. Proper Form. This Agreement is in proper legal form under the
law of Bermuda for the enforcement thereof against the Borrower under such law,
and if this Agreement were stated to be governed by such law, it would
constitute a legal, valid and binding obligation of the Borrower under the law
of Bermuda, enforceable in accordance with their respective terms. All
formalities required in Bermuda for the validity and enforceability of this
Agreement (including any necessary registration, recording or filing with any
court or other Governmental Authority thereof or therein) have been
accomplished, and no Indemnified Taxes or Other Taxes are required to be paid
to Bermuda, or any political subdivision thereof or therein, and no
notarization is required, for the validity and enforceability thereof.

SECTION 4.18. Pari Passu. This Agreement and the obligations evidenced hereby
are and will at all times be direct and unconditional general obligations of
the Borrowers, and rank and will at all times rank in right of payment and
otherwise at least pari passu with all other unsecured Indebtedness of the
Borrower, whether now existing or hereafter outstanding. There exists no Lien
(including any Lien arising out of any attachment, judgment or execution), nor
any segregation or other preferential arrangement of any kind, on, in or with
respect to any of the property or revenues of the Borrower or any of its
Restricted Subsidiaries, except as expressly permitted by Section 7.02.

SECTION 4.19. No Immunity. The Borrower is subject to civil and
commercial law with respect to its obligations under this Agreement. The
execution, delivery and

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performance by the Borrower of this Agreement
constitute private and commercial acts rather than public or governmental acts.
Neither the Borrower nor any of its properties or revenues, is entitled to any
right of immunity in any jurisdiction from suit, court jurisdiction, judgment,
attachment (whether before or after judgment), set-off or execution of a
judgment or from any other legal process or remedy relating to the obligations
of the Borrower under this Agreement.

ARTICLE V

CONDITIONS

SECTION 5.01. Closing Date. The obligations of the Lenders to make Term
Loans and Revolving Credit Loans hereunder shall not become effective until the
date on which the Administrative Agent shall have received each of the
following documents, each of which shall be reasonably satisfactory to the
Administrative Agent (and to the extent specified below, to each Lender) in
form and substance (or such condition shall have been waived in accordance with
Section 10.02):



| |                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Executed Counterparts. From each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party or (ii)
written evidence (which may include facsimile transmission of a signed
signature page to this Agreement) that such party has signed a
counterpart of this Agreement.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Opinions of Counsel. Opinions, dated the Closing Date
(addressed to the Administrative Agent and the Lenders) of (i) Sullivan &
Cromwell LLP, special New York counsel for the Borrower, substantially in
the form of Exhibit E-1, (ii) Wiley Rein & Fielding LLP, special FCC
counsel to the Borrower, substantially in the form of Exhibit E-2, (iii)
David Meltzer, the General Counsel of Intelsat Global Service
Corporation, substantially in the form of Exhibit E-3, (iv) Conyers Dill
& Pearman, special Bermuda counsel for the Borrower, substantially in the
form of Exhibit F (and the Borrower hereby instructs the counsel referred
to in clauses (i), (ii), (iii) and (iv) of this paragraph (b) to deliver
such counsels opinions to the Lenders and the Administrative Agent) and
(v) Milbank, Tweed, Hadley & McCloy LLP, counsel for the Administrative
Agent, substantially in the form of Exhibit G.



| |                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) Organizational Documents. Such documents and certificates as
the Administrative Agent or its counsel may reasonably request relating
to the organization, existence and good standing of the Borrower, the
authorization of the Transactions and any other legal matters relating to
the Borrower or this Agreement by the Borrower.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) Officers Certificate. A certificate, dated the Closing Date
and signed by the President, a Vice President or a Financial Officer of
the Borrower or other Financial Officer, (i) confirming compliance with
the conditions set forth in the lettered clauses of
the first sentence of Section 5.02 (including, regardless of whether
a Borrowing is made on the Closing Date, the accuracy of the
representations and warranties set forth in Sections 4.04(b) and 4.06(a)
and (c)) and (ii) stating that the Borrower has complied with Article VII
(disregarding the exception referred to therein relating to Section 8.07
of the Existing Credit Agreement).

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| |                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) Process Agent Acceptance. A Process Agent Acceptance, duly
executed and delivered by the Process Agent, in substantially the form of
Exhibit B.



| |                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) Asset Purchase Agreement. A copy of the Asset Purchase
Agreement, certified by a Financial Officer as true, complete and in full
force and effect on the Closing Date and in the form most recently
furnished to the Lenders before the date hereof, without modification
except for modifications that do not, individually or in the aggregate,
materially adversely affect the Lenders.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) Sale Order. A copy of the Sale Order, certified by a Financial
Officer as true, complete, final and in full force and effect on the
Closing Date and in the form most recently furnished to the Lenders
before the date hereof, without modification or the imposition of
conditions or limitations with respect thereto, except for such
immaterial modifications, conditions or limitations that do not,
individually or in the aggregate, materially adversely affect the
Lenders.



| |                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) Loral Financial Statements. The financial statements required
to be delivered by the Sellers under Section 6.7 of the Asset Purchase
Agreement, having the form and scope required by the Asset Purchase
Agreement.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Insurance. Certificates of insurance evidencing the existence
of all insurance required to be maintained by the Borrower pursuant to
Section 6.06. In addition, the Borrower shall have delivered a
certificate of a Financial Officer setting forth the insurance obtained
by it in accordance with the requirements of Section 6.06 and stating
that such insurance is in full force and effect and that all premiums
then due and payable thereon have been paid.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) Certificate as to Certain Financial Matters. A certificate,
dated the Closing Date and signed by a Financial Officer, demonstrating
in reasonable detail that the Leverage Ratio on the Closing Date,
calculated on a pro forma basis using reasonable assumptions as if the
Acquisition (excluding the acquisition of the New GEO Satellite), the
issuance of the Bonds and the borrowings of the full amount of the Term
Loan Commitments and the application of the proceeds therefrom had
occurred on the first day of the period of four full fiscal quarters
ending on or most recently ended before the Closing Date) does not exceed
3.6 to 1.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) Repayment of Existing Indebtedness. Evidence (which may
consist of confirmation from the agent for the lenders under the Existing
Credit Agreement) that the principal of and interest on, and all other
amounts owing in respect of, the Indebtedness outstanding under the
Existing Credit Agreement shall have been (or shall be
simultaneously) paid in full, that any commitments to extend credit
under the Existing Credit Agreement shall have been canceled or
terminated.



| |                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (l) Consummation of Acquisition. Evidence (which may consist of
attendance at the closing of the Acquisition by a representative of New
York counsel to the Administrative Agent) that the Acquisition shall have
been (or shall be simultaneously) consummated in all material respects in
accordance with the terms of the Asset Purchase

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Agreement (except for any
modifications, supplements or material waivers thereof, or written
consents or determinations made by the parties thereto, that shall be
reasonably satisfactory to the Required Lenders), and the Administrative
Agent shall have received a certificate of a Financial Officer of the
Borrower to such effect and to the effect that attached thereto are true
and complete copies of the definitive documents delivered to the Borrower
or the Sellers at the closing of the Acquisition pursuant to the Asset
Purchase Agreement. In addition, the Administrative Agent shall have
received copies of the legal opinions delivered to the Borrower pursuant
to the Asset Purchase Agreement in connection with the Acquisition,
together with a letter from each Person delivering such opinion (or
authorization within such opinion) authorizing reliance thereon by the
Administrative Agent and the Lenders, it being understood that the
Borrower shall request counsel for the Sellers to deliver such a reliance
letter.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (m) Seller-Related Representation. A certificate of the Borrower,
dated the Closing Date, setting forth its representation and warranty
that, to its knowledge, the representations and warranties of each Seller
contained in the Asset Purchase Agreement are true and correct as at the
Closing Date (except for representations made by such Seller as of a
specific date, which to the knowledge of the Borrower were true and
correct as of such specific date), except where the failure of such
representations and warranties to be true and correct would not
constitute a Material Adverse Change (as defined in the Asset Purchase
Agreement). Such certificate shall provide that, for the purposes of
such representation and warranty by the Borrower, the representations and
warranties of the Sellers, except for the representations and warranties
of the Sellers set forth in Section 3.19 of the Asset Purchase Agreement,
shall be read without giving effect to the terms material, Material
Adverse Change, Material Adverse Effect or words with a similar
meaning.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (n) Pro Forma Financial Statements. If the Borrower shall have
released its annual audited financial statements as at and for the year
ending December 31, 2003 on or before the Closing Date and the Closing
Date shall occur more than 90 days after December 31, 2003, pro forma
financial statements in the form and scope set forth in the Borrowers
Form F-4 filed with the SEC in connection with the Bonds, reflecting the
pro forma financial condition of the Borrower and its Restricted
Subsidiaries at said date and for such year after giving effect to the
Acquisition, together with a certificate of a Financial Officer to the
effect that, in his opinion, the assumptions forming the basis for such
pro forma financial statements are reasonable.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (o) No Change to Capital Structure. A certificate, dated the
Closing Date and signed by the President or a Vice President of the
Borrower or a Financial Officer, confirming that the capital structure of

the Borrower and its Restricted Subsidiaries as
described in the Information Memorandum distributed by the Arrangers
to the Lenders in connection with this Agreement after giving pro forma
effect to the Transactions, has not changed materially, unless such
change is reasonably satisfactory to the Lenders.
|
| | (p) Other Documents. Such other documents as the Administrative
Agent or any Lender or special New York counsel to the Administrative
Agent may reasonably request.                                                                                                                                                                                                                                                                                                                                                           

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The obligation of each Lender and the Administrative Agent referred to
above in this Section 5.01 is also subject to (x) the fact that no ORBIT Act
Event shall have occurred and (y) the payment by the Borrower of such fees as
the Borrower shall have agreed to pay to any Lender or the Administrative Agent
in connection herewith, including the reasonable fees and expenses of Milbank,
Tweed, Hadley & McCloy LLP, special New York counsel to the Administrative
Agent, in connection with the negotiation, preparation, execution and delivery
of this Agreement and the extensions of credit hereunder (to the extent that
statements for such fees and expenses have been delivered to the Borrower).
The Administrative Agent shall notify the Borrower and the Lenders of the
Closing Date, and such notice shall be conclusive and binding.

SECTION 5.02. Conditions to Each Credit. The obligation of each Lender
to make any Loan is additionally subject to the satisfaction of the following
conditions:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) both before and after giving effect to such Loan, the
representations and warranties of the Borrower set forth in Section 4 of
this Agreement (other than, in connection with the making of any Loan
after the Closing Date, the representations and warranties set forth in
Sections 4.04(b) and 4.06(a) and (c)) shall be true and correct in all
material respects on and as of the date of such Loan (or, if any such
representation or warranty is expressly related to an earlier date, as of
such earlier date); and



| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | (b) at the time of and immediately after giving effect to such Loan
no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty
by the Borrower on the date thereof as to the matters specified in the
preceding sentence.

ARTICLE VI

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees payable hereunder shall have been paid
in full, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Financial Statements and Other Information. The Borrower will
furnish to the Administrative Agent (which shall promptly upon receipt thereof
provide a copy of each Lender):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, the unaudited consolidated
balance sheet and related statements of operations, shareholders equity
and cash flows of the Borrower and its Subsidiaries as of the end of and
for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for (or, in
the case of the balance sheet, as of the end of) the corresponding period
or periods of the previous fiscal year, all certified by a Financial
Officer as presenting fairly in all material respects the financial
condition and results of operations of the Borrower and its Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes
(it being

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- 50 -



| |                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | understood and agreed that the furnishing by the Borrower of
its Form 6-K or the filing of a Form 10-Q with the SEC as at the end of
and for any fiscal quarter, certified as aforesaid, shall be deemed to
satisfy its obligations under this paragraph with respect to such
quarter);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) within 90 days after the end of each fiscal year of the
Borrower, the audited consolidated balance sheet and related statements
of operations, shareholders equity and cash flows of the Borrower and
its Subsidiaries as of the end of and for such year, setting forth in
each case in comparative form the figures for the previous fiscal year,
all reported on by KPMG LLP or other independent public accountants of
recognized national standing (without a going concern or like material
qualification or material exception and without any material
qualification or material exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of
the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied (it being understood and agreed that the
filing by the Borrower of its Form 20-F or Form 10-K with the SEC as at
the end of and for any fiscal year, reported on as aforesaid, shall be
deemed to satisfy its obligations under this paragraph with respect to
such year);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) with the delivery of each of the financial statements referred
under clause (a) or (b) of this Section, (i) a certificate, substantially
in the form of Exhibit H hereto, in which a Financial Officer certifies
compliance with the requirements of Sections 7.02, 7.05, 7.06, 7.09 and
7.10 and (ii) a reconciliation certified by a Financial Officer between
the financial results for the Borrower and its Subsidiaries set forth in
such financial statements and the calculations necessary to demonstrate
compliance with Section 7.10, such reconciliation to be in scope and
detail reasonably satisfactory to the Administrative Agent;



| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) promptly, and in any event within five Business Days after an
officer of the Borrower obtains actual knowledge thereof, notice of the
occurrence of any condition, event or act which constitutes a Default;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) promptly, notice of each Rating Level Change;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (f) no less than annually with respect to each In-Orbit Satellite
that has a net book value exceeding $50,000,000, and upon the occurrence
of an Event of Default at any time upon the reasonable request of the
Administrative Agent (i) with respect to any one or more In-Orbit
Satellites operated by the Borrower or any of its Subsidiaries, a
satellite health report prepared by the Borrower and certified by a
Financial Officer in the form set forth as Exhibit I, (ii) with respect
to the In-Orbit Satellites acquired in the Acquisition delivered during
the period in which the TT&C Transition Services Agreement is in effect,
any satellite health report received by the Borrower pursuant to the
terms of the TT&C Transition Services Agreement and (iii) with respect to
any In-Orbit Satellite that is operated by any Person other than the
Borrower or any of its Subsidiaries, any satellite health reports
received by the Borrower from such Person, provided that nothing in this
clause (f) shall require the Borrower to deliver any information to any
Lender to the extent delivery of such information is restricted by

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- 51 -



| |                
| | ---------------
| | applicable law;



| |                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) promptly, notice of the filing or commencement of any action,
suit or proceeding by or before any arbitrator or Governmental Authority
against or affecting the Borrower or any of its Subsidiaries that, if
adversely determined, could reasonably be expected to result in a
Material Adverse Effect;



| |                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) promptly, notice of the occurrence of any ERISA Event that,
alone or together with any other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Borrower and its
Restricted Subsidiaries in an aggregate amount exceeding $50,000,000;



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) promptly, notice of any actual or constructive total or other
material loss event with respect to any satellite which, prior to such
event, was a Covered Satellite;



| |                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) if the FCC rejects the Borrowers application to extend beyond
December 31, 2003 the deadline for the initial public offering by the
Borrower of its ordinary shares established by the Open market
Reorganization for the Betterment of International Telecommunications
Act, prompt notice of such rejection; and



| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) from time to time, such other information or documents relating
to the business, operations or financial condition of the Borrower or any
of its Subsidiaries as the Administrative Agent may reasonably request.

SECTION 6.02. Conduct of Business, Etc. The Borrower shall, and shall
cause each of its Restricted Subsidiaries to, conduct and operate its business
diligently and in the ordinary manner in compliance in all material respects
with all applicable laws, governmental rules, regulations or orders, decisions
or decrees whether imposed by government mandate or otherwise except to the
extent such failure to comply would not, in the aggregate, have a Material
Adverse Effect.

SECTION 6.03. Preservation of Existence, Rights, Etc.
The Borrower shall, and shall cause each of its Restricted Subsidiaries
to, do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence and the rights, licenses, permits,
privileges and franchises material to the conduct of the business in all
material respects; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 7.03 or
require the preservation, renewal or maintenance of any FCC License for a
Satellite Under Construction.

SECTION 6.04. Payment of Obligations. The Borrower shall, and shall
cause each of its Restricted Subsidiaries to, pay and discharge as the same
becomes due and payable all its obligations and liabilities, including all tax
liabilities, assessments and governmental charges or levies upon it, its
properties or its assets, except for (i) any tax described in paragraph (a) of
the definition of Permitted Encumbrances, (ii) such obligations and
liabilities that, if not so discharged, would not have a Material Adverse
Effect and (iii) Indebtedness that does not constitute Material Indebtedness.

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- 52 -

SECTION 6.05. Maintenance of Properties. The Borrower shall, and shall
cause each of its Restricted Subsidiaries to, keep all property useful and
necessary in its business in good working order and condition, ordinary wear
and tear excepted, which shall include, in the case of Covered Satellites
(other than Satellites Under Construction), the provision of tracking,
telemetry, control and monitoring of Covered Satellites in their designated
orbital positions in accordance with prudent and diligent standards in the
commercial satellite industry.

SECTION 6.06. Insurance.

(a) Generally. With respect to property other than Covered Satellites,
the Borrower will, and will cause each of its Restricted Subsidiaries to,
maintain with financially sound and reputable insurance companies insurance or
self-insurance in such amounts and against such risks as are customarily
maintained under the same or similar circumstances by companies engaged in the
same or similar businesses in the same or similar locations.

(b) Covered Satellites. The Borrower will, and will cause each of its
Restricted Subsidiaries to, maintain a satellite risk management program with
respect to that portion, which may be all, of any Covered Satellite that is
owned by the Borrower or any of its Restricted Subsidiaries or for which the
Borrower or any of its Restricted Subsidiaries otherwise bears the risk of loss
that is consistent with the Borrowers risk management policies as of the date
hereof, which program may comprise Launch Insurance and In-Orbit Insurance,
self-insurance, co-insurance and/or in-orbit spare or preemptible transponder
capacity protection. Notwithstanding the foregoing sentence, any decision on
the part of the Borrower: (i) with respect to that portion, which may be all,
of any Covered Satellite that is owned by the Borrower or any of its Restricted
Subsidiaries or for which the Borrower or any of its Restricted Subsidiaries
otherwise bears the risk of loss that has a net book value, less satellite
performance incentives, in excess of $150,000,000, not to procure and maintain,
or to permit or cause any of its Restricted Subsidiaries not to procure and
maintain, Launch Insurance or In-Orbit Insurance or not to maintain any other
risk management program, (ii) to procure and maintain, or cause to be
procured and maintained, In-Orbit Insurance on terms that provide
co-insurance or other form of self-insured retention in an amount in excess of
$150,000,000 with respect to such portion of a Covered Satellite or (iii) to
procure and maintain, or cause to be procured and maintained, Launch Insurance
on terms that provide co-insurance or other form of self-insured retention in
an amount in excess of $75,000,000 with respect to the satellite commonly
referred to as 10-02 or $50,000,000 with respect to any other Covered
Satellite or any series of Covered Satellites, shall be based on the good faith
determination of the Board of Directors, or a committee of the Board of
Directors, of the Borrower in its prudent business judgment after considering
any report, opinion or other information provided by its insurance broker with
respect thereto, and after considering, among other things, the availability
and terms (including deductibles and exclusions to coverage) of insurance,
insurance policies previously obtained by the Borrower or its Restricted
Subsidiaries, the condition of the satellite fleet of the Borrower and its
subsidiaries, taken as a whole, the operational experience of the Borrower and
its subsidiaries with respect to such fleet and risk management policies of
other operators of multiple geostationary satellites, that not procuring or
maintaining any insurance or procuring and maintaining such insurance on the
terms as described in this sentence, as the case may be, represents an
appropriate satellite risk management program or an appropriate level of
insurance, as the case may be, in respect of the satellite fleet of the
Borrower and its subsidiaries, taken as a whole.

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(c) Third Party Launch Liability Insurance. The Borrower will use
commercially reasonable efforts to cause each Launch Services Provider to
procure and maintain Third Party Launch Liability Insurance in full force and
effect for the period required under the relevant Launch Services Agreement.

SECTION 6.07. Books and Records; Inspection. The Borrower will, and will
cause each of its Restricted Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will,
and will cause each of its Restricted Subsidiaries to, permit any
representatives (who are not Disqualified Persons) designated by the
Administrative Agent or any Lender, during regular business hours, upon
reasonable prior notice and subject to reasonable safety and security measures,
to visit and inspect its properties, to examine and make extracts from its
books and records (other than materials, the disclosure of which would result
in (i) the loss of attorney-client privilege that has not already been lost or
(ii) a violation of law), and to discuss its affairs, finances and condition
with its officers and independent accountants. The cost of such inspection
shall be for the account of the Administrative Agent and the Lenders, unless an
Event of Default has occurred and is continuing.

SECTION 6.08. Compliance. The Borrower will, and will cause each of its
Restricted Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property (including all
FCC Licenses and all other governmental approvals or authorizations required to
launch and operate the Covered Satellites and the TT&C Stations related thereto
and to transmit signals to and receive transmissions from the Covered
Satellites), and to maintain all such FCC Licenses, other Subject Licenses and
other governmental approvals or authorizations
in full force and effect, in each case (i) except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, it being understood that any failure as it
may relate to any FCC License for a Covered Satellite that is yet to be
launched shall not, in itself, be considered or deemed to result in a Material
Adverse Effect and (ii) except where a Person other than the Borrower or a
Subsidiary has agreed in accordance with customary industry practices to
perform any such actions on behalf of the Borrower or any of its Restricted
Subsidiaries, in which case the Borrower will, and will cause each of its
Restricted Subsidiaries to, use commercially reasonable efforts to cause such
Person to take such actions.

SECTION 6.09. Use of Credit. The proceeds of the Term Loans will be used
by the Borrower solely to pay (or to replenish cash-on-hand, or repay
commercial paper or short-term revolving loans incurred, to pay) at maturity
the principal of the Euronotes or the Dragonbonds. The proceeds of the
Revolving Credit Loans will be used solely for payments to be made by the
Borrower under the Asset Purchase Agreement, for payments of fees and expenses
in connection with the Transactions and for working capital and other general
corporate purposes (including, without limitation to prepay a portion of the
purchase price of the New GEO Satellite, whenever required). No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X.

SECTION 6.10. Governmental Approvals. The Borrower agrees that it will
promptly obtain from time to time at its own expense all such governmental
licenses,

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authorizations, consents, permits and approvals as may be required
for it to comply with its obligations and to preserve its rights under this
Agreement.

ARTICLE VII

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full,
the Borrower covenants and agrees with the Lenders that (except, for so long as
the Existing Credit Agreement remains in effect, to the extent that any
covenant or agreement set forth below in this Article VII would constitute a
breach of Section 8.07 of the Existing Credit Agreement):

SECTION 7.01. Sale and Lease-Back Transactions. The Borrower will not,
and will not permit any of its Restricted Subsidiaries to, enter into any
arrangement, directly or indirectly, with any Person whereby it shall sell or
transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or (if such arrangement is the functional equivalent of a sale and
lease-back transaction engaged in for the purpose of obtaining financing) other
substantially equivalent property that it intends to use for substantially the
same purpose or purposes as the property being sold or transferred, provided
that the Borrower and its
Restricted Subsidiaries may enter into any such arrangement with respect
to one or more Covered Satellites, transponders, TT&C Stations, other real
property, tools, equipment, office equipment and personal property relating
thereto so long as (A) immediately prior to such transaction and after giving
effect thereto, no Default shall have occurred and be continuing and (B) after
giving effect to such transaction, the Borrower shall be in compliance with
Section 7.10 (the determination of such compliance to be calculated on a pro
formabasis) as at the end of and for the period of four fiscal quarters most
recently ended prior to the date of such transaction for which financial
statements of the Borrower and its Subsidiaries are available, under the
assumption that such transaction shall have occurred at the beginning of the
applicable period, and under the assumption that interest for such period had
been equal to the rate of interest on such indebtedness or Attributable Debt.

SECTION 7.02. Liens. The Borrower will not, nor will it permit any of
its Restricted Subsidiaries to, create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except:



| |                            
| | ---------------------------
| | (a) Permitted Encumbrances;



| |                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Liens on property arising out of sale and leaseback
transactions for such property permitted by Section 7.01 securing the
related Indebtedness;



| |                                                      
| | -----------------------------------------------------
| | (c) grants of software and other technology licenses;



| |                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary thereof, or
existing on any property or asset of any Person that becomes a Subsidiary
of the Borrower after the date hereof prior to the time such Person
becomes a Subsidiary of the Borrower; provided that (i) such Lien is not

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | created in contemplation of or in connection with such acquisition or
such Person becoming a Subsidiary of the Borrower, as the case may be,
(ii) no such Lien shall apply to any property or assets of the Borrower
or such Subsidiary other than the property so acquired or so existing (as
the case may be) and improvements thereon and (iii) such Lien shall
secure only those obligations which it secures on the date of such
acquisition or the date such Person becomes a Subsidiary, as the case may
be, and extensions, renewals, refinancings and replacements (or
successive extensions, renewals, refinancings and replacements) thereof
that do not increase the principal amount thereof (excluding amounts
attributable to premiums and exchanges);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) any Lien on any property or asset of the Borrower or any of its
Restricted Subsidiaries existing on the date hereof and set forth in Part
B of Schedule II, or, to the extent not listed on said Part B, where such
property(ies) or asset(s) have a fair market value that does not exceed
either $10,000,000 in the aggregate or $5,000,000 in any particular case;
provided that (i) no such Lien shall extend to any other property or
asset of the Borrower or any of its Restricted Subsidiaries and (ii) any
such Lien shall secure only those obligations which it secures on the
date hereof and extensions, renewals,
refinancings and replacements (or successive extensions, renewals,
refinancings and replacements) thereof that do not increase the principal
amount thereof (excluding amounts attributable to premiums and
exchanges);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) Liens on fixed or capital assets acquired, constructed or
improved by the Borrower or any Restricted Subsidiary and proceeds
thereof; provided that (i) such security interests secure Indebtedness or
other obligation permitted hereunder and extensions, renewals,
refinancings and replacements (or successive extensions, renewals,
refinancings and replacements) thereof that do not increase the principal
amount thereof (excluding amounts attributable to premiums and
exchanges); (ii) such security interests and the Indebtedness or other
obligation secured thereby (except any such extensions, renewals,
refinancings and replacements thereof) are incurred prior to or within 90
days after such acquisition or the completion of such construction or
improvement (within 270 days in the case of a Covered Satellite), (iii)
the Indebtedness or other obligation secured thereby does not exceed the
cost of acquiring, constructing or improving such fixed or capital assets
and (iv) such security interests shall not apply to any other property or
assets of the Borrower or any Restricted Subsidiary;



| |                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) Liens on equity interests in joint ventures or Investments in
Unrestricted Subsidiaries securing obligations of such joint venture or
Unrestricted Subsidiary (as the case may be);



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) Liens on securities that are the subject of repurchase
agreements constituting Permitted Investments under clause (e) of the
definition of said term;



| |                                                                                   
| | ----------------------------------------------------------------------------------
| | (i) Liens contemplated by the definition of Qualifying Receivables
Transactions;

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| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) Liens securing the obligations of the Borrower hereunder and
the obligations of any one or more Subsidiaries under any guarantee of
such obligations of the Borrower; and



| |                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) Liens not otherwise permitted by the foregoing clauses (a)
through (j) securing any Indebtedness or other obligation of the Borrower
or its Subsidiaries, provided that the aggregate principal amount of
Indebtedness or other obligation secured by Liens permitted by this
clause (k) shall not exceed $50,000,000 at any time outstanding.

SECTION 7.03. Fundamental Changes. The Borrower will not, nor will it
permit any of its Restricted Subsidiaries to, enter into any transaction of
merger or consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution). The Borrower will not, nor
will it permit any of its Restricted Subsidiaries to, convey, sell, lease,
transfer or otherwise dispose of in one transaction or a series of
transactions, all or substantially all of its business or property, whether now
owned or hereafter acquired (including receivables and leasehold interests).

Notwithstanding the foregoing provisions of this Section:



| |                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Borrower or any Restricted Subsidiary of the Borrower may
merge, amalgamate or consolidate with any other Person if (1) in the case
of a merger, amalgamation or consolidation of the Borrower, the Borrower
is the surviving entity and (2) in any other case, the surviving entity
is a Restricted Subsidiary of the Borrower; and



| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) any Restricted Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its business or property (upon
voluntary liquidation or otherwise) to the Borrower or any Restricted
Subsidiary.

SECTION 7.04. Lines of Business. The Borrower will not, nor will it
permit any of its Restricted Subsidiaries to, engage to any material extent in
any business other than the business of or related to providing communications
services primarily through the use of satellites and related ground
infrastructure, together with businesses related thereto including satellite
construction monitoring services, satellite launch support services and
satellite operations services.

SECTION 7.05. Investments. The Borrower will not, nor will it permit any
of its Restricted Subsidiaries to, make Investments after the date hereof in
Persons (other than Restricted Subsidiaries that are Wholly Owned Subsidiaries)
in which the Borrower and its Restricted Subsidiaries own more than 5% of the
Voting Stock, if such Investments are in an aggregate amount exceeding (i)
$500,000,000 in the case of Investments in Restricted Subsidiaries that are not
Wholly Owned Subsidiaries and (ii) $225,000,000 in the case of Investments in
all other such Persons. For purposes of this Section, the aggregate amount of
an Investment at any time shall be deemed to be equal to (A) the aggregate
amount of cash, together with the aggregate fair market value of property,
loaned, advanced, contributed, transferred or otherwise invested that gives
rise to such Investment minus (B) the aggregate amount of dividends,
distributions or other payments received in cash in respect of such Investment;
the

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amount of an Investment shall not in any event be reduced by reason of any
write-off of such Investment nor increased by any increase in the amount of
earnings retained in the Person in which such Investment is made that have not
been dividended, distributed or otherwise paid out. The designation of any
Person as an Unrestricted Subsidiary shall be deemed for purposes of this
Section 7.05 to constitute an Investment by the Borrower in an Unrestricted
Subsidiary on the date of such designation in an amount equal to the aggregate
amount of the Investments of the Borrower and its Restricted Subsidiaries in
such Person and such Persons Subsidiaries.

SECTION 7.06. Restricted Payments. The Borrower will not, nor will it
permit any of its Restricted Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, provided that the
Borrower and its Restricted Subsidiaries may declare and make Restricted
Payments in cash, subject to the satisfaction of each of the following
conditions on the date of such Restricted Payment and after giving effect
thereto:



| |                                                          
| | ---------------------------------------------------------
| | (i) no Default shall have occurred and be continuing; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) the aggregate amount of Restricted Payments made during the
period commencing on the first day of the first quarter falling soonest
after the Closing Date, through and including the last day of the fiscal
quarter most recently ended prior to the date of such Restricted Payment
shall not exceed an amount equal to the sum of (x) 50% of consolidated
net income of the Borrower and its Restricted Subsidiaries for such
period (treated for these purposes as a single accounting period) plus
(y) $200,000,000.

Notwithstanding the foregoing, nothing herein shall be deemed to prohibit
any of the following transactions (and none of which shall be included in any
calculation made pursuant to the preceding clause (ii)): (a) the payment of
dividends by any Restricted Subsidiary to the Borrower or any other Restricted
Subsidiary, (b) the repurchase of equity interests of the Borrower or any
Restricted Subsidiary from directors, officers, consultants and employees for
consideration in an aggregate amount not exceeding $20,000,000 after the
Closing Date consisting of the cancellation or forgiveness of Indebtedness (or
the proceeds of the repayment of such Indebtedness) of such director, officers,
consultants or employees owing to the Borrower or any Restricted Subsidiary
that was incurred as consideration for the purchase of equity interests of the
Borrower or any Restricted Subsidiary, (c) the purchase of ordinary shares of
the Borrower from customers of the Borrower and its Restricted Subsidiaries,
(d) the issuance of equity as part of a transaction permitted by Section 7.03,
(e) dividends by the Borrower with respect to its ordinary shares payable
solely in additional ordinary shares and (e) Restricted Payments pursuant to
and in accordance with stock option plans or other benefit plans for
management, employees or consultants of the Borrower or its Subsidiaries.

SECTION 7.07. Transactions with Affiliates. The Borrower will not, nor
will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, make any Investment in, or purchase, lease
or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any of its Affiliates, except (a) transactions in for
which the business and monetary consideration received by the Borrower and its
Restricted Subsidiaries, taken as a whole, are substantially as favorable to
the Borrower and such Restricted Subsidiaries as could be obtained on an
arms-length basis from unrelated third parties (and a resolution adopted by a
majority of the members of the Board of Directors of the Borrower that

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are
disinterested in such transaction approving such transaction (and, if such
transaction is with an Unrestricted Subsidiary, finding that such transaction
meets the foregoing requirements of this clause (a)) shall be dispositive as to
such requirements for purposes of this Agreement), (b) transactions between or
among the Borrower and its Restricted Subsidiaries not involving any other
Affiliate, (c) any Investment permitted by Section 7.05, (d) any Restricted
Payment permitted by Section 7.06 and (e) the issuance of equity interests of
the Borrower or any Restricted Subsidiary.

SECTION 7.08. Restrictive Agreements. The Borrower will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Restricted Subsidiary to create, incur or permit to exist any
Lien upon any of its property or assets, or (b) the ability of any Restricted
Subsidiary to pay dividends or other distributions with respect to any shares
of its capital stock or to make or repay loans or advances to the Borrower or
any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Restricted Subsidiary; provided that the foregoing shall not apply to
(a) restrictions and conditions imposed by law or by this Agreement, (b)
restrictions and conditions existing on the date hereof identified on Schedule
III (and any extension or renewal of, and any amendment or modification that
does not expand the scope of, any such restriction or condition), (c)
limitations that are not more restrictive in any material respect than those
contained in Section 7.02 (including the related definitions) (the limitations
on Liens set forth in the Senior Notes Indenture being deemed to satisfy this
clause (c)), (d) customary restrictions and conditions contained in connection
with the creation, incurrence or assumption of a Lien on specific assets if
such Lien is permitted by Section 7.02 and is not created, incurred or assumed
for the purpose of avoiding the restrictions imposed by this Section 7.08 and
(e) customary restrictions and conditions contained in agreements relating to
the sale of a Restricted Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Restricted Subsidiary that is to
be sold and such sale is permitted hereunder.

SECTION 7.09. Restricted Subsidiary Indebtedness. The Borrower will not
permit the aggregate principal amount of Indebtedness of its Restricted
Subsidiaries (excluding any Indebtedness of a Restricted Subsidiary owed to the
Borrower or another Restricted Subsidiary, including, without duplication, any
Guarantee by a Restricted Subsidiary of Indebtedness of the Borrower, and
without double-counting Indebtedness of a Restricted Subsidiary that is
Guaranteed by another Restricted Subsidiary) at any time to exceed $25,000,000.

SECTION 7.10. Certain Financial Covenants.(a) Leverage Ratio. The
Borrower will not permit the Leverage Ratio to exceed the following respective
ratios at any time during the following respective periods:

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|                                                 |  |           |  | 
|------------------------------------------------ |  | --------- |  | 
|Period                                           |  | Ratio    
|                                                 |  |          
|From the Closing Date
through June 29, 2004      |  | 3.60 to 1
|                                                 |  |           |  | 
|From June 30, 2004
through December 30, 2004     |  | 3.50 to 1
|                                                 |  |           |  | 
|From December 31, 2004
through December 30, 2005 |  | 3.25 to 1
|                                                 |  |           |  | 
|From December 31, 2005
through June 29, 2006     |  | 3.00 to 1
|                                                 |  |           |  | 
|From June 30, 2006
and thereafter                |  | 2.75 to 1

(b) Interest Coverage Ratio. The Borrower will not permit the Interest
Coverage Ratio to be less than 3.5 to 1 at any time.

(c) Fiscal Periods. To enable the ready and consistent determination of
compliance with the covenants set forth herein, the Borrower will not change
the last day of its fiscal year from December 31, or the last days of its first
three fiscal quarters of each year from March 31, June 30 and September 30.

SECTION 7.11. Modifications of Certain Documents. The Borrower will not
consent to any modification, supplement or waiver of any of the provisions of
the Asset Purchase Agreement or the TT&C Transition Services Agreement, except
for modifications, supplements or waivers that do not, individually or in the
aggregate, materially adversely affect the Lenders. The Borrower will not, nor
will it permit any of its Restricted Subsidiaries to, amend, modify or
supplement its organizational documents, in any manner that would materially
impair the Borrowers ability to perform its obligations under this Agreement
or any other Credit Document.

ARTICLE VIII

EVENTS OF DEFAULT

If any of the following events (Events of Default) shall occur:



| |                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Borrower shall fail to pay any principal of any Loan when
and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;



| |                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) the Borrower shall fail to pay any interest on any Loan or any
fee or any other amount (other than an amount referred to in clause (a)
of this Article) payable under this Agreement, when and as the same shall
become due and payable, and such failure shall continue unremedied for a
period of three or more Business Days;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Restricted Subsidiaries in or in
connection with this Agreement or any amendment or modification hereof,
or in any report, certificate (other than the certificate furnished
pursuant to Section 5.01(m)), financial statement or other document
furnished pursuant to or in connection with this Agreement or any
amendment or modification hereof, shall prove to have been incorrect when
made or deemed made in any material respect;



| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 6.01(d), 6.03 (with respect
to the Borrowers existence only) or in Article VII (other than Section
7.05);



| |                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those
specified in clause (a), (b) or (d) of this Article) and such failure
shall continue unremedied for a period of 30 or more days after written
notice thereof from the Administrative Agent (given at the request of any
Lender) to the Borrower;



| |                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) the Borrower or any of its Restricted Subsidiaries shall fail
to make any payment (whether of principal or interest and regardless of
amount) in respect of any Material Indebtedness when and as the same
shall become due and payable and such failure shall extend beyond any
applicable grace period as originally in effect (without giving effect to
any extension thereof);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or
both) the holder or holders of any Material Indebtedness or any trustee
or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity; provided that this
clause (g) shall not apply to secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets
securing such Indebtedness;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of the Borrower or any of its Restricted Subsidiaries
or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now
or hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower
or any of its Restricted Subsidiaries or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue
undismissed for a period of 60 or more days or an order or decree
approving or ordering any of the foregoing shall be entered;



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Borrower or any of its Restricted Subsidiaries shall (i)
voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | law now or
hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition
described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any of its Restricted
Subsidiaries or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the
foregoing;



| |                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) the Borrower or any of its Restricted Subsidiaries shall become
unable, admit in writing its inability or fail generally to pay its debts
as they become due;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) one or more judgments for the payment of money in an aggregate
amount in excess of $50,000,000 shall be rendered against the Borrower or
any of its Restricted Subsidiaries or any combination thereof and the
same shall remain undischarged for a period of 30 consecutive days during
which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of
the Borrower or any of its Restricted Subsidiaries to enforce any such
judgment;



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (l) an ERISA Event shall have occurred that, when taken together
with all other ERISA Events that have occurred and continuing, could
reasonably be expected to result in a Material Adverse Effect;



| |                                     
| | ------------------------------------
| | (m) a Change in Control shall occur;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (n) any Governmental Authority shall condemn, seize, nationalize or
appropriate any substantial portion of the property of the Borrower
(either with or without payment of compensation), or the Borrower shall
be prevented from exercising normal control over all or a substantial
part of its property (and the same shall continue for 30 or more days),
and (in any case referred to in this paragraph (n)) such event has had or
could be reasonably expected to have a Material Adverse Effect; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (o) any material FCC License or other Subject License or any other
material authorizations, orders, licenses or permits issued by any
Governmental Authority to the Borrower or any of the Restricted
Subsidiaries, shall be revoked or canceled or expire by its terms and not
be renewed, or shall be modified, and such revocation, cancellation,
expiration, non-renewal, or modification shall be materially adverse to
the Borrower and its Restricted Subsidiaries taken as a whole;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either
or both of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together

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with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest,
or other notice of any kind, all of which are hereby waived by the Borrower,
and in case of any event with respect to the Borrower described in clause (h)
or (i) of this Article, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE IX

THE ADMINISTRATIVE AGENT

Each of the Lenders hereby irrevocably appoints the Administrative Agent
as its agent hereunder and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.

The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such
Person and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Borrower or any Restricted Subsidiary
or other Affiliate thereof as if it were not the Administrative Agent
hereunder.

The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary
or other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent
is required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its Restricted Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders or in the absence of its own gross negligence
or willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to
the Administrative Agent by the Borrower or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection
with this Agreement, (ii) the contents of any certificate, report or other
document delivered hereunder or in connection herewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions
set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article V

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or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be
genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone or facsimile and reasonably believed by it to be made by the proper
Person, and shall not incur any liability for relying thereon. The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or
experts.

The Administrative Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent in good faith. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

The Administrative Agent may, and at the request of the Required Lenders
shall, resign as Administrative Agent upon 30 days notice to the Lenders. If
the Administrative Agent resigns under this Agreement, the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders which
successor agent shall be reasonably approved by the Borrower. If no successor
agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Borrower, a successor agent from among the Lenders.
Upon the acceptance of its appointment as successor agent hereunder, such
successor agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term Administrative Agent shall mean
such successor agent and the retiring Administrative Agents appointment,
powers and duties as Administrative Agent shall be terminated. After any
retiring Administrative Agents resignation hereunder as Administrative agent,
the provisions of this Article IX shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor agent has accepted appointment as Administrative
Agent by the date which is 30 days following a retiring Administrative Agents
notice of resignation, the retiring Administrative Agents resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of
the duties of the Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided above.

Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and

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information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement or any related agreement or
any document furnished hereunder or thereunder.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Notices.

(a) All notices, requests and demands to or upon the respective parties
hereto to be effective shall be either (x) in writing (including by facsimile,
encrypted or unencrypted), (y) as and to the extent set forth in Sections
2.03(a), 2.06(b), 2.08(b) and 2.09(c), by telephone or (z) as and to the extent
set forth in clause (c) of this Section and in the proviso to this Section,
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when delivered or, in the case of facsimile or e-mail
notice, when received, addressed to the Borrower, the Administrative Agent, or
such Lender (or other holder) at its address shown in Schedule IX hereto or at
such other address as it may, by written notice received by the other parties
to this Agreement, have designated as its address for such purpose; provided
that any notice, request or demand to or upon the Administrative Agent or the
Lenders pursuant to Sections 2.03(a), 2.06(b), 2.08(b) or 2.09(c) shall not be
effective until received.

(b) Any party hereto may change its address or facsimile number for
notices and other communications hereunder by notice to the other parties
hereto (or, in the case of any such change by a Lender, by notice to the
Borrower and the Administrative Agent). All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt.

(c) So long as Citicorp or any of its Affiliates is the Administrative
Agent, the Borrower shall, if in its reasonable determination it is able to do
so, provide to the Administrative Agent all information, documents and other
materials that it is obligated to furnish to the Administrative Agent pursuant
to this Agreement, including all notices, requests, financial statements,
financial and other reports, certificates and other information materials, but
excluding any such communication that (i) relates to a request for a new, or a
conversion of an existing, Borrowing or other extension of credit (including
any election of an interest rate or interest period relating thereto), (ii)
relates to the payment of any principal or other amount due under this
Agreement prior to the scheduled date therefor, (iii) relates to requests for
material modifications to this Agreement; (iv) relates to requests for material
waivers of any provisions of this Agreement; (v) relates to any material
non-public information of the Borrower; (vi) provides notice of any Event of
Default or (vii) is required to be delivered to satisfy any condition precedent
to the effectiveness of this Agreement and/or any Borrowing or other extension
of credit hereunder (all such non-excluded communications being referred to
herein collectively as Communications), by transmitting the Communications in
an electronic/soft medium in a format acceptable to the Administrative Agent to
oploanswebadmin@citigroup.com. The Borrower agrees that the Administrative
Agent may make the Communications available to the Lenders by posting the
Communications on Intralinks (the Platform). The Borrower acknowledges that
(i) the distribution of material through an electronic medium is not
necessarily

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secure and that there are confidentiality and other risks
associated with such distribution, (ii) the Platform is provided as is and
as available, and (iii) neither the Administrative Agent nor any of its
Affiliates warrants the accuracy or completeness of the Communications, or the
adequacy of the Platform and each expressly disclaims liability for errors or
omissions in the Communications or the Platform. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT
IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.

(d) Each Lender agrees that Communications may be made available to such
Lender as provided above, agrees to provide to the Administrative Agent,
promptly after the date of this Agreement, an e-mail address for receipt of
each notice to such Lender that Communications have been posted on the
Platform, and agrees that such notice to such Lender of such posting shall
constitute effective delivery of such Communications to such Lender hereunder.

SECTION 10.02. Waivers; Amendments.

(a) No Deemed Waivers; Remedies Cumulative. No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall
not be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

(b) Amendments. Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the
Borrower and the Administrative Agent, with the consent of the Required
Lenders; provided that, in addition to the foregoing, no such agreement shall



| |                                                                                      
| | -------------------------------------------------------------------------------------
| | (i) increase any Commitment of any Lender without the written
consent of such Lender,



| |                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby,

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| |                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) postpone the scheduled date of payment of the principal
amount of any Loan, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender affected thereby,



| |                                                                                 
| | --------------------------------------------------------------------------------
| | (iv) change Section 3.04 without the consent of each Lender
affected thereby, or



| |                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) change any of the provisions of this Section or the percentage
in the definition of the term Required Lenders or any other provision
hereof specifying the number or percentage of Lenders required to waive,
amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender.

Anything in this Agreement to the contrary notwithstanding, no waiver or
modification of any provision of this Agreement that has the effect (either
immediately or at some later time) of enabling the Borrower to satisfy a
condition precedent to the making of a Loan of any Class shall be effective
against the Lenders of such Class for purposes of the Commitments of such Class
unless the Required Lenders of such Class shall have concurred with such waiver
or modification, and no waiver or modification of any provision of this
Agreement, that could reasonably be expected to adversely affect the Lenders of
any Class in a manner that does not affect all Classes equally shall be
effective against the Lenders of such Class unless the Required Lenders of such
Class shall have concurred with such waiver or modification.

SECTION 10.03. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable
documented out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made
hereunder, including in connection with any workout, restructuring or
negotiations in respect thereof and (iii) all transfer, stamp, documentary or
other similar taxes, assessments or charges levied by any governmental or
revenue authority in respect of this Agreement or any other document referred
to herein.

(b) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and each Related Party of any of the
foregoing Persons (each such Person being called an Indemnitee) against, and
hold each Indemnitee harmless from, any and all losses (other than lost
profits, claims, damages, liabilities and related out-of-pocket expenses,
including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated

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hereby, the performance
by the parties hereto of their respective obligations hereunder or the
consummation of any of the transactions contemplated hereby, (ii) any Loan or
the use of the proceeds therefrom or (iii) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee.

(c) Reimbursement by Lenders. To the extent that the Borrower fails to
pay any amount required to be paid by it to the Administrative Agent under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to
the Administrative Agent such Lenders Applicable Percentage (determined as of
the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.

(d) Waiver of Consequential Damages, Etc. To the extent permitted by
applicable law, the Borrower shall not assert, and the Borrower hereby waives,
any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, the transactions
contemplated hereby, any Loan or the use of the proceeds thereof.

(e) Payments. All amounts due under this Section shall be payable
promptly after written demand therefor.

SECTION 10.04. Successors and Assigns.

(a) Assignments Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans at the time owing
to it); provided that



| |                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) except in the case of an assignment to a Lender or an Affiliate
(or Approved Fund) of a Lender, each of the Borrower and the
Administrative Agent must give its prior written consent to such
assignment (which consent shall not be unreasonably withheld),

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) except in the case of an assignment to a Lender or an
Affiliate (or Approved Fund) of a Lender or an assignment of the entire
remaining amount of the assigning Lenders Commitment(s), the amount of
the Commitment(s) of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to
such assignment is delivered to the Administrative Agent) shall not be
less than $5,000,000 (in the case of the Revolving Credit Commitments) or
$1,000,000 (in the case of the Term Loan Commitments) unless each of the
Borrower and the Administrative Agent otherwise consent,



| |                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) each partial assignment of rights or obligations with respect
to a particular Class shall be made as an assignment of a proportionate
part of all the assigning Lenders rights and obligations under this
Agreement with respect to such Class,



| |                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, and



| |                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------
| | (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire;

provided further that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default has occurred and is
continuing. Upon acceptance and recording pursuant to paragraph (d) of this
Section, from and after the effective date specified in each Assignment and
Acceptance, the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lenders
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections
2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e)
of this Section.

Notwithstanding anything to the contrary contained herein, any Lender (a
Granting Lender) may grant to a special purpose vehicle (an SPV) of such
Granting Lender, identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to Section 2.01,
provided that (i) nothing herein shall constitute a commitment by any SPV to
make any Loan, (ii) if an SPV elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof, (iii) such grant of
such option shall not relieve the Granting Lender of its obligations hereunder
and (iv) the Borrower may bring any proceeding against either the Granting
Lender or the SPV in order to enforce any rights of the Borrower under this
Agreement. The making of a Loan by an SPV hereunder shall utilize the relevant
Commitment of the

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Granting Lender to the same extent, and as if, such Loan were
made by the Granting Lender. Each party hereto hereby agrees that no SPV shall
be liable for any payment under this Agreement for which a Lender would
otherwise be liable, for so long as, and to the extent, the related Granting
Lender makes such payment. In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPV, it
will not institute against, or join any other person in instituting against,
such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or similar proceedings under the laws of the United States or any
State thereof arising out of any claim against such SPV under this Agreement.
In addition, notwithstanding anything to the contrary contained in this
Section, any SPV may with notice to, but without the prior written consent of,
the Borrower or the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to its
Granting Lender or to any financial institutions (consented to by the
Borrower and the Administrative Agent) providing liquidity and/or credit
support (if any) with respect to commercial paper issued by such SPV to fund
such Loans and such SPV may disclose, on a confidential basis, confidential
information with respect to the Borrower and its Subsidiaries to any rating
agency, commercial paper dealer or provider of a surety, guarantee or credit
liquidity enhancement to such SPV. This paragraph may not be amended without
the consent of any SPV at the time holding Loans under this Agreement.

(c) Maintenance of Register by the Administrative Agent. The
Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices in New York City a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amount of
the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the Register). The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

(d) Effectiveness of Assignments. Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Lender and an assignee, the
assignees completed Administrative Questionnaire (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall
accept such Assignment and Acceptance and record the information contained
therein in the Register. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph.

(e) Participations. Any Lender may, without the consent of the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a Participant) in all or a portion of such Lenders rights and
obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (i) such Lenders obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely

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responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lenders rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
10.02(b) that affects such Participant. Subject to paragraph (f) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.

(f) Limitations on Rights of Participants. A Participant shall not be
entitled to receive any greater payment under Section 2.14 or 2.16 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrowers prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.16 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.16(h) as though it were a
Lender.

(g) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any such pledge or assignment to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such assignee for such Lender as a party hereto.

(h) No Assignments to the Borrower or Affiliates. Anything in this
Section to the contrary notwithstanding, no Lender may assign or participate
any interest in any Loan held by it hereunder to the Borrower or any of its
Affiliates or Subsidiaries without the prior consent of each Lender.

SECTION 10.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16, 3.03 and 10.03 and Article IX shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the

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repayment of the Loans and the
Commitments or the termination of this Agreement or any provision hereof.

SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract between and among the parties relating to
the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 5.01, this Agreement shall become effective when it
shall have
been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a
signature page to this Agreement by telecopy shall be effective as delivery of
a manually executed counterpart of this Agreement.

SECTION 10.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

SECTION 10.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender (and each Affiliate of each Lender) is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender or any of its Affiliates to or
for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender (and each Affiliate of each Lender) under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender (or Affiliate) may have.

SECTION 10.09. Governing Law; Jurisdiction; Service of Process; Etc.

(a) Governing Law. This Agreement shall be construed in accordance with
and governed by the law of the State of New York.

(b) Submission to Jurisdiction. The Borrower hereby agrees that any
suit, action or proceeding with respect to this Agreement or any judgment
entered by any court in respect thereof may be brought in the United States
District Court for the Southern District of New York, in the Supreme Court of
the State of New York sitting in New York County (including its Appellate
Division), or in any other appellate court in the State of New York, as the
party commencing such suit, action or proceeding may elect in its sole
discretion; and the Borrower hereby irrevocably submits to the jurisdiction of
such courts for the purpose of any such suit,

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- 72 -

action, proceeding or judgment.
The Borrower further submits, for the purpose of any such suit, action,
proceeding or judgment brought or rendered against it, to the appropriate
courts of the jurisdiction of its domicile.

(c) Process Agent. The Borrower hereby agrees that service of all writs,
process and summonses in any such suit, action or proceeding brought in the
State of New York may be made upon CT Corporation, presently located at 111
Eighth Avenue, New York, New York 10011 (the Process Agent), and the Borrower
hereby confirms and agrees that the Process
Agent has been duly and irrevocably appointed as its agent and true and
lawful attorney-in-fact in its name, place and stead to accept such service of
any and all such writs, process and summonses, and agrees that the failure of
the Process Agent to give any notice of any such service of process to the
Borrower shall not impair or affect the validity of such service or of any
judgment based thereon. The Borrower hereby further irrevocably consents to
the service of process in any suit, action or proceeding in such courts by the
mailing thereof by the Administrative Agent or any Lender by registered or
certified mail, postage prepaid, at its address set forth herein.

(d) Other Service. Nothing herein shall in any way be deemed to limit
the ability of the Administrative Agent or any Lender to serve any such writs,
process or summonses in any other manner permitted by applicable law or to
obtain jurisdiction over the Borrower in such other jurisdictions, and in such
manner, as may be permitted by applicable law.

(e) Waiver of Venue. The Borrower hereby irrevocably waives any
objection that it may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this Agreement brought
in the Supreme Court of the State of New York, County of New York or in the
United States District Court for the Southern District of New York, and hereby
further irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 10.11. Waiver of Immunity. To the extent that the Borrower may
be or become entitled, in any jurisdiction in which judicial proceedings may at
any time be commenced with respect to this Agreement, to claim for itself or
its properties or revenues any immunity from suit, court jurisdiction,
attachment prior to judgment, attachment in aid of execution of a judgment,
execution of a judgment or from any other legal process or remedy

Credit Agreement





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- 73 -

relating to
its obligations under this Agreement, and to the extent that in any such
jurisdiction there may be attributed such an immunity (whether or not claimed),
the Borrower hereby irrevocably agrees not to claim and hereby irrevocably
waives such immunity to the fullest extent permitted by the laws of such
jurisdiction.

SECTION 10.12. Currency of Payment. This is an international loan
transaction in which the specification of Dollars and payment in New York City
is of the essence, and the obligations of the Borrower under this Agreement to
make payment to (or for account of) a Lender in Dollars shall not be discharged
or satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any other currency or in another place except to the extent that
such tender or recovery results in the effective receipt by such Lender in New
York City of the full amount of Dollars payable to such Lender under this
Agreement. If for the purpose of obtaining judgment in any court it is
necessary to convert a sum due hereunder in Dollars into another currency (in
this Section called the judgment currency), the rate of exchange that shall
be applied shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase such Dollars at the principal office of
the Administrative Agent in New York City with the judgment currency on the
Business Day next preceding the day on which such judgment is rendered. The
obligation of the Borrower in respect of any such sum due from it to the
Administrative Agent or any Lender hereunder (in this Section called an
Entitled Person) shall, notwithstanding the rate of exchange actually applied
in rendering such judgment, be discharged only to the extent that on the
Business Day following receipt by such Entitled Person of any sum adjudged to
be due hereunder in the judgment currency such Entitled Person may in
accordance with normal banking procedures purchase and transfer Dollars to New
York City with the amount of the judgment currency so adjudged to be due; and
the Borrower hereby, as a separate obligation and notwithstanding any such
judgment, agrees to indemnify such Entitled Person against, and to pay such
Entitled Person on demand, in Dollars, the amount (if any) by which the sum
originally due to such Entitled Person in Dollars hereunder exceeds the amount
of the Dollars so purchased and transferred.

SECTION 10.13. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

SECTION 10.14. Treatment of Certain Information; Confidentiality.

(a) Treatment of Certain Information. The Borrower acknowledges that
from time to time financial advisory, investment banking and other services may
be offered or provided to the Borrower or one or more of its Subsidiaries (in
connection with this Agreement or otherwise) by any Lender or by one or more
subsidiaries or affiliates of such Lender and the Borrower hereby authorizes
each Lender to share any information delivered to such Lender by the Borrower
and its Subsidiaries pursuant to this Agreement, or in connection with the
decision of such Lender to enter into this Agreement, to any such subsidiary or
affiliate, it being understood that any such subsidiary or affiliate receiving
such information shall be bound by the provisions of paragraph (b) of this
Section as if it were a Lender hereunder. Such authorization shall survive the
repayment of the Loans and the Commitments or the termination of this Agreement
or any provision hereof.

Credit Agreement





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- 74 -

(b) Confidentiality. The Administrative Agent and the Lenders agree to
maintain the confidentiality of the Information (as defined below) and agree to
restrict dissemination and to use reasonable precautions to keep such
information confidential in accordance with their customary procedures for
handling confidential information of the same nature in accordance with safe
and sound banking practices, except that Information may be disclosed (other
than to a Disqualified Person) (i) to their and their Affiliates directors,
officers, employees and agents, including accountants, legal counsel and other
advisors who need to know such information for the purpose of administering or
evaluating the Agreement (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (ii) to the
extent requested by any regulatory authority, (iii) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(iv) to any other party to this Agreement, (v) in connection with the exercise
of any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder or thereunder, (vi) subject to
an agreement containing provisions substantially the same as those of this
paragraph, to any assignee of or Participant in, or any prospective assignee of
or Participant in, any of their rights or obligations under this Agreement,
(vii) with the consent of the Borrower or (viii) to the extent such Information
(A) becomes publicly available other than as a result of a breach of this
paragraph or (B) becomes available to the Administrative Agent or any Lender on
a nonconfidential basis from a source other than the Borrower. For the
purposes of this paragraph, Information means all information received from
the Borrower relating to the Borrower or any of its Subsidiaries or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Notwithstanding any
other provision herein, each party hereto (and each partys employees,
representatives or other agents) may disclose to any and all Persons, without
limitation of any kind, the U.S. tax treatment and U.S. tax structure of the
Transactions and all materials of any kind (including opinions or other tax
analyses) that are provided to such party relating to such U.S. tax treatment
and U.S. tax structure.

Credit Agreement





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- 75 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

| |  |                |  |                               
| |  | -------------- |  | ------------------------------
| |  | INTELSAT, LTD.
| |  |                |  |                               
| |  | By:            |  | /s/ Conny Kullman             
| |  |                |  |                               
| |  |                |  | Name: Conny Kullman           
| |  |                |  | Title: Chief Executive Officer

Credit Agreement





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- 76 -

| |  |                                          |  |                      
| |  | ---------------------------------------- |  | ---------------------
| |  | LENDERS                                 
| |  |                                          |  |                      
| |  | CITICORP NORTH AMERICA, INC.,           
| |  | individually and as Administrative Agent
| |  |                                          |  |                      
| |  | By:                                      |  | /s/ Carolyn A. Kee   
| |  |                                          |  |                      
| |  |                                          |  | Name: Carolyn A. Kee 
| |  |                                          |  | Title: Vice President

Credit Agreement





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- 77 -

| |  |             |  |                      
| |  | ----------- |  | ---------------------
| |  | BNP PARIBAS
| |  |             |  |                      
| |  | By:         |  | /s/ Adia M. Kalla    
| |  |             |  |                      
| |  |             |  | Name: Adia M. Kalla  
| |  |             |  | Title: Director      
| |  |             |  |                      
| |  | By:         |  | /s/ Todd Rodgers     
| |  |             |  |                      
| |  |             |  | Name: Todd Rodgers   
| |  |             |  | Title: Vice President

Credit Agreement





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- 78 -

| |  |                                          |  |                          
| |  | ---------------------------------------- |  | -------------------------
| |  | MORGAN STANLEY SENIOR
     FUNDING, INC.
| |  |                                         
| |  | By:                                      |  | /s/ Todd Vannucci        
| |  |                                          |  |                          
| |  |                                          |  | Name: Todd Vannucci      
| |  |                                          |  | Title: Executive Director

Credit Agreement





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- 79 -

| |  |                    |  |                       
| |  | ------------------ |  | ----------------------
| |  | ABN AMRO BANK N.V.
| |  |                    |  |                       
| |  | By:                |  | /s/ David Carrington  
| |  |                    |  |                       
| |  |                    |  | Name: David Carrington
| |  |                    |  | Title: Director       
| |  |                    |  |                       
| |  | By:                |  | /s/ Richard R. Stone  
| |  |                    |  |                       
| |  |                    |  | Name: Richard R. Stone
| |  |                    |  | Title: A.V.P.         

Credit Agreement





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- 80 -

| |  |                                  |  |                         
| |  | -------------------------------- |  | ------------------------
| |  | CREDIT LYONNAIS, NEW YORK BRANCH
| |  |                                  |  |                         
| |  | By:                              |  | /s/ Stephane Ducroizet  
| |  |                                  |  |                         
| |  |                                  |  | Name: Stephane Ducroizet
| |  |                                  |  | Title: Vice President   

Credit Agreement





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- 81 -

| |  |                             |  |                      
| |  | --------------------------- |  | ---------------------
| |  | MIZUHO CORPORATE BANK, LTD.
| |  |                             |  |                      
| |  | By:                         |  | /s/ Mark Gronich     
| |  |                             |  |                      
| |  |                             |  | Name: Mark Gronich   
| |  |                             |  | Title: Vice President

Credit Agreement





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- 82 -

| |  |                               |  |                             
| |  | ----------------------------- |  | ----------------------------
| |  | SUMITOMO MITSUI BANKING CORP.
| |  |                               |  |                             
| |  | By:                           |  | /s/ Robert H. Riley, III    
| |  |                               |  |                             
| |  |                               |  | Name: Robert H. Riley, III  
| |  |                               |  | Title: Senior Vice President

Credit Agreement





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- 83 -

| |  |                           |  |                      
| |  | ------------------------- |  | ---------------------
| |  | LEHMAN BROTHERS BANK, FSB
| |  |                           |  |                      
| |  | By:                       |  | /s/ Gary T. Taylor   
| |  |                           |  |                      
| |  |                           |  | Name: Gary T. Taylor 
| |  |                           |  | Title: Vice President

Credit Agreement





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- 84 -

| |  |                        |  |                      
| |  | ---------------------- |  | ---------------------
| |  | MERRILL LYNCH BANK USA
| |  |                        |  |                      
| |  | By:                    |  | /s/ Louis Alder      
| |  |                        |  |                      
| |  |                        |  | Name: Louis Alder    
| |  |                        |  | Title: Vice President

Credit Agreement





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- 85 -

| |  |                                   |  |                         
| |  | --------------------------------- |  | ------------------------
| |  | SOCIETE GENERALE, NEW YORK BRANCH
| |  |                                   |  |                         
| |  | By:                               |  | /s/ Mark Vigll          
| |  |                                   |  |                         
| |  |                                   |  | Name: Mark Vigll        
| |  |                                   |  | Title: Managing Director

Credit Agreement





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- 86 -

| |  |                      |  |                                                         
| |  | -------------------- |  | --------------------------------------------------------
| |  | UBS LOAN FINANCE LLC
| |  |                      |  |                                                         
| |  | By:                  |  | /s/ Patricia OKioki                                    
| |  |                      |  |                                                         
| |  |                      |  | Name: Patricia OKioki                                  
| |  |                      |  | Title: Director                                         
| |  |                      |  |                                                         
| |  | By:                  |  | /s/ Joseph Fernandes                                    
| |  |                      |  |                                                         
| |  |                      |  | Name: Joseph Fernandes                                  
| |  |                      |  | Title: Associate Director, Banking Products Services, US

Credit Agreement





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- 87 -

| |  |                                                            |  |                                               
| |  | ---------------------------------------------------------- |  | ----------------------------------------------
| |  | BANCO
BILBAO VIZCAYA ARGENTARIA      S.A., NEW
YORK BRANCH
| |  |                                                            |  |                                               
| |  | By:                                                        |  | /s/ Hector O. Villegas                        
| |  |                                                            |  |                                               
| |  |                                                            |  | Name: Hector O. Villegas                      
| |  |                                                            |  | Title: Vice President Global Corporate Banking
| |  |                                                            |  |                                               
| |  | By:                                                        |  | /s/ Santiago Hernandez                        
| |  |                                                            |  |                                               
| |  |                                                            |  | Name: Santiago Hernandez                      
| |  |                                                            |  | Title: Vice President Global Corporate Banking

Credit Agreement





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- 88 -

| |  |                           |  |                                         
| |  | ------------------------- |  | ----------------------------------------
| |  | EXPORT DEVELOPMENT CANADA
| |  |                           |  |                                         
| |  | By:                       |  | /s/ Joanne Tognarelli                   
| |  |                           |  |                                         
| |  |                           |  | Name: Joanne Tognarelli                 
| |  |                           |  | Title: Financial Services Manager       
| |  |                           |  |                                         
| |  | By:                       |  | /s/ Carl Burlock                        
| |  |                           |  |                                         
| |  |                           |  | Name: Carl Burlock                      
| |  |                           |  | Title: Senior Financial Services Manager

Credit Agreement





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- 89 -

| |  |                                                      |  |                    
| |  | ---------------------------------------------------- |  | -------------------
| |  | THE GOVERNOR AND COMPANY OF THE
     BANK OF IRELAND
| |  |                                                      |  |                    
| |  | By:                                                  |  | /s/ Gareth Magee   
| |  |                                                      |  |                    
| |  |                                                      |  | Name: Garreth Magee
| |  |                                                      |  | Title: Manager     
| |  |                                                      |  |                    
| |  | By:                                                  |  | /s/ Iain Donovan   
| |  |                                                      |  |                    
| |  |                                                      |  | Name: Iain Donovan 
| |  |                                                      |  | Title: Manager     

Credit Agreement





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- 90 -

| |  |                              |  |                        
| |  | ---------------------------- |  | -----------------------
| |  | KEYBANK NATIONAL ASSOCIATION
| |  |                              |  |                        
| |  | By:                          |  | /s/ Robert W. Boswell  
| |  |                              |  |                        
| |  |                              |  | Name: Robert W. Boswell
| |  |                              |  | Title: Vice President  

Credit Agreement





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- 91 -

| |  |                                   |  |                                            
| |  | --------------------------------- |  | -------------------------------------------
| |  | UFJ BANK LIMITED, NEW YORK BRANCH
| |  |                                   |  |                                            
| |  | By:                               |  | /s/ Stephen C. Small                       
| |  |                                   |  |                                            
| |  |                                   |  | Name: Stephen C. Small                     
| |  |                                   |  | Title: Senior Vice President & Area Manager

Credit Agreement





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- 92 -

| |  |                 |  |                          
| |  | --------------- |  | -------------------------
| |  | RIGGS BANK N.A.
| |  |                 |  |                          
| |  | By:             |  | /s/ Douglas H. Klamfoth  
| |  |                 |  |                          
| |  |                 |  | Name: Douglas H. Klamfoth
| |  |                 |  | Title: Vice President    





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SCHEDULE I

Commitments

|                                                      |  |                  |             |                      |  |   |             | 
|----------------------------------------------------- |  | ---------------- | ----------- | -------------------- |  | - | ----------- | 
|                                                      |  | Revolving Credit |             |                      |  |  
|Name of Lender                                        |  | Commitment       |             | Term Loan Commitment
|                                                      |  |                  |             |                     
|CITICORP NORTH AMERICA, INC.                          |  | $                | 32,000,000  |                      |  | $ | 32,000,000  | 
|BNP PARIBAS                                           |  | $                | 32,000,000  |                      |  | $ | 32,000,000  | 
|MORGAN STANLEY SENIOR FUNDING, INC.                   |  | $                | 32,000,000  |                      |  | $ | 32,000,000  | 
|ABN AMRO BANK N.V.                                    |  | $                | 32,000,000  |                      |  | $ | 32,000,000  | 
|CREDIT LYONNAIS, NEW YORK BRANCH                      |  | $                | 32,000,000  |                      |  | $ | 32,000,000  | 
|MIZUHO CORPORATE BANK, LTD.                           |  | $                | 32,000,000  |                      |  | $ | 32,000,000  | 
|SUMITOMO MITSUI BANKING CORP.                         |  | $                | 32,000,000  |                      |  | $ | 32,000,000  | 
|LEHMAN BROTHERS BANK, FSB                             |  | $                | 25,000,000  |                      |  | $ | 25,000,000  | 
|MERRILL LYNCH BANK USA                                |  | $                | 25,000,000  |                      |  | $ | 25,000,000  | 
|SOCIETE GENERALE, NEW YORK BRANCH                     |  | $                | 25,000,000  |                      |  | $ | 25,000,000  | 
|UBS LOAN FINANCE LLC                                  |  | $                | 25,000,000  |                      |  | $ | 25,000,000  | 
|BANCO BILBAO VIZCAYA ARGENTARIA
S.A., NEW YORK BRANCH |  | $                | 13,500,000  |                      |  | $ | 13,500,000  | 
|EXPORT DEVELOPMENT CANADA                             |  | $                | 13,500,000  |                      |  | $ | 13,500,000  | 
|THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND       |  | $                | 13,500,000  |                      |  | $ | 13,500,000  | 
|KEYBANK NATIONAL ASSOCIATION                          |  | $                | 13,500,000  |                      |  | $ | 13,500,000  | 
|UFJ BANK LIMITED, NEW YORK BRANCH                     |  | $                | 13,500,000  |                      |  | $ | 13,500,000  | 
|RIGGS BANK N.A.                                       |  | $                | 8,500,000   |                      |  | $ | 8,500,000   | 
|Total Commitments                                     |  | $                | 400,000,000 |                      |  | $ | 400,000,000 | 
|                                                      |  |                  |             |                      |  |   |             | 

Schedule I to Credit Agreement





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SCHEDULE II

Material Agreements and Liens

Part A  Material Agreements

$200,000,000 Dragon Bond 6.625% Notes due March 22, 2004

$200,000,000 Eurobond 8.375% Notes due October 14, 2004

$200,000,000 Eurobond 8.125% Notes due February 28, 2005

$400,000,000 5.25% Senior Notes due November 1, 2008

$600,000,000 7.625% Senior Notes due April 15, 2012

$700,000,000 6.50% Senior Notes due November 1, 2013

Indenture, dated as of April 1, 2002, between Intelsat, Ltd. and The Bank of
New York, as Trustee

Fiscal Agency Agreement between the International Telecommunications Satellite
Organization and Deutsche Bank AG (formerly Bankers Trust Company), relating to
6.625% Notes due March 2004

Fiscal Agency Agreement between the International Telecommunications Satellite
Organization and Citibank, N.A. (formerly Morgan Guaranty Trust Company of New
York), relating to 8.375% Notes due October 2004

Fiscal Agency Agreement between the International Telecommunications Satellite
Organization and Citibank, N.A. (formerly Morgan Guaranty Trust Company of New
York), relating to 8.125% Notes due February 2005

Assignment, Assumption and Amendment Agreement, dated as of July 18, 2001,
among the International Telecommunications Satellite Organization, Intelsat,
Ltd. and Citibank, N.A., relating to the assignment to and assumption by
Intelsat, Ltd. upon privatization of the rights and obligations of the
International Telecommunications Satellite Organization in connection with the
8.375% Notes due October 2004 and the 8.125% Notes due February 2005

Assignment, Assumption and Amendment Agreement, dated as of July 18, 2001,
among the International Telecommunications Satellite Organization, Intelsat,
Ltd. and Deutsche Bank AG, relating to the assignment to and assumption by
Intelsat, Ltd. upon privatization of the rights and obligations of the
International Telecommunications Satellite Organization in connection with the
6.625% Notes due March 2004

Asset Purchase Agreement, dated as of July 15, 2003, as amended, by and among
Intelsat, Ltd.,

Schedule II to Credit Agreement





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##### 



- 2 -

Intelsat (Bermuda), Ltd., Loral Space & Communications Corporation, Loral
SpaceCom Corporation and Loral Satellite, Inc. (the Loral Asset Purchase
Agreement), in which Intelsat, Ltd. guarantees certain obligations of its
subsidiaries under the agreement

Asset Purchase Agreement, dated as of March 15, 2002, as amended, among COMSAT
Corporation, COMSAT Digital Teleport, Inc. and Intelsat (Bermuda), Ltd. (the
COMSAT Asset Purchase Agreement), which requires a parent guarantee of the
obligations of Intelsat (Bermuda), Ltd.

Guarantee entered into as of March 15, 2002 by Intelsat, Ltd. in favor of
COMSAT Corporation and COMSAT Digital Teleport, Inc. in connection with the
COMSAT Asset Purchase Agreement

$20,000,000 7% Note payable issued to Lockheed Martin Corporation in connection
with the COMSAT Asset Purchase Agreement, payable in annual installments of
$5,000,000 beginning January 1, 2007

$500,000,000 3-Year Credit Agreement, dated as of March 21, 2002, among
Intelsat, Ltd., various banks and Citibank, N.A., as Agent

Agreement No. INTEL-L1632 between Intelsat LLC and The Government of India
Department of Space for Lease of Planned Space Segment Capacity on INSAT 2E
Spacecraft, as amended by Amendments 1 through 5, for which the capitalized
amount of Attributable Debt thereof was $41,583,677.99 as of November 30, 2003

Guarantee entered into as of February 20, 2003 by Intelsat (Bermuda), Ltd. in
favor of TVB Satellite TV Holdings, Ltd., in connection with Intelsat Hong Kong
LLCs obligation to make contributions to Galaxy Satellite TV Holdings Limited

Guaranty entered into November 12, 2003 by Intelsat, Ltd. in favor of Viacom
Inc. and CBS Broadcasting Inc. (CBS) in connection with any refund that may
become due and payable to CBS under the Transponder Service Agreement, dated as
of May 21, 1999, as amended, between CBS and Loral SpaceCom Corporation, which
agreement will be assigned to Intelsat USA Sales Corp. in connection with the
closing of the transactions contemplated by the Loral Asset Purchase Agreement

Supplemental Stockholders Agreement, dated January 31, 2003, between Liberty
Satellite & Technology, Inc. (LSAT) and Intelsat USA Sales Corp. (Intelsat
USA), under which Intelsat USA agreed to assume its pro rata share (or 50%) of
the rights and obligations of LSAT under a letter agreement entered into in
November 2002 in which LSAT granted KPCB Holdings, Inc. (KPCB) the option to
sell to LSAT or its designee for an aggregate of $10 million shares of capital
stock and warrants to purchase shares of capital stock of WildBlue
Communications, Inc.

Guarantee, dated June 3, 2003, as amended, between Intelsat, Ltd. and the
Boeing Company, pursuant to which Intelsat, Ltd. guarantees to the Boeing
Company the performance of Intelsat USA Sales Corp., Intelsat USA License Corp.
and Intelsat Government Solutions Corporation

Schedule II to Credit Agreement





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##### 



- 3 -

under their service agreements or service contracts with the Boeing Company

Guaranty, dated February 13, 2003, made by Intelsat, Ltd. in favor of Citigroup
Inc. for the punctual payment when due of all obligations of Intelsat Australia
Pty Ltd., Intelsat Global Sales & Marketing Ltd., and Intelsat Brasil Ltda. to
Citigroup in an amount up to $15,438,360 as listed in Schedule A of the
Guaranty

Part B  Liens

Share Purchase Agreement, dated as of August 21, 2002, between Teleglobe Inc.
and Intelsat Global Sales & Marketing Ltd. (the Teleglobe Share Purchase
Agreement), under which Intelsat Global Sales & Marketing Ltd. purchased
6,284,635 ordinary shares of Intelsat, Ltd. that are currently held in escrow
with Ernst & Young serving as trustee

Escrow Agreement, dated as of September 20, 2002, among Teleglobe Inc.,
Intelsat Global Sales & Marketing Ltd. and Ernst & Young Inc., entered into in
connection with the Teleglobe Share Purchase Agreement

Transponder Purchase Agreement, dated September 12, 2000, between the
International Telecommunications Satellite Organization and Telenor Satellite
Services AS, as amended by the Amendment Agreement to Transponder Purchase
Agreement, dated April 2, 2003, among Intelsat LLC, Telenor Satellite Services
AS and Telenor Inma AS

Schedule II to Credit Agreement





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##### 



SCHEDULE III

Restrictive Agreements

$200,000,000 Dragon Bond 6.625% Notes due March 22, 2004

$200,000,000 Eurobond 8.375% Notes due October 14, 2004

$200,000,000 Eurobond 8.125% Notes due February 28, 2005

$400,000,000 5.25% Senior Notes due November 1, 2008

$600,000,000 7.625% Senior Notes due April 15, 2012

$700,000,000 6.50% Senior Notes due November 1, 2013

Indenture, dated as of April 1, 2002, between Intelsat, Ltd. and The Bank of
New York, as Trustee

Fiscal Agency Agreement between the International Telecommunications
Satellite Organization and Deutsche Bank AG (formerly Bankers Trust
Company), relating to 6.625% Notes due March 2004

Fiscal Agency Agreement between the International Telecommunications
Satellite Organization and Citibank, N.A. (formerly Morgan Guaranty Trust
Company of New York), relating to 8.375% Notes due October 2004

Fiscal Agency Agreement between the International Telecommunications
Satellite Organization and Citibank, N.A. (formerly Morgan Guaranty Trust
Company of New York), relating to 8.125% Notes due February 2005

Assignment, Assumption and Amendment Agreement, dated as of July 18, 2001,
among the International Telecommunications Satellite Organization, Intelsat,
Ltd. and Citibank, N.A., relating to the assignment to and assumption by
Intelsat, Ltd. upon privatization of the rights and obligations of the
International Telecommunications Satellite Organization in connection with
the 8.375% Notes due October 2004 and the 8.125% Notes due February 2005

Assignment, Assumption and Amendment Agreement, dated as of July 18, 2001,
among the International Telecommunications Satellite Organization, Intelsat,
Ltd. and Deutsche Bank AG, relating to the assignment to and assumption by
Intelsat, Ltd. upon privatization of the rights and obligations of the
International Telecommunications Satellite Organization in connection with
the 6.625% Notes due March 2004

$500,000,000 3-Year Credit Agreement among Intelsat, Ltd., Various banks,
and Citibank, N.A., as Agent dated as of March 21, 2002

Schedule III to Credit Agreement





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##### 



SCHEDULE IV

Litigation

Actions and proceedings before the U.S. Bankruptcy Court, Southern District of
New York, relating to the filing by the Sellers and certain of their affiliates
for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the
U.S. Bankruptcy Court, Southern District of New York.

Schedule IV to Credit Agreement





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##### 



SCHEDULE V

Environmental Matters

None.

Schedule V to Credit Agreement





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##### 



SCHEDULE VI

Subsidiaries and Investments

Part A  Subsidiaries

|                                            |  |                   |  |                                                |  |                     
|------------------------------------------- |  | ----------------- |  | ---------------------------------------------- |  | --------------------
|                                            |  | JURISDICTION      |  |                                                |  | NATURE OF           
|NAME                                        |  | OF ORGANIZATION   |  | OWNERSHIP                                      |  | OWNERSHIP           
|1. Intelsat (Bermuda), Ltd.                 |  | Bermuda           |  | 100% Intelsat, Ltd.                            |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|2. Intelsat Holdings LLC                    |  | Delaware          |  | 100% Intelsat (Bermuda), Ltd.                  |  | Membership Interests
|                                            |  |                   |  |                                                |  |                     
|3. Intelsat LLC                             |  | Delaware          |  | 100% Intelsat Holdings LLC                     |  | Membership Interests
|                                            |  |                   |  |                                                |  |                     
|4. Intelsat Brasil Ltda.                    |  | Brazil            |  | 99.999% Intelsat
LLC
0.0001% Intelsat, Ltd.    |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|5. Intelsat Global
Service Corporation      |  | Delaware          |  | 100% Intelsat (Bermuda), Ltd.                  |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|6. Intelsat Global
Sales & Marketing
Ltd.   |  | England and Wales |  | 100% Intelsat (Bermuda), Ltd.                  |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|7. Intelsat France SAS                      |  | France            |  | 100% Intelsat Global
Sales &
Marketing Ltd.    |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|8. Intelsat Marketing
India Private
Limited |  | India             |  | 100% Intelsat Global
Sales &
Marketing Ltd.    |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|9. Intelsat Norway AS                       |  | Norway            |  | 100% Intelsat Global
Sales &
Marketing Ltd.    |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|10. Intelsat Germany GmbH                   |  | Germany           |  | 100% Intelsat Global
Sales &
Marketing Ltd.    |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|11. Intelsat Singapore
Pte. Ltd.            |  | Singapore         |  | 100% Intelsat (Bermuda), Ltd.                  |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|12. Intelsat Australia
Pty Ltd              |  | Australia         |  | 100% Intelsat Singapore Pte. Ltd.              |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|13. Intelsat China (Hong
Kong) Limited      |  | Hong Kong         |  | 99% Intelsat
(Bermuda), Ltd.
1% Intelsat, Ltd. |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|14. Intelsat South
Africa (Pty) Ltd         |  | South Africa      |  | 100% Intelsat (Bermuda), Ltd.                  |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|15. Mountainside
Teleport Corporation       |  | Delaware          |  | 100% Intelsat Global Service
Corporation       |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|16. Intelsat USA License
Corp.              |  | Delaware          |  | 100% Intelsat USA Sales Corp.                  |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|17. Intelsat USA Sales
Corp.                |  | Delaware          |  | 100% Intelsat Global
Sales &
Marketing Ltd.    |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|18. Intelsat
Kommunikations GmbH            |  | Germany           |  | 100% Intelsat Global Service
Corporation       |  | Stock               
|                                            |  |                   |  |                                                |  |                     
|19. Riverside Teleport                      |  | Delaware          |  | 100% Intelsat Global Service                   |  | Stock               

Schedule VI to Credit Agreement





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##### 



- 2 -

|                                              |  |           |  |                                                                                                                                                                      |  |                     
|--------------------------------------------- |  | --------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------
|Corporation                                   |  |           |  | Corporation                                                                                                                                                          |  |                     
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|20. Intelsat Venezuela
C.A                    |  | Venezuela |  | 100% Intelsat Global
Sales &
Marketing Ltd.                                                                                                                          |  | Stock               
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|21. Intelsat Peru S.A.                        |  | Peru      |  | 99.81% Intelsat
Global Sales &
Marketing Ltd.
0.19% Intelsat (Bermuda), Ltd.                                                                                         |  | Stock               
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|22. Intelsat Video
Services Corporation       |  | Delaware  |  | 100% Intelsat Global Sales &
Marketing Ltd.                                                                                                                          |  | Stock               
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|23. Intelsat de Colombia
S.A.                 |  | Colombia  |  | 94.9% Intelsat Global Sales &
Marketing Ltd.
5.04% Intelsat (Bermuda), Ltd.
0.02% Intelsat LLC
0.02% Intelsat Holdings LLC
0.02% Intelsat Global Service
Corporation |  | Stock               
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|24. Intelsat Government
Solutions
Corporation |  | Delaware  |  | 100% Intelsat USA Sales Corp.                                                                                                                                        |  | Stock               
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|25. Intelsat Hong Kong
LLC                    |  | Delaware  |  | 100% Intelsat Holdings LLC                                                                                                                                           |  | Membership Interests
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|26. Intelsat North
America LLC                |  | Delaware  |  | 100% Intelsat LLC                                                                                                                                                    |  | Membership Interests
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|27. Galaxy Satellite TV
Holdings, Ltd.        |  | Hong Kong |  | 51% Intelsat Hong
Kong LLC
49% TVB Satellite TV Holdings,
Ltd.                                                                                                       |  | Stock               
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|28. Galaxy Satellite
Broadcasting, Ltd.       |  | Hong Kong |  | 100% Galaxy Satellite TV
Holdings, Ltd.                                                                                                                              |  | Stock               
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|Part B  Investments                          |  |           |  |                                                                                                                                                                      |  |                     
|                                              |  |           |  |                                                                                                                                                                      |  |                     
|WildBlue
Communications, Inc.                 |  | Delaware  |  | 29% Intelsat USA Sales Corp.                                                                                                                                         |  | Stock               

Schedule VI to Credit Agreement





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##### 



SCHEDULE VII

Space Station Orders, Authorizations and Licenses

INTELSAT 601

INTELSAT LLC; For Authority to Operate, and to Further Construct, Launch, and
Operate C-band and Ku-band Satellites that Form a Global Communications System
in Geostationary Orbit, Memorandum Opinion Order and Authorization, 15 FCC Rcd
15460 (2000) (Original Licensing Order)

Stamp Grant authorizing Amendment to Modification (filed 10/15/02) to relocate
INTELSAT 601 from 33.0oE to 64.25oE rather than 32.9oE, dated 12/31/02

INTELSAT 602

Original Licensing Order

Stamp Grant authorizing Amendment (filed 08/22/03) to relocate INTELSAT 602
from 32.9°E to 50.5°E, dated 11/05/03

INTELSAT 603

Original Licensing Order

Stamp Grant authorizing Further Amendment to Modification (filed 08/22/02) to
relocate INTELSAT 603 from 20oW to 19.95oW, dated 12/12/02

INTELSAT 604

Original Licensing Order

Stamp Grant authorizing Modification (filed 12/21/01) to relocate INTELSAT 604
from 60.0 oE to 157oE, dated 05/15/02

INTELSAT 605

Original Licensing Order

Stamp Grant authorizing Modification (filed 01/31/03) to relocate INTELSAT 605
from 27.5oW to 32.9oE, dated 04/22/03

INTELSAT 701

Original Licensing Order

Schedule VII to Credit Agreement





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##### 



- 2 -

INTELSAT 702

Original Licensing Order

Stamp Grant authorizing Special Temporary Authority from 11/13/03 to 12/13/03
to drift INTELSAT 702 from 55.0oE to 54.85oE and conduct traffic transfer,
dated 11/13/03

Application for Extension of Special Temporary Authority (filed 12/08/03) until
01/12/04 to conduct traffic transfer from INTELSAT 702 at 54.85oE [PENDING]

INTELSAT 704

Original Licensing Order

INTELSAT 705

Original Licensing Order

Stamp Grant authorizing Modification (filed 04/18/02) to relocate INTELSAT 705
from 53oW to 50oW, dated 08/08/02

INTELSAT 706

Original Licensing Order

INTELSAT 707

Original Licensing Order

INTELSAT 709

Original Licensing Order

Order and Authorization to relocate INTELSAT 709 satellite from 55.35°W to
85.15°E, released 08/12/03; See INTELSAT LLC Modification of Authorization to
Operate, and to Further Construct, Launch and Operate C-band and Ku-band
Satellites that Form a Global Communications System in Geostationary Satellite
Orbit, Order and Authorization, 18 FCC Rcd 16414 (2003)

INTELSAT 801

Original Licensing Order

Schedule VII to Credit Agreement





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##### 



- 3 -

INTELSAT 802

Original Licensing Order

INTELSAT 804

Stamp Grant authorizing Modification (filed 08/16/02) to relocate INTELSAT 804
to 176.0oE from 64.15oE, dated 10/04/02

INTELSAT 805

Original Licensing Order

INTELSAT 901

Original Licensing Order

Order and Authorization granting continued operation of INTELSAT 901 at
342.0oE, released 09/04/01; See Intelsat LLC Application to Modify
Authorizations to Operate, and to Further Construct, Launch, and Operate C-band
and Ku-band Satellites that Form a Global Communications System in
Geostationary Orbit,Order and Authorization, 16 FCC Rcd 16208 (2001)

INTELSAT 902

Original Licensing Order

Order and Authorization granting deployment of INTELSAT 902 at 62.0oE, released
09/04/01; See Intelsat LLC Application to Modify Authorizations to Operate, and
to Further Construct, Launch, and Operate C-band and Ku-band Satellites that
Form a Global Communications System in Geostationary Orbit,Order and
Authorization, 16 FCC Rcd 16208 (2001)

INTELSAT 903

Original Licensing Order

Stamp Grant authorizing Modification (filed 12/21/01) to move INTELSAT 903 to
34.5oW, rather than at 24.5oW, dated 03/22/02

INTELSAT 904

Original Licensing Order

Stamp Grant authorizing Modification (filed 12/21/01) to deploy INTELSAT 904 at
60.0oE, rather than at 34.5oW, dated 03/22/02

Schedule VII to Credit Agreement





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- 4 -

INTELSAT 905

Original Licensing Order

Stamp Grant authorizing Modification (filed 03/15/02) to relocate INTELSAT 905
from 27.5oW to 24.5oW, dated 05/15/02

INTELSAT 906

Original Licensing Order

Stamp Grant authorizing Modification (filed 08/06/02) to deploy INTELSAT 906 to
64.15oE, rather than 27.5oW, dated 10/04/02

INTELSAT 907

Original Licensing Order

Stamp Grant authorizing Modification to deploy INTELSAT 907 to 27.5oW, rather
than 31.5oW, dated 12/31/02

INTELSAT 10-02

Original Licensing Order

Modification to request extension of the construction completion and launch
milestone dates, filed 07-23-03. [PENDING]

Schedule VII to Credit Agreement





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##### 



SCHEDULE VIII

Owned Satellites

|                    |  |                  |        |                     |  |              |    |  |  |  |    |    
|------------------- |  | ---------------- | ------ | ------------------- |  | ------------ | -- |  |  |  | -- | ---
|                    |  |                  |        |                     |  | Transponders
|                    |  | Orbital Location |        | (36 MHz equivalent)
|Satellite           |  | (East Longitude) |        | C-band              |  | Ku-band     
|                    |  |                  |        |                     |  |             
|Geostationary Orbit |  |                  |        |                     |  |              |    |  |  |  |    |    
|601                 |  |                  | 64.0°  |                     |  |              | 64 |  |  |  | 24 |    
|605                 |  |                  | 33.0°  |                     |  |              | 64 |  |  |  | 24 |    
|701                 |  |                  | 180.0° |                     |  |              | 42 |  |  |  | 20 |    
|702                 |  |                  | 54.85° | (1)(2)              |  |              | 42 |  |  |  | 20 |    
|704                 |  |                  | 66.0°  |                     |  |              | 42 |  |  |  | 20 |    
|705                 |  |                  | 310.0° |                     |  |              | 42 |  |  |  | 20 |    
|706                 |  |                  | 307.0° |                     |  |              | 42 |  |  |  | 28 |    
|707                 |  |                  | 359.0° |                     |  |              | 42 |  |  |  | 28 |    
|709                 |  |                  | 85.0°  |                     |  |              | 42 |  |  |  | 20 |    
|801                 |  |                  | 328.5° |                     |  |              | 64 |  |  |  | 12 |    
|802                 |  |                  | 174.0° |                     |  |              | 64 |  |  |  | 12 |    
|804                 |  |                  | 176.0° |                     |  |              | 64 |  |  |  | 12 |    
|805                 |  |                  | 304.5° |                     |  |              | 36 |  |  |  | 6  |    
|901                 |  |                  | 342.0° |                     |  |              | 72 |  |  |  | 22 |    
|902                 |  |                  | 62.0°  |                     |  |              | 76 |  |  |  | 22 |    
|903                 |  |                  | 325.5° |                     |  |              | 76 |  |  |  | 22 |    
|904                 |  |                  | 60.0°  |                     |  |              | 76 |  |  |  | 22 |    
|905                 |  |                  | 335.5° |                     |  |              | 76 |  |  |  | 22 |    
|906                 |  |                  | 64.0°  |                     |  |              | 72 |  |  |  | 22 |    
|907                 |  |                  | 332.5° |                     |  |              | 76 |  |  |  | 22 |    
|Inclined Orbit      |  |                  |        |                     |  |              |    |  |  |  |    |    
|602                 |  |                  | 50.5°  | (1)                 |  |              | 64 |  |  |  | 24 |    
|603                 |  |                  | 340.0° |                     |  |              | 64 |  |  |  | 24 |    
|604                 |  |                  | 157.0° |                     |  |              | 64 |  |  |  | 24 |    
|Under Construction  |  |                  |        |                     |  |              |    |  |  |  |    |    
|10-02               |  |                  | n/a    |                     |  |              | 70 |  |  |  | 36 | (3)

(1)  The ITU filings required to operate a satellite at this orbital
location are not held by the United States.

(2)  Intelsats current authorization to operate at this orbital
location is temporary and limited to the carriage of the former INSAT-2D
traffic. Request for authorization to operate on a permanent basis at
this orbital location is currently pending.

(3)  18 of these 36 transponders will be sold to Telenor Satellite
Services AS after the successful launch and in-orbit testing of the
10-02 satellite.

Schedule VIII to Credit Agreement





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##### 



SCHEDULE IX

Address for Notices

The Borrower:



| |  |  | Intelsat, Ltd.
North Tower, 2nd Floor
90 Pitts Bay Road
Pembroke HM08
Bermuda
Attn: Chief Executive Officer
Tel: 441-294-1650
Fax: 441-292-8300
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------

with a copy to:



| |  |  | Intelsat Global Service Corporation
3400 International Drive N.W.
Washington, D.C. 20008-2098
Attn: Treasurer
Tel: 202-944-7186
Fax: 202-944-8282
E-Mail: gerald.bonney@intelsat.com
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Administrative Agent:



| |  |  | Citicorp North America, Inc.
Two Penns Way, 2nd Floor
New Castle, Delaware 19720
Attn: Lisa Rodriguez
Tel: 302-894-6070
Fax: 212-994-0961
E-Mail: lisa.m1.rodriguez@citigroup.com
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Schedule IX to Credit Agreement





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##### 



- 2 -

The Lenders:



| |  |  | Citicorp North America, Inc.
Two Penns Way, 2nd Floor
New Castle, Delaware 19720
Attn: Lisa Rodriguez
Tel: 302-894-6070
Fax: 212-994-0961
E-Mail: lisa.m1.rodriguez@citigroup.com
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | BNP Paribas
919 Third Avenue
Third Floor
New York, NY 10022
Attn: Zira T. McClure
Tel: 212-471-6652
Fax: 212-471-6603
E-Mail: zira.mcclure@americas.bnp.paribas.com              
|
| |  |  | Morgan Stanley Senior Funding, Inc.
1633 Broadway
New York, NY 10019
Attn: Larry Benison
Tel: 212-537-1439
Fax: 212-537-1867
E-Mail: larry.benison@morganstanley.com             
|
| |  |  | ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL 60604-1003
Attn: Credit Administration
Fax: 312-992-5111
E-Mail: kymm.recht@abnamro.com                      

With a copy to:



| |  |  | ABN AMRO Bank N.V.
350 Park Avenue, 2nd Floor
New York, NY 10022
Attn: David Carrington
Fax: 212-251-3662
E-Mail: david.carrington@abnamro.com
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------

Schedule IX to Credit Agreement





---



##### 



- 3 -



| |  |  | Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, NY 10019
Attn: Barbara Adone
Tel: 212-261-7625
Fax: 917-849-5464
E-Mail: barbara.adone@clamericas.com
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, NY 10020
Attn: Joy Chen
Tel: 212-282-4593
Fax: 212-354-7205
E-Mail: joy.chen@mizuhocbus.com               
|
| |  |  | Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, NY 10172
Attn: Tracey Watson
Tel: 212-224-4116
Fax: 212-224-5197
E-Mail: tracey_e_watson@smbcgroup.com        
|
| |  |  | Lehman Brothers Bank, FSB
745 7thAvenue
New York, NY 10019
Attn: Richard Bloom
Tel: 212-526-6560
Fax: 212-520-0450
E-Mail: rbloom@lehman.com                                
|
| |  |  | Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, UT 84101
Attn: Julie Young
Tel: 601-526-8331
Fax: 801-359-4667
E-Mail: julie_young@ML.com              

Schedule IX to Credit Agreement





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##### 



- 4 -



| |  |  | Societe Generale, New York Branch
560 Lexington Avenue, 4th Floor
New York, NY 10022
Attn: Mary McCormack
Tel: 212-278-6128
Fax: 212-278-6240
E-Mail: mary.mccormack@us.sgcib.com                                                                 
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | UBS Loan Finance LLC
677 Washington Blvd.
6th Floor South
Stanford, CT 06901
Attn: Deborah Porter
Tel: 203-719-6391
Fax: 203-719-4176
E-Mail: Deborah.porter@ubs.com                                                                              
|
| |  |  | Banco Bilbao Vizcaya Argentaria S.A., New York Branch
1345 Avenue of the Americas
45 Floor
New York, NY 10005
Attn: Francisco Miguens
Tel: 212-728-1682
Fax: 212-333-2926
E-Mail: francisco.miguens@bbvany.com                                    
|
| |  |  | Export Development Canada
151 OConnor Street
Ottawa, Ontario K1A 1K3
Attn: Christine Fischer
Loan Services Manager
Tel: 613-597-8743
Fax: 613-598-2514
E-Mail: cfischer@edc.ca                                                                   
|
| |  |  | The Governor and Company of the Bank of Ireland
Loans Administration, Bank of Ireland  Corporate Banking
Hume House, Ballsbridge, Dublin 4, Ireland
Attn: Emer Flood
Tel: 00-353-1-618-7470
Fax: 00-353-1-618-7490
E-Mail: emer.flood@boimail.com

Schedule IX to Credit Agreement





---



##### 



- 5 -



| |  |  | Keybank National Association
127 Public Square
Cleveland, OH 44114
Attn: Paula Brewer
Tel: 216-689-4259
Fax: 216-689-4981
E-Mail: paula_brewer@keybank.com 
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | UFJ Bank Limited, New York Branch
55 East 52nd Street
New York, NY 10055
Attn: Marlin Chin
Tel: 212-339-6392
Fax: 212-754-2368                             
|
| |  |  | Riggs Bank N.A.
5700 Rivertech Ct.  Mail Stop RN-308
Riverdale, MD 20737
Attn: Ann Irby
Tel: 301-887-8968
Fax: 301-887-8010
E-Mail: ann_irby@riggsbank.com

Schedule IX to Credit Agreement





---



##### 



EXHIBIT A

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement dated as of December 17, 2003
(as amended and in effect on the date hereof, the Credit Agreement), among
Intelsat, Ltd., the Lenders named therein and Citicorp North America, Inc., as
Administrative Agent for the Lenders. Terms defined in the Credit Agreement
are used herein with the same meanings.

The Assignor named below hereby sells and assigns, without recourse, to
the Assignee named below, and the Assignee hereby purchases and assumes,
without recourse, from the Assignor, effective as of the Assignment Date set
forth below, the interests set forth below (the Assigned Interest) in the
Assignors rights and obligations under the Credit Agreement, including the
interests set forth below in the Commitment of the Assignor on the Assignment
Date and Loans owing to the Assignor which are outstanding on the Assignment
Date, together with unpaid interest accrued on the assigned Loans to the
Assignment Date and the amount, if any, set forth below of the fees accrued to
the Assignment Date for account of the Assignor. The Assignee hereby
acknowledges receipt of a copy of the Credit Agreement. From and after the
Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the interests assigned
by this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent of the interests assigned
by this Assignment and Acceptance, relinquish its rights and be released from
its obligations under the Credit Agreement.

This Assignment and Acceptance is being delivered to the Administrative
Agent together with (i) if the Assignee is a Foreign Lender, any documentation
required to be delivered by the Assignee pursuant to Section 2.16(h) of the
Credit Agreement, duly completed and executed by the Assignee, and (ii) if the
Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed
by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the
Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement.

This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

Date of Assignment:
Legal Name of Assignor:
Legal Name of Assignee:
Assignees Address for Notices:

Exhibit A to Credit Agreement





---



##### 



- 2 -

Effective Date of Assignment
(Assignment Date)1:

|                        |  |                  | 
|----------------------- |  | ---------------- | 
|                        |  | Principal Amount
|Facility                |  | Assigned        
|                        |  |                 
|Commitment Assigned:    |  | $                | 
|Loans Assigned:         |  | $                | 
|Fees Assigned (if any): |  | $                | 

The terms set forth above and below are hereby agreed to:

| |  |                                       |  |       
| |  | ------------------------------------- |  | ------
| |  | [NAME OF ASSIGNOR]      , as Assignor
| |  |                                       |  |       
| |  | By:                                   |  |       
| |  |                                       |  |       
| |  |                                       |  | Name: 
| |  |                                       |  | Title:
| |  |                                       |  |       
| |  | [NAME OF ASSIGNEE]      , as Assignee
| |  |                                       |  |       
| |  | By:                                   |  |       
| |  |                                       |  |       
| |  |                                       |  | Name: 
| |  |                                       |  | Title:



---

| |  | 1Must be at least five Business Days after execution hereof by all required parties.
| |  | ------------------------------------------------------------------------------------

Exhibit A to Credit Agreement





---



##### 



- 3 -

The undersigned hereby consent to the
within assignment:2

INTELSAT, LTD.



|    |      
|--- | -----
|By: |      
|    |      
|    | Name:
|    | Title

CITICORP NORTH AMERICA, INC.,
as Administrative Agent



|    |      
|--- | -----
|By: |      
|    |      
|    | Name:
|    | Title



---

2Consents to be included to the extent required by Section 10.04(b) of the
Credit Agreement.


Exhibit A to Credit Agreement





---



##### 



EXHIBIT B

[Letterhead of Agent for Service of Process]

[Date]

To the Administrative Agent
and the Lenders parties to the
Credit Agreement referred to below

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of December 17, 2003,
among Intelsat, Ltd. (the Borrower), the Lenders named therein and Citicorp
North America, Inc., as Administrative Agent (as amended, restated, modified,
supplemented or extended from time to time, the Credit Agreement). Unless
otherwise defined herein, all capitalized terms used herein and defined in the
Credit Agreement are used herein as so defined.

The Borrower, pursuant to Section 10.09(c) of the Credit Agreement, has
designated and appointed the undersigned, CT Corporation System, with offices
currently located at 111 Eighth Avenue, New York, New York 10011, as its
authorized agent to receive for and on its behalf service of process in any
legal action or proceeding with respect to the Credit Agreement in the courts
of the State of New York or of the United States of America for the Southern
District of New York.

The undersigned hereby informs you that it accepts such appointment as
process agent as set forth in Section 10.09(c) of the Credit Agreement and
agrees with you that the undersigned (i) shall inform the Administrative Agent
promptly in writing of any change of its address in New York City, (ii) shall
notify the Administrative Agent of any termination of any of the agency
relationships created by Section 10.09(c) of the Credit Agreement, (iii) shall
perform its obligations as such process agent in accordance with the provisions
of Section 10.09(c) of the Credit Agreement and (iv) shall forward promptly to
the Borrower any legal process received by the undersigned in its capacity as
process agent. Our appointment as process agent shall expire on [insert third
anniversary of Closing Date], except as we may otherwise agree in writing.

As process agent, the undersigned, and its successor or successors, agree
to discharge the above-mentioned obligations and will not refuse fulfillment of
such obligations under Section 10.09(c) of the Credit Agreement.

| |                       |       
| | --------------------- | ------
| | Very truly yours,    
| |                       |       
| | CT CORPORATION SYSTEM
| |                       |       
| | By:                   |       
| |                       |       
| |                       | Name: 
| |                       | Title:

Exhibit B to Credit Agreement





---



##### 



EXHIBIT C

[FORM OF] BORROWING REQUEST

[Date]

Citicorp North America, Inc.
as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below

Ladies and Gentlemen:

The undersigned, Intelsat, Ltd., refers to the Credit Agreement, dated as
of December 17, 2003 (as amended, restated, modified, supplemented or extended
from time to time, the Credit Agreement, the terms defined therein being used
herein as therein defined), among Intelsat, Ltd., certain Lenders parties
thereto, and you, as Administrative Agent for such Lenders, and hereby gives
you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement, that
the undersigned hereby requests a Borrowing under the Credit Agreement, and in
connection therewith sets forth below the information relating to such
Borrowing (the Proposed Borrowing) as required by Section 2.03 of the Credit
Agreement:



| |                                                                                          
| | -----------------------------------------------------------------------------------------
| | (i) The Proposed Borrowing is to be a [Revolving Credit Borrowing]
[Term Loan Borrowing].



| |                                                                             
| | ----------------------------------------------------------------------------
| | (ii) The aggregate principal amount of the Proposed Borrowing is
$         .



| |                                                                                  
| | ---------------------------------------------------------------------------------
| | (iii) The Business Day of the Proposed Borrowing is                   ,         .



| |                                                                                          
| | -----------------------------------------------------------------------------------------
| | (iv) The Proposed Borrowing is to be a [Base Rate Borrowing]
[Eurodollar Rate Borrowing].



| |                                                                                   
| | ----------------------------------------------------------------------------------
| | *[(v) The initial Interest Period for the Proposed Borrowing is
          months.]



| |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------
| | (vi) The location and number of the Borrowers account to which
funds are to be disbursed are          ,
         .

The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the Proposed Borrowing:



| | 
| | 

|* |  | To be included for a Proposed Borrowing of a Eurodollar Rate Borrowing.
|- |  | -----------------------------------------------------------------------

Exhibit C to Credit Agreement





---



##### 



- 2 -



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) the representations and warranties contained in Section 4 of the
Credit Agreement **[(except the representations and warranties set forth
in Sections 4.04(b) and 4.06(a) and (c) thereof)] are correct in all
material respects, before and after giving effect to the Proposed
Borrowing, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations
and warranties were correct in all material respects as of such earlier
date); and



| |                                               
| | ----------------------------------------------
| | (B) no Default has occurred and is continuing.

| |                   |       
| | ----------------- | ------
| | Very truly yours,
| |                   |       
| | INTELSAT, LTD.   
| |                   |       
| | By:               |       
| |                   |       
| |                   | Name: 
| |                   | Title:



---

|** |  | Not to be included for initial borrowing request if it relates to a Loan to
be made on the Closing Date.
|-- |  | --------------------------------------------------------------------------------------------------------

Exhibit C to Credit Agreement





---



##### 



EXHIBIT D

[FORM OF] PROMISSORY NOTE

|                        |  |                                         
|----------------------- |  | ----------------------------------------
|$______________________ |  | New York, New York
____________,___ 200_

FOR VALUE RECEIVED, Intelsat Ltd., a limited liability company duly
organized and existing under the laws of Bermuda (the Borrower), hereby
promises to pay to the order of      (the Lender), for the account
of its lending office, in lawful money of the United States of America in
immediately available funds, at the office of Citicorp North America, Inc. (the
Administrative Agent) located at 2 Penns Way, Second floor, New Castle, DE
19720, on the Termination Date (as defined in the Credit Agreement) the
principal sum of     UNITED STATES DOLLARS or, if less, the unpaid
principal amount of all Loans (as defined in the Credit Agreement) made by the
Lender pursuant to the Credit Agreement referred to below.

The Borrower promises also to pay interest on the unpaid principal amount
of each Loan in like money at said office from the date such Loan is made until
paid at the rates and at the times provided in the Credit Agreement.

This promissory note is one of the promissory notes referred to in the
Credit Agreement, dated as of December 17, 2003, among the Borrower, the
Lender, the other financial institutions party thereto and the Administrative
Agent (as amended, restated, modified, supplemented or extended from time to
time, the Credit Agreement) and is subject to the terms, and entitled to the
benefits, thereof. As provided in the Credit Agreement, this promissory note
is subject to voluntary and mandatory prepayment, in whole or in part, and
Loans may be converted from one Type (as defined in the Credit Agreement) into
another Type to the extent provided in the Credit Agreement.

In case an Event of Default (as defined in the Credit Agreement) shall
occur and be continuing, the principal of and accrued interest on this
promissory note may be declared to be due and payable in the manner and with
the effect provided in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this promissory note.

This promissory note shall be construed in accordance with and be governed
by the law of the State of New York.

| |                |       
| | -------------- | ------
| | INTELSAT, LTD.
| |                |       
| | By:            |       
| |                |       
| |                | Name: 
| |                | Title:

Exhibit D to Credit Agreement





---



##### 



EXHIBIT E-1

FORM OF OPINION OF SPECIAL NEW YORK COUNSEL TO THE BORROWER

[Date]

Citicorp North America, Inc.,
      as Administrative Agent,
           2 Penns Way, Second Floor,
                New Castle, Delaware 19720.

Those listed on Schedule A hereto

Ladies and Gentlemen:

We have acted as special New York counsel to Intelsat, Ltd. (the
Borrower), a limited liability company organized under the laws of Bermuda,
in connection with the preparation, execution and delivery of the Credit
Agreement, dated as of December 17, 2003, among the Borrower, the Lenders party
thereto (the Lenders) and Citicorp North America, Inc., as Administrative
Agent (the Credit Agreement). We are delivering this opinion to you pursuant
to Section 5.01(b) of the Credit Agreement. Capitalized terms used in this
opinion which are not otherwise defined have the meanings assigned to such
terms in the Credit Agreement.

In arriving at the opinions expressed below, we have examined the
following documents:



| | (i)   |  | the opinion, dated the date hereof, of Conyers
Dill & Pearman, Bermuda counsel to the Borrower;           
| | ----- |  | ----------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | executed counterparts of the Credit Agreement;                                                            
|
| | (iii) |  | telecopied copies of the promissory notes issued
on the date hereof (if any) (the Promissory Notes); and

Exhibit E-1 to Credit Agreement





---



##### 



|                                  |  |    
|--------------------------------- |  | ---
|Citicorp North America, Inc.      |  |    
|Those Listed on Schedule A hereto |  | -2-



| | (iv) |  | executed counterparts of the Asset Purchase
Agreement, dated as of July 15, 2003, as amended by Amendment
No. 1 thereto, dated as of August 18, 2003, Amendment No. 2
thereto, dated as of September 12, 2003, and Amendment No. 3
thereto, dated as of October 21, 2003, among the Borrower,
Intelsat (Bermuda), Ltd. and the Sellers (as so amended, but
excluding any annexes, schedules or other attachments thereto,
the Asset Purchase Agreement).
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, we have examined such corporate records, certificates and
other documents, and such questions of law, as we have considered necessary or
appropriate for purposes of this opinion. Upon the basis of such examination,
it is our opinion that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) The Credit Agreement constitutes, and each Promissory Note when
duly executed and delivered by the Borrower in accordance with the terms
of the Credit Agreement for value will constitute, the valid and legally
binding obligation of the Borrower, enforceable against the Borrower in
accordance with their respective terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors rights
and to general equity principles.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) The execution and delivery by the Borrower of the Asset Purchase
Agreement, do not, and the performance by the Borrower of its obligations
under Asset Purchase Agreement will not, violate any existing Federal law
of the United States or law of the State of New York; provided, however,
that, for the purposes of this paragraph (2), we express no opinion with
respect to Federal or state securities laws, other antifraud laws,
fraudulent transfer laws, Federal or state laws relating to the Employee
Retirement Income Security Act of 1974 and related laws, laws and
regulations relating to export control or Federal or state laws relating
to communications and telecommunications, including laws which regulate
individuals, companies or businesses because such entities provide
communications or telecommunications services, including the provision of
satellite capacity; and provided, further, that insofar as performance by
the Borrower of its obligations under the Asset Purchase Agreement is
concerned, we express no opinion as to bankruptcy, insolvency,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors rights, as any such laws would apply
in respect of a bankruptcy, insolvency or reorganization of the Borrower.



| |                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) All regulatory consents, approvals and filings required to be
obtained or made by the Borrower under the Federal laws of the United
States and the laws of the State of New York for the execution and
delivery by the Borrower of the Asset Purchase

Exhibit E-1 to Credit Agreement





---



##### 



|                                  |  |    
|--------------------------------- |  | ---
|Citicorp North America, Inc.      |  |    
|Those Listed on Schedule A hereto |  | -3-



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Agreement, and the performance by the Borrower of its obligations
under the Asset Purchase Agreement, have been obtained or made, except
for such consents, approvals and filings that are not required to have
been obtained or made under the terms of the Asset Purchase Agreement;
provided, however, that for purposes of this paragraph (3), we express no
opinion with respect to Federal or state securities laws, the Employee
Retirement Income Security Act of 1974 and related laws, laws and
regulations relating to export control or Federal or state laws relating
to communications and telecommunications, including laws which regulate
individuals, companies or businesses because such entities provide
communications or telecommunications services, including the provision of
satellite capacity.

We express no opinion herein regarding (a) the effect of the law of any
jurisdiction other than the State of New York wherein any Lender may be located
or wherein enforcement of the Credit Agreement or any Promissory may be sought;
(b) the submission by the Borrower to the jurisdiction of courts other than the
courts of the State of New York and any United States Federal court sitting in
New York in accordance with Section 10.09(b) of the Credit Agreement; (c) the
first sentence of Section 10.09(b) of the Credit Agreement, insofar as such
sentence relates to the subject matter jurisdiction of any United States
Federal court to adjudicate any controversy related to the Credit Agreement or
any Promissory Note; (d) Section 10.09(e) of the Credit Agreement, insofar as
such sentence relates to an action brought in a United States Federal court
sitting in New York and note that the matters referred to therein may be raised
by such court; (e) the enforceability of provisions in the Credit Agreement to
the effect that terms may not be waived or modified except in writing which may
be limited under certain circumstances; (f) the enforceability of Section 10.07
of the Credit Agreement; (g) Section 10.12 of the Credit Agreement; (h) the
waiver by the Borrower of any right of immunity acquired after the date of the
Credit Agreement; or (i) Section 8.2 (c) of the Asset Purchase Agreement.

With respect to our opinion set forth in paragraph (1) above, we note that
the enforceability of Section 10.03(b) of the Credit Agreement may be limited
by (a) laws rendering unenforceable indemnification contrary to Federal or
state securities laws and the public policy underlying such laws and (b) laws
limiting the enforceability of provisions exculpating or exempting a party
from, or requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct.

With respect to our opinions set forth in paragraphs (2) and (3) above, we
also note that pursuant to the Sale Order (as defined in the Asset Purchase
Agreement), the Bankruptcy Court for the Southern District of New York has
expressly retained jurisdiction to interpret and enforce terms of the Sale
Order and the Asset Purchase Agreement, and to

Exhibit E-1 to Credit Agreement





---



##### 



|                                  |  |    
|--------------------------------- |  | ---
|Citicorp North America, Inc.      |  |    
|Those Listed on Schedule A hereto |  | -4-

adjudicate any and all disputes with respect thereto, provided that such
Courts jurisdiction of any proceeding to which no Debtor (as defined in the
Sale Order) is a party is non-exclusive and concurrent with the jurisdiction of
any other court that has jurisdiction in the absence of the Sale Order.

The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of New York and we are expressing no opinion as to
the effect of the laws of any other jurisdiction. We understand that you are
relying, as to all matters governed by Bermuda law, upon the opinion, dated the
date hereof, of Bermuda counsel to the Borrower, referred to above.

With your approval, we have relied as to certain matters on information
obtained from officers of the Borrower and other sources believed by us to be
responsible, and we have assumed that (a) the Credit Agreement and each
Promissory Note have been duly authorized, executed and delivered by the
parties thereto (including the Borrower), (b) each of the parties to the Credit
Agreement and each Promissory Note (including the Borrower) has the power and
authority (corporate and other) to execute, deliver and perform its obligations
under the Credit Agreement or such Promissory Note, as the case may be, and (c)
the signatures on all documents examined by us are genuine, assumptions which
we have not independently verified.

We are furnishing this letter to you in your respective capacities as
Lenders or the Administrative Agent under the Credit Agreement solely for your
benefit. This letter is not to be relied upon by any other Person (other than
any of your assignees) or for any other purpose.

| |  |                  
| |  | -----------------
| |  | Very truly yours,

Exhibit E-1 to Credit Agreement





---



##### 



SCHEDULE A to Exhibit E-1

Citicorp North America, Inc.
Two Penns Way, Second Floor
New Castle, Delaware 19720

BNP Paribas
919 Third Avenue
Third Floor
New York, New York 10022

Morgan Stanley Senior Funding, Inc.
1633 Broadway
New York, New York 10019

ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604-1003

Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, New York 10019

Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, New York 10020

Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, New York 10172

Lehman Brothers Bank, FSB
745 Seventh Avenue
New York, New York 10019

Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, Utah 84101

Societe Generale, New York Branch
560 Lexington Avenue, Fourth Floor
New York, New York 10022

Schedule A to Exhibit E-1 to Credit Agreement





---



##### 



UBS Loan Finance LLC
677 Washington Boulevard
Sixth Floor South
Stamford, Connecticut 06901

Banco Bilbao Vizcaya Argentaria S.A., New York Branch
1345 Avenue of the Americas
Forty-fifth Floor
New York, New York 10005

Export Development Canada
151 OConnor Street
Ottawa, Ontario K1A 1K3
Canada

The Governor and Company of the Bank of Ireland
Loans Administration, Bank of Ireland  Corporate Banking
Hume House, Ballsbridge
Dublin 4, Ireland

Keybank National Association
127 Public Square
Cleveland, Ohio 44114

UFJ Bank Limited, New York Branch
55 East 52nd Street
New York, New York 10055

Riggs Bank N.A.
5700 Rivertech Court  Mail Stop RN-308
Riverdale, Maryland 20737

Schedule A to Exhibit E-1 to Credit Agreement





---



##### 



EXHIBIT E-2

FORM OF OPINION OF SPECIAL FCC COUNSEL TO THE BORROWER

December [xx], 2003

Citicorp North America, Inc.,
as Administrative Agent
2 Penns Way, Second Floor
New Castle, DE 19720

Those listed on Schedule A hereto

Dear Ladies and Gentlemen:

We have served as special Federal Communications Commission (FCC) counsel to
Intelsat LLC, a subsidiary of Intelsat, Ltd. (the Borrower). We are
furnishing this opinion to you in connection with the Credit Agreement, dated
as of December 17, 2003, among the Borrower, the Lenders party thereto (the
Lenders) and Citicorp North America, Inc., as Administrative Agent (the
Credit Agreement). We are delivering this opinion to you pursuant to Section
5.01(b) of the Credit Agreement. Unless otherwise defined herein, capitalized
terms defined in the Credit Agreement have the same meanings when used herein.

In rendering our opinion, we have examined copies of the Credit Agreement, the
Form of Note attached thereto, and such matters of law as we have deemed
appropriate. We have assumed, without independent investigation, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity with the originals of all documents submitted
to us as copies, and the full authorization, execution, and delivery of all
documents by parties responsible therefor. We have assumed that none of the
Notes will differ from the Form of Note in any manner that is material to this
opinion.

Additionally, we have relied upon records routinely available for public
inspection at the FCC as of [date]. We have assumed the completeness of the
public files maintained by the FCC and the accuracy and authenticity of all
documents contained therein. We have not conducted any other inquiry.

All references herein to our knowledge mean the actual present knowledge of
the attorneys of this firm working on this transaction without any
investigation or inquiry except as expressly described herein. No inference as
to our knowledge of any factual matters may be drawn from the fact of our
representation of any party.

We are admitted to practice law in the District of Columbia. Our opinion
herein is limited to Federal, and to the extent applicable, state
communications law, including implementing Executive Orders and regulations in
effect on the date of this opinion (including, without limitation the
Communications Act of 1934, as amended (the 1934 Act), 47 U.S.C. §§ 151 et

Exhibit E-2 to Credit Agreement





---



##### 



seq., the Communications Satellite Act of 1962, the Telecommunications Act of
1996 (the 1996 Act), Pub. L. No. 104-104, 110 Stat. 56 (1996), the
Open-market Reorganization for the Betterment of International
Telecommunications Act (ORBIT Act), Pub. L. No. 106-180, 114 Stat. 48 (2000)
and published rules, regulations, and written policies promulgated thereunder
by the FCC as of the date hereof) (Telecom Laws). We express no opinion
concerning any other laws.

Based on and subject to the foregoing, we are of the opinion that:

(1)  The execution, delivery and performance by the Borrower of the Asset
Purchase Agreement will not violate any applicable provision of the Telecom
Laws and does not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority under the Telecom Laws
(as defined herein) other than the FCC consent to the assignment in File Nos.
SAT-ASG-20030728-00138 and SAT-ASG-20030728-00139 for call signs S2160, S2154,
T-402, S2159 and T-403 obtained on [date](the FCC Consent).

(2)  To our knowledge, no petition for reconsideration or review of the FCC
Consent has been filed with the FCC and the FCC has not given public notice of
review of the FCC Consent on its own motion.

Without limiting the other qualifications set forth herein, we point out to you
that we have not reviewed FCC records since [date], and that the time provided
by Telecom Laws for the filing of petitions for reconsideration or review of
the FCC Consent or for the FCC to undertake review thereof on its own motion
has not expired.

This opinion is being furnished to you subject to the qualifications and
limitations expressed herein, and has been prepared solely for your exclusive
benefit, and may be relied upon in connection with the transactions
contemplated by the Credit Agreement solely by you and your assigns under the
Credit Agreement, provided that, in the case of reliance by any such assigns,
(i) no such assign may rely on this opinion if such reliance would result in a
conflict of interest that such assign has not waived and (ii) the entitlement
to rely on this opinion by any Person that becomes an assign after the date
hereof shall not be construed to limit the effect of the following sentences.
This opinion may not be relied upon by any other entity or person or for any
other purpose, without written consent, except as provided in the preceding
sentence. The opinion expressed herein is as of the date hereof, and we assume
no obligation to advise you of any changes in the foregoing opinion.

Very truly yours,

WILEY REIN & FIELDING LLP

Exhibit E-2 to Credit Agreement





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##### 



SCHEDULE A
TO EXHIBIT E-2

Citicorp North America, Inc.
Two Penns Way, 2nd Floor
New Castle, Delaware 19720

BNP Paribas
919 Third Avenue
Third Floor
New York, NY 10022

Morgan Stanley Senior Funding, Inc.
1633 Broadway
New York, NY 10019

ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL 60604-1003

Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, NY 10019

Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, New York 10020

Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, NY 10172

Lehman Brothers Bank, FSB
745 7th Avenue
New York, NY 10019

Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, UT 84101

Societe Generale, New York Branch
560 Lexington Avenue, 4th Floor
New York, NY 10022

Schedule A to Exhibit E-2 to Credit Agreement





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##### 



UBS Loan Finance LLC
677 Washington Blvd.
6th Floor South
Stanford, CT 06901

Banco Bilbao Vizcaya Argentaria S.A., New York Branch
1345 Avenue of the Americas
45 Floor
New York, NY 10005

Export Development Canada
151 OConnor Street
Ottawa, Ontario K1A 1K3

The Governor and Company of the Bank of Ireland
Loans Administration, Bank of Ireland  Corporate Banking
Hume House, Ballsbridge, Dublin 4, Ireland

Keybank National Association
127 Public Square
Cleveland, OH 44114

UFJ Bank Limited, New York Branch
55 East 52nd Street
New York, NY 10055

Riggs Bank N.A.
5700 Rivertech Ct.  Mail Stop RN-308
Riverdale, MD 20737

Schedule A to Exhibit E-2 to Credit Agreement





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##### 



EXHIBIT E-3

FORM OF OPINION OF THE GENERAL COUNSEL OF THE BORROWER

[Date]

Citicorp North America, Inc.,
   as Administrative Agent
2 Penns Way, Second Floor
New Castle, DE 19720

Those listed on Schedule A hereto

Ladies and Gentlemen:

I am the General Counsel of Intelsat Global Service Corporation, a Delaware
corporation, and am delivering this opinion to you pursuant to Section 5.01(b)
of the Credit Agreement, dated as of December 17, 2003, among Intelsat, Ltd.
(the Borrower), a limited liability company incorporated under the laws of
Bermuda, the Lenders party thereto (the Lenders) and Citicorp North America,
Inc., as Administrative Agent (the Credit Agreement). My responsibilities
include oversight of legal matters affecting the Borrower.

Capitalized terms used in this opinion that are not otherwise defined herein
have the meanings assigned to such terms in the Credit Agreement.

In connection with this opinion, I have examined and reviewed or caused to be
examined and reviewed by individuals under my supervision all records,
agreements and documents as I have deemed relevant or appropriate for the
purpose of rendering this opinion.

In arriving at the opinions expressed below, I have assumed, and not verified,
the authenticity of all records, agreements and documents referred to above and
the conformity to original documents of all documents submitted to me as
conformed or photostatic copies.

I have also assumed for purposes of the opinions expressed below that all
parties to each of the Asset Purchase Agreement and the Credit Agreement,
including the Borrower, have the corporate power and authority to enter into
and perform the Asset Purchase Agreement or the Credit Agreement, as the case
may be, and that each of the Asset Purchase Agreement and the Credit Agreement
has been duly authorized, executed and delivered by each such Person stated to
be a party thereto and is enforceable against each such party in accordance
with its terms.

Based upon the foregoing, and subject to the limitations set forth herein, it
is my opinion that:

(1)  The execution and delivery by the Borrower of, and performance by the
Borrower of its obligations under, each of the Credit Agreement and the Asset
Purchase Agreement (a) will not violate, conflict with or result in a default
under any indenture, trust deed, mortgage or other agreement or instrument
governing or evidencing Indebtedness to which the

Exhibit E-3 to Credit Agreement





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##### 



Borrower or any of its Restricted Subsidiaries is a party, or by which it or
any material part of its assets is bound, or give rise to a right thereunder to
require any payment to be made by the Borrower or any of its Restricted
Subsidiaries before the applicable stated date of maturity, (b) will not result
in the creation or imposition of any Lien on any of the assets of the Borrower
or any of its Restricted Subsidiaries under any such indenture, agreement or
other instrument and (c) to my knowledge, will not violate any order of any
Governmental Authority having jurisdiction over the Borrower, except for, in
the case of this clause (c), such violations that would not have a Material
Adverse Effect; provided, however, that I express no opinion with respect to
any default under or breach of any covenant under any indenture, agreement or
other instrument requiring compliance with any financial ratio.

(2)  The execution and delivery by the Borrower of, and performance by the
Borrower of its obligations under, the Asset Purchase Agreement will not
violate any existing laws or regulations relating to export control.

(3)  All regulatory consents, approvals and filings required to be obtained
or made by the Borrower under any existing laws and regulations relating to
export control for the execution and delivery by the Borrower of the Asset
Purchase Agreement, and the performance by the Borrower of its obligations
under the Asset Purchase Agreement, have been obtained or made, except for such
consents, approvals and filings that are not required to have been obtained or
made under the terms of the Asset Purchase Agreement.

I note that pursuant to the Sale Order (as defined in the Asset Purchase
Agreement), the Bankruptcy Court for the Southern District of New York has
expressly retained jurisdiction to interpret and enforce terms of the Sale
Order and the Asset Purchase Agreement, and to adjudicate any and all disputes
with respect thereto, provided that such Courts jurisdiction of any proceeding
to which no Debtor (as defined in the Sale Order) is a party is non-exclusive
and concurrent with the jurisdiction of any other court that has jurisdiction
in the absence of the Sale Order.

This opinion is provided by me as General Counsel of Intelsat Global Service
Corporation to you pursuant to Section 5.01(b) of the Credit Agreement. This
opinion is limited to the Federal laws of the United States of America and the
laws of the District of Columbia and to present judicial interpretations
thereof and to the facts as they presently exist.

This opinion speaks only as of todays date, and is limited to present
statutes, regulations and judicial interpretations. In rendering this opinion,
I assume no obligation to revise or supplement this opinion should the present
laws be changed by legislative or regulatory action, judicial decision or
otherwise. This opinion is furnished to you solely for your benefit (and the
benefit of your assignees) in your respective capacities as Lenders or as the
Administrative Agent under the Credit Agreement, and may not be relied upon by
any other person or entity or by you (or your assignees) in any other context.

Very truly yours,

Exhibit E-3 to Credit Agreement





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##### 



SCHEDULE A to Exhibit E-3

Citicorp North America, Inc.
Two Penns Way, Second Floor
New Castle, Delaware 19720

BNP Paribas
919 Third Avenue
Third Floor
New York, New York 10022

Morgan Stanley Senior Funding, Inc.
1633 Broadway
New York, New York 10019

ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604-1003

Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, New York 10019

Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, New York 10020

Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, New York 10172

Lehman Brothers Bank, FSB
745 Seventh Avenue
New York, New York 10019

Merrill Lynch Bank USA
15 W. South Temple, Suite 300
Salt Lake City, Utah 84101

Societe Generale, New York Branch
560 Lexington Avenue, Fourth Floor
New York, New York 10022

Schedule A to Exhibit E-3 to Credit Agreement





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##### 



UBS Loan Finance LLC
677 Washington Boulevard
Sixth Floor South
Stamford, Connecticut 06901

Banco Bilbao Vizcaya Argentaria S.A., New York Branch
1345 Avenue of the Americas
Forty-fifth Floor
New York, New York 10005

Export Development Canada
151 OConnor Street
Ottawa, Ontario K1A 1K3

The Governor and Company of the Bank of Ireland
Loans Administration, Bank of Ireland  Corporate Banking
Hume House, Ballsbridge
Dublin 4, Ireland

Keybank National Association
127 Public Square
Cleveland, Ohio 44114

UFJ Bank Limited, New York Branch
55 East 52nd Street
New York, New York 10055

Riggs Bank N.A.
5700 Rivertech Court  Mail Stop RN-308
Riverdale, Maryland 20737

Schedule A to Exhibit E-3 to Credit Agreement





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##### 



EXHIBIT F

FORM OF OPINION OF SPECIAL BERMUDA COUNSEL TO THE BORROWER

[Date]

Citicorp North America, Inc.,
as Administrative Agent party to the
Credit Agreement referred to below
and each of the Lenders set out in the schedule hereto

Dear Sirs

Intelsat, Ltd. (the Borrower)

We have acted as special legal counsel in Bermuda to the Borrower in
connection with a Credit Agreement (the Credit Agreement) dated as of
17th December 2003 between the Borrower, Citicorp North America, Inc., as
Administrative Agent (in such capacity, the Administrative Agent) and the
Lenders (as defined therein).

For the purposes of giving this opinion, we have examined the following
documents:



| |  |  | (i)    a facsimile copy of the Credit Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | (ii)    a facsimile copy of the asset purchase agreement dated as
of July 15, 2003, as amended by Amendment No. 1 thereto, dated
as of August 18, 2003, Amendment No. 2 thereto, dated as of
September 12, 2003 and Amendment No. 3 thereto, dated as of
October 21, 2003 (the Asset Purchase Agreement) by and among
the Borrower, Intelsat (Bermuda), Ltd. and Loral Space &
Communications Corporation, Loral SpaceCom Corporation and
Loral Satellite, Inc.

The documents listed in items (i) through (ii) above are herein sometimes
collectively referred to as the Documents (which term does not include
any other instrument or agreement whether or not specifically referred to
therein or attached as an exhibit or schedule thereto).

We have also reviewed the memorandum of association and the bye-laws of the
Borrower, each certified by the Assistant Secretary of the Borrower on
[     ], resolutions passed by the board of directors of the Borrower at
meetings of the Borrowers directors held on June 4th and 5th, 2003 and
certified by the Assistant Secretary of the Borrower on December [], 2003,
resolutions passed by the board of directors of the Borrower at meetings of
the Borrowers directors held on July 14th, 2003, September 9th and 10th,
2003 and October 27th, 2003 and certified by the Chairman of the Borrower
on December [], 2003, minutes of a special general meeting of the members
held on August 15th, 2003 signed by the Chairman and certified by the
Assistant Secretary of the Borrower on [     ], 2003, minutes of a meeting of
the Strategic Affairs and Finance Committee (the SAFC) of the board of
directors of the

Exhibit F to Credit Agreement





---



##### 



Borrower held on October 17th, 2003 signed by the Chairman of the SAFC and
certified by the Assistant Secretary of the Borrower on December [], 2003
(the Minutes), and such other documents and made such enquiries as to
questions of law as we have deemed necessary in order to render the opinion
set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and
the conformity to the originals of all copies (whether or not certified)
examined by us and the authenticity and completeness of the originals from
which such copies were taken, (b) that where a document has been examined
by us in draft form, it will be or has been executed in the form of that
draft, and where a number of drafts of a document have been examined by us
all material changes thereto have been marked or otherwise drawn to our
attention, (c) the capacity, power and authority of each of the parties to
the Documents, other than the Borrower, to enter into and perform its
respective obligations under the Documents, (d) the due execution of the
Documents by each of the parties thereto, other than the Borrower, and the
delivery thereof by each of the parties thereto, (e) the accuracy and
completeness of all factual representations made in the Documents and other
documents reviewed by us, (f) that the resolutions contained in the Minutes
remain in full force and effect and have not been rescinded or amended, (g)
that the Borrower is entering into the Documents pursuant to its business
of acquiring, holding, selling, disposing of and dealing in personal
property of all kinds, (h) that there is no provision of the law of any
jurisdiction, other than Bermuda, which would have any implication in
relation to the opinions expressed herein, (i) that the Borrower is subject
to the rules or regulations of the United States Securities and Exchange
Commission which do not require the Borrower to publish a prospectus in
respect of any offer in connection with the Documents (for reasons other
than such offer is being made only to persons who are resident outside the
United States) (j) the validity and binding effect under the laws of the
State of New York (the Foreign Laws) of the Documents in accordance with
their respective terms, (k) the validity and binding effect under the
Foreign Laws of the submission by the Borrower pursuant to the Documents to
the non-exclusive jurisdiction of any New York State court or the U.S.
District Court for the Southern District of New York and any appellate
court from any thereof (the Foreign Courts), (l) that none of the parties
to the Documents has carried on or will carry on activities, other than the
performance of its obligations under the Documents, which would constitute
the carrying on of investment business in or from within Bermuda and that
none of the parties to the Documents, other than the Borrower, will perform
its obligations under the Documents in or from within Bermuda and (m) that
the indebtedness incurred by the Borrower under the Credit Agreement
together with all other indebtedness for borrowed money of the Borrower and
its Subsidiaries outstanding after such incurrence would not result in the
total indebtedness for borrowed money of the Borrower and its Subsidiaries
exceeding 75% of the total consolidated shareholders equity and long-term
debt of the Borrower and its Subsidiaries immediately following such
incurrence, as set forth in the Borrowers consolidated financial
statements for its fiscal quarter most recently ended.

The obligations of the Borrower under the Documents (a) will be subject to
the laws from time to time in effect relating to bankruptcy, insolvency,
liquidation, possessory liens, rights of set off, reorganisation,
amalgamation, moratorium or any other laws or legal procedures, whether of
a similar nature or otherwise, generally affecting the rights of creditors,
(b) will

Exhibit F to Credit Agreement





---



##### 



be subject to statutory limitation of the time within which proceedings may
be brought, (c) will be subject to general principles of equity and, as
such, specific performance and injunctive relief, being equitable remedies,
may not be available, (d) may not be given effect to by a Bermuda court,
whether or not it was applying the Foreign Laws, if and to the extent they
constitute the payment of an amount which is in the nature of a penalty and
not in the nature of liquidated damages. Notwithstanding any contractual
submission to the jurisdiction of specific courts, a Bermuda court has
inherent discretion to stay or allow proceedings in the Bermuda courts.

We express no opinion as to the enforceability of any provision of the
Documents which provides for the payment of a specified rate of interest on
the amount of a judgment after the date of judgment.

We have made no investigation of and express no opinion in relation to the
laws of any jurisdiction other than Bermuda. This opinion is to be
governed by and construed in accordance with the laws of Bermuda and is
limited to and is given on the basis of the current law and practice in
Bermuda. This opinion is issued solely for your benefit and is not to be
relied upon by any other person, firm or entity or in respect of any other
matter.

On the basis of and subject to the foregoing, we are of the opinion that:



|1. |  | The Borrower is duly incorporated and existing under the laws of
Bermuda in good standing (meaning solely that it has not failed to
make any filing with any Bermuda governmental authority or to pay any
Bermuda government fee or tax which would make it liable to be struck
off the Register of Companies and thereby cease to exist under the
laws of Bermuda).                                                                   
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Borrower has the necessary corporate power and authority to enter
into and perform its obligations under the Documents and to borrow
under the Credit Agreement. The execution and delivery of the
Documents and the performance by the Borrower of its obligations
thereunder will not violate the memorandum of association or bye-laws
of the Borrower nor any applicable law, regulation, order or decree in
Bermuda.          
|  
|3. |  | The Borrower has taken all corporate action required to authorise the
execution, delivery and performance of the Documents and to borrow
under the Credit Agreement.                                                                                                                                                                                                                                                                   
|  
|4. |  | No order, consent, approval, licence, authorisation or validation of
or exemption by any government or public body or authority of Bermuda
or any sub-division thereof is required to authorise or is required in
connection with the execution, delivery, performance and enforcement
of the Documents or borrowings by the Borrower under the Credit
Agreement except such as have been duly obtained in accordance with
Bermuda law.
|  
|5. |  | It is not necessary or desirable to ensure the enforceability in
Bermuda of the                                                                                                                                                                                                                                                                                                                                                        

Exhibit F to Credit Agreement





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##### 





| |  | Documents that they be registered in any register kept by, or filed
with, any governmental authority or regulatory body in Bermuda.
However, to the extent that any of the Documents creates a charge
over assets of the Borrower, it may be desirable to ensure the
priority in Bermuda of the charge that it be registered in the
Register of Charges in accordance with Section 55 of the Companies
Act 1981. On registration, to the extent that Bermuda law governs
the priority of a charge, such charge will have priority in Bermuda
over any unregistered charges, and over any subsequently registered
charges, in respect of the assets which are the subject of the
charge. A registration fee of $446 will be payable in respect of the
registration.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | While there is no exhaustive definition of a charge under Bermuda
law, a charge normally has the following characteristics:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| | (i)  |  | it is a proprietary interest granted by way of security
which entitles the chargee to resort to the charged property
only for the purposes of satisfying some liability due to the
chargee (whether from the chargor or a third party); and
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the chargor retains an equity of redemption to have the
property restored to him when the liability has been discharged.                                                                                                                   



|    |  | However, as the Documents are governed by the Foreign Laws, the
question of whether they would possess these particular
characteristics would be determined under the Foreign Laws.                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|6.  |  | The Documents will not be subject to ad valorem stamp in Bermuda and
no registration, documentary, recording, transfer or other similar
tax, fee or charge is payable in Bermuda in connection with the
execution, delivery, filing registration or performance of the
Documents other than as stated in paragraph 5 hereof.                                                                           
|   
|7.  |  | There is no income tax or other tax of Bermuda imposed by withholding
or otherwise on any payment to be made to or by the Borrower pursuant
to the Documents.                                                                                                                                                                                                                                          
|   
|8.  |  | Based solely upon a search of the Cause Book of the Supreme Court of
Bermuda conducted at [    am/pm ] on [   ] (which would not reveal details
of proceedings which have been filed but not actually entered in the
Cause Book at the time of our search), there are no judgments against
the Borrower, nor any legal or governmental proceedings pending in
Bermuda to which the Borrower is subject.
|   
|9.  |  | The Administrative Agent and the Lenders will not be deemed to be
resident, domiciled or carrying on business in Bermuda by reason only
of the execution, performance and/or enforcement of the Documents by
them.                                                                                                                                                                                     
|   
|10. |  | The Administrative Agent and the Lenders have standing to bring an
action or proceedings before the appropriate courts in Bermuda for the
enforcement of the Documents. It is not necessary or advisable in
order for the Administrative Agent or the Lenders to enforce their
respective rights under the Documents, including the                                                                    

Exhibit F to Credit Agreement





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##### 





|    |  | exercise of remedies thereunder, that they be licensed, qualified or
otherwise entitled to carry on business in Bermuda.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|11. |  | The Borrower is not entitled to any immunity under the laws of
Bermuda, whether characterised as sovereign immunity or otherwise,
from any legal proceedings to enforce the Documents in respect of
itself or its property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|12. |  | The choice of the Foreign Laws as the governing law of the Documents
is a valid choice of law and would be recognised and given effect to
in any action brought before a court of competent jurisdiction in
Bermuda, except for those laws (i) which such court considers to be
procedural in nature, (ii) which are revenue or penal laws or (iii)
the application of which would be inconsistent with public policy, as
such term is interpreted under the laws of Bermuda. The submission in
the Documents to the non-exclusive jurisdiction of the Foreign Courts
is valid and binding upon the Borrower.                                                                                                                                                                                                                                                                                                                                                        
|   
|13. |  | The courts of Bermuda would recognise as a valid judgment, a final
and conclusive judgment in personam obtained in the Foreign Courts
against the Borrower based upon the Documents under which a sum of
money is payable (other than a sum of money payable in respect of
multiple damages, taxes or other charges of a like nature or in
respect of a fine or other penalty) and would give a judgment based
thereon provided that (a) such courts had proper jurisdiction over the
parties subject to such judgment, (b) such courts did not contravene
the rules of natural justice of Bermuda, (c) such judgment was not
obtained by fraud, (d) the enforcement of the judgment would not be
contrary to the public policy of Bermuda, (e) no new admissible
evidence relevant to the action is submitted prior to the rendering of
the judgment by the courts of Bermuda and (f) there is due compliance
with the correct procedures under the laws of Bermuda.

Yours faithfully

CONYERS DILL & PEARMAN

Exhibit F to Credit Agreement





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##### 



EXHIBIT G

FORM OF OPINION OF SPECIAL NEW YORK COUNSEL
TO THE ADMINISTRATIVE AGENT

| |                 
| | ----------------
| | [Effective Date]

To each of the Lenders and
  the Administrative Agent
  party to the Credit Agreement
  referred to below

Ladies and Gentlemen:

We have acted as special New York counsel to Citicorp North America, Inc.,
as Administrative Agent (in such capacity, the Administrative Agent) in
connection with the Credit Agreement dated as of December 17, 2003 among
Intelsat Ltd., the Lenders party thereto (the Lenders) and the Administrative
Agent (the Credit Agreement).

This opinion is furnished to you pursuant to Section 5.01(b) of the Credit
Agreement. Unless otherwise defined herein, terms defined in the Credit
Agreement are used herein as therein defined.

In arriving at the opinions expressed below, we have examined executed
counterparts of the Credit Agreement and the form of the promissory note
attached as an Exhibit thereto, and we have made such investigations of law as
we have deemed appropriate for purposes of this opinion.

In our examination, we have assumed the authenticity of all documents
submitted to us as originals and the conformity with authentic original
documents of all documents submitted to us as copies. We have also assumed
that all authorizations, consents, approvals or consents of, and all filings or
registrations with, any governmental authority of Bermuda necessary for the
making and performance by the Borrower of the Credit Agreement have been
obtained. In rendering the opinions expressed below, we have also assumed
that:



| | (i)   |  | the Credit Agreement has been duly authorized by, has
been duly executed and delivered by, and (except to the extent
set forth in the opinions below as to the Borrower) constitute
legal, valid, binding and enforceable obligations of, all of the
parties to the Credit Agreement;
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | all signatories to the Credit Agreement have been duly
authorized; and                                                                                                                                                                                                               
|
| | (iii) |  | all of the parties to the Credit Agreement are duly
organized and validly existing and have the power and authority
(corporate or other) to execute, deliver and perform the Credit
Agreement.                                                                                       

Exhibit G to Credit Agreement





---



##### 



Based upon and subject to the foregoing and subject also to the comments
and qualifications set forth below, and having considered such questions of law
as we have deemed necessary as a basis for the opinions expressed below, we are
of the opinion that the Credit Agreement constitutes, and the promissory notes
(if any) in the form attached as an Exhibit to the Credit Agreement when duly
executed and delivered for value will constitute, legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance
with their respective terms, in each case except as may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or other similar laws relating to or affecting the rights of
creditors generally (including the possible judicial application of foreign
laws or governmental action affecting the rights of creditors generally) and
except as the enforceability of the Credit Agreement is subject to the
application of general principles of equity (regardless of whether considered
in a proceeding in equity or at law), including, without limitation, (a) the
possible unavailability of specific performance, injunctive relief or any other
equitable remedy and (b) concepts of materiality, reasonableness, good faith
and fair dealing.

The foregoing opinions are subject to the following comments and
qualifications:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)    The enforceability of Section 10.03(b) of the Credit Agreement
may be limited by laws limiting the enforceability of provisions
exculpating or exempting a party, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent the action
or inaction involves gross negligence, recklessness, willful misconduct
or unlawful conduct.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (B)    The enforceability of provisions in the Credit Agreement to the
effect that terms may not be waived or modified except in writing may be
limited under certain circumstances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (C)    We express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Lender is located (other than the State of New
York) that limit the interest, fees or other charges such Lender may
impose, (ii) the first sentence of Section 10.09(b) of the Credit
Agreement insofar as it relates to the subject matter jurisdiction of any
Federal court sitting in New York to adjudicate any controversy related
to the Credit Agreement, (iii) Section 10.09(e) of the Credit Agreement
insofar as it relates to any waiver of inconvenient forum by the Borrower
with respect to proceedings in any Federal court, (iv) Section 10.11 of
the Credit Agreement to the extent such provision constitutes a waiver of
immunity acquired after the date of the Credit Agreement or (v) Section
10.12 of the Credit Agreement.

The foregoing opinions are limited to matters involving the Federal laws
of the United States of America and the law of the State of New York, and we do
not express any opinion as to the laws of any other jurisdiction (nor do we
express any opinion as to the applicability to, or the effect upon, the
transactions contemplated by the Credit Agreement of the Federal Communications
Act of 1934, as amended, and the rules and regulations promulgated thereunder
or the policies of the Federal Communications Commission, or any other law
relating to telecommunications).

Exhibit G to Credit Agreement





---



##### 



This opinion letter is, pursuant to Section 5.01(b) of the Credit
Agreement, provided to you by us in our capacity as special New York counsel to
the Administrative Agent and may not be relied upon by any Person for any
purpose other than in connection with the transactions contemplated by the
Credit Agreement without, in each instance, our prior written consent.

Very truly yours,

Exhibit G to Credit AgreementEXHIBIT HCERTIFICATE OF COMPLIANCE
WITH CREDIT AGREEMENTINTELSAT, LTD.This Compliance Certificate is delivered pursuant to clause (c) of Section
6.01 of the Credit Agreement, dated as of December 17, 2003 (as amended,
supplemented and restated or otherwise modified as of the date hereof, the
Credit Agreement), among Intelsat, Ltd., a Bermuda limited liability company
(the Borrower), each of the lenders from time to time party thereto and
Citicorp North America, Inc., as Administrative Agent. Unless otherwise
defined herein or the context otherwise requires, terms used herein or in any
of the attachments hereto have the meanings provided in the Credit Agreement.
Entries on Schedule A hereto relate to the periods referred to in the Credit
Agreement for determination thereof and represent descriptive references only
to the corresponding components set forth in the relevant sections of the
Credit Agreement (and the definitions therein ancillary thereto). This
Certificate relates to the [period of four fiscal quarters] [fiscal year] of
the Borrower ended on      .I, [name, title of chief financial officer or other senior financial
officer] and, as such, a Financial Officer, hereby certify that the information
contained on Schedule A hereto is true and correct and that no Default has
occurred and is continuing [(except for      [describe default in
reasonable detail and the action that the Borrower has taken or proposes to
take with respect thereto])].

|      |  |  |  |     |  |       
|----- |  |  |  | --- |  | ------
|      |  |  |  | By: |  |       
|      |  |  |  |     |  |       
|      |  |  |  |     |  | Name: 
|      |  |  |  |     |  | Title:
|Date: |  |  |  |     |  |       
|      |  |  |  |     |  |       

Exhibit H to Credit Agreement





---



##### 



SCHEDULE A TO COMPLIANCE CERTIFICATE



| |  | For the [period of four fiscal quarters] [fiscal year] ended on
     (the Relevant Period) or, as appropriate, the last
day of the Relevant Period
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

|                         |                                                                                                                                                                                                                                   |  |   |  | 
|------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | 
|Section 7.02(k) Liens    |                                                                                                                                                                                                                                   |  |   | 
|                         |                                                                                                                                                                                                                                   |  |   | 
|                         | Liens not otherwise permitted under
Section 7.02 (a) through (j) (not to
exceed $50,000,000 at any time
outstanding)                                                                                                              |  | $ |  | 
|                         |                                                                                                                                                                                                                                   |  |   | 
|                         |                                                                                                                                                                                                                                   |  |   | 
|Section 7.05 Investments |                                                                                                                                                                                                                                   |  |   | 
|                         |                                                                                                                                                                                                                                   |  |   | 
|                         | (a) Aggregate amount of Investments in
Restricted Subsidiaries in which the
Borrower and its Restricted Subsidiaries
own more than 5% of the Voting Stock but
that are not Wholly Owned Subsidiaries
(not to exceed $500,000,000) |  | $ |  | 
|                         |                                                                                                                                                                                                                                   |  |   | 
|                         |                                                                                                                                                                                                                                   |  |   | 
|                         | (b) Aggregate amount of Investments in
all other Persons in which the Borrower
and its Restricted Subsidiaries own more
than 5% of the Voting Stock (not to exceed
$225,000,000)                                                  |  | $ |  | 
|                         |                                                                                                                                                                                                                                   |  |   | 

Schedule A to Exhibit H to Credit Agreement





---



##### 



-2-

|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |      |  | 
|----------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- |  | -- | - |  | - | ----------- |  |  | --------- |  |  | - | - | ---- |  | 
|Section 7.06 Restricted Payments                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                | (a) The aggregate amount of Restricted
Payments made during the period commencing
on the first day of the first quarter
falling soonest after the Closing Date,
through and including the last day of the
Relevant Period: |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   | $ |      | 
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            | shall not exceed                                                                                               |  |    |   |  |   |             |  |  |           |  |  |   |   |      |  | 
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                | an amount equal to the sum of (x) 50% of                                                                                                                                                                                   |                                                                                                                |  | (x | ) |  | $ |             |  |  |           |  |  |   |   |      | 
|                                                | consolidated net income of the Borrower and its Restricted Subsidiaries for                                                                                                                                                |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |      | 
|                                                | the
Relevant Period
plus (y) $200,000,000                                                                                                                                                                                  |                                                                                                                |  | (y | ) |  | $ | 200,000,000 |  |  |           |  |  |   |   |      | 
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  | (x) + (y) |  |  | $ |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                | (b) The repurchase of equity interests
from directors, officers, consultants and
employees not to exceed $20,000,000 in the
aggregate after the Closing Date                                                               |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   | $ |      | 
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|Section 7.09 Restricted Subsidiary Indebtedness |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                | Not to exceed $25,000,000                                                                                                                                                                                                  |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   | $ |      | 
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|Section 7.10 Certain Financial Covenants        |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                | (a)                                                                                                                                                                                                                        | Leverage Ratio (see calculation
Attachment 1) not to be greater than
[insert relevant maximum permitted
ratio] |  |    |   |  |   |             |  |  |           |  |  |   |   | to 1
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     
|                                                | (b)                                                                                                                                                                                                                        | Interest Coverage Ratio (see calculation
Attachment 2)
not to be less than 3.5 to 1                            |  |    |   |  |   |             |  |  |           |  |  |   |   | to 1
|                                                |                                                                                                                                                                                                                            |                                                                                                                |  |    |   |  |   |             |  |  |           |  |  |   |   |     

Schedule A to Exhibit H to Credit Agreement





---



##### 



| |  |                                                              
| |  | -------------------------------------------------------------
| |  | Attachment 1
(to       /      /       Compliance
Certificate)

LEVERAGE RATIO

|   |  |                          |  |                                                                                                                                                                                       |   |  |   | 
|-- |  | ------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - |  | - | 
|1. |  | Debt for Borrowed Money: |  |                                                                                                                                                                                       | $ | 
|   |  |                          |  |                                                                                                                                                                                       |   |  |   | 
|2. |  | EBITDA:                  |  |                                                                                                                                                                                       |   | 
|   |  |                          |  |                                                                                                                                                                                       |   |  |   | 
|   |  | (a)                      |  | net operating income, before taxes, Interest
Expense, extraordinary or unusual items and income
or loss attributable to equity in unconsolidated
affiliates, for the Relevant Period: |   |  |   | 
|   |  |                          |  |                                                                                                                                                                                       |   |  |   | 
|   |  |                          |  | (Amount of reconciliation from consolidated
financial statements for the Relevant Period (if
any):                                                                                    |   |  |   | 
|   |  |                          |  | $     [above/below] corresponding consolidation)                                                                                                                                      |   |  | $ | 
|   |  |                          |  |                                                                                                                                                                                       |   |  |   | 
|   |  |                          |  | (Amount included
attributable to pro forma adjustments for acquisitions during the Relevant Period (if any): $     )                                                                  |   |  |   | 
|   |  |                          |  |                                                                                                                                                                                       |   |  |   | 
|   |  | (b)                      |  | depreciation, amortization and other non-cash
charges or expenses for the Relevant Period:                                                                                            |   |  |   | 
|   |  |                          |  |                                                                                                                                                                                       |   |  |   | 
|   |  |                          |  | (Amount of reconciliation from consolidated
financial statements for the Relevant Period (if
any):                                                                                    |   |  |   | 
|   |  |                          |  | $     [above/below] corresponding consolidation)                                                                                                                                      |   |  | $ | 
|   |  |                          |  |                                                                                                                                                                                       |   |  |   | 
|   |  |                          |  | (Amount included attributable to pro forma
adjustments for acquisitions during the Relevant
Period (if any): $     )                                                                  |   |  |   | 

Schedule A to Exhibit H to Credit Agreement





---



##### 



|   |  |                                               |  |                                                                                                                      |  |      |   | 
|-- |  | --------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|   |  | (c)                                           |  | amounts received under Telenor Transponder Purchase
Agreement:                                                       |  |      |   | 
|   |  |                                               |  |                                                                                                                      |  |      |   | 
|   |  |                                               |  | (Amount of reconciliation from consolidated
financial statements for the Relevant Period (if
any):                   |  |      | $ | 
|   |  |                                               |  | $     [above/below] corresponding consolidation)                                                                     |  |      |   | 
|   |  |                                               |  |                                                                                                                      |  |      |   | 
|   |  |                                               |  | (Amount included attributable to pro forma
adjustments for acquisitions during the Relevant
Period (if any): $     ) |  |      |   | 
|   |  |                                               |  |                                                                                                                      |  |      |   | 
|   |  | (d)                                           |  | EBITDA: the sum of Items 2(a), 2(b) and 2(c):                                                                        |  |      | $ | 
|   |  |                                               |  |                                                                                                                      |  |      |   | 
|3. |  | Leverage Ratio: ratio of Item 1 to Item 2(d): |  |                                                                                                                      |  | to 1
|   |  |                                               |  |                                                                                                                      |  |      |   | 

Schedule A to Exhibit H to Credit Agreement





---



##### 



| |  |                                                              
| |  | -------------------------------------------------------------
| |  | Attachment 2
(to       /      /       Compliance
Certificate)

INTEREST COVERAGE RATIO

|   |  |                                        |  |                                                                                                                                                                                                                                                    |   |  |   | 
|-- |  | -------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - |  | - | 
|1. |  | EBITDA: See Item 2(d) of Attachment 1: |  |                                                                                                                                                                                                                                                    | $ | 
|   |  |                                        |  |                                                                                                                                                                                                                                                    |   |  |   | 
|2. |  | Interest Expense:                      |  |                                                                                                                                                                                                                                                    |   | 
|   |  |                                        |  |                                                                                                                                                                                                                                                    |   |  |   | 
|   |  | (a)                                    |  | all interest in respect
of Debt for Borrowed
Money (including the
interest component of any
payments in respect of
Attributable Debt)
accrued or capitalized
during the Relevant
Period (whether or not
actually paid during the
Relevant Period): |   |  |   | 
|   |  |                                        |  |                                                                                                                                                                                                                                                    |   |  |   | 
|   |  |                                        |  | (Amount of reconciliation
from consolidated
financial statements for
the Relevant Period (if
any):                                                                                                                                                 |   |  |   | 
|   |  |                                        |  | $     [above/below]
corresponding
consolidation)                                                                                                                                                                                                   |   |  |   | 
|   |  |                                        |  |                                                                                                                                                                                                                                                    |   |  |   | 
|   |  |                                        |  | (Amount included
attributable to pro forma
adjustments for
acquisitions during the
Relevant Period (if any):                                                                                                                                       |   |  |   | 
|   |  |                                        |  | $     )                                                                                                                                                                                                                                            |   |  | $ | 
|   |  |                                        |  |                                                                                                                                                                                                                                                    |   |  |   | 
|   |  | (b)                                    |  | all interest
actually paid-in-kind during the Relevant Period:                                                                                                                                                                                     |   |  |   | 
|   |  |                                        |  |                                                                                                                                                                                                                                                    |   |  |   | 
|   |  |                                        |  | (Amount of reconciliation
from consolidated
financial statements for
the Relevant Period (if
any):                                                                                                                                                 |   |  |   | 
|   |  |                                        |  | $     [above/below]
corresponding
consolidation)                                                                                                                                                                                                   |   |  |   | 
|   |  |                                        |  |                                                                                                                                                                                                                                                    |   |  |   | 
|   |  |                                        |  | (Amount included
attributable to pro forma
adjustments for
acquisitions during the
Relevant Period (if any):                                                                                                                                       |   |  |   | 
|   |  |                                        |  | $     )                                                                                                                                                                                                                                            |   |  | $ | 

Schedule A to Exhibit H to Credit Agreement





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##### 



|   |  |                                                     |  |                                                                                                                                                                                                             |  |      |   | 
|-- |  | --------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|   |  | (c)                                                 |  | the net amount payable
(or minus the net amount
receivable) under Hedging
Agreements relating to
interest during the
Relevant Period (whether
or not actually paid or
received during the
Relevant Period): |  |      |   | 
|   |  |                                                     |  |                                                                                                                                                                                                             |  |      |   | 
|   |  |                                                     |  | (Amount of reconciliation
from consolidated
financial statements for
the Relevant Period (if
any):                                                                                                          |  |      |   | 
|   |  |                                                     |  | $     [above/below]
corresponding
consolidation)                                                                                                                                                            |  |      |   | 
|   |  |                                                     |  |                                                                                                                                                                                                             |  |      |   | 
|   |  |                                                     |  | (Amount included
attributable to pro forma adjustments for acquisitions during the Relevant Period (if any):
$     )                                                                                        |  |      | $ | 
|   |  |                                                     |  |                                                                                                                                                                                                             |  |      |   | 
|   |  | (d)                                                 |  | interest income for the
Relevant Period (but only
to the extent not
included in the
determination of EBITDA
for the Relevant Period):                                                                       |  |      |   | 
|   |  |                                                     |  |                                                                                                                                                                                                             |  |      |   | 
|   |  |                                                     |  | (Amount of reconciliation
from consolidated
financial statements for
the Relevant Period (if
any):                                                                                                          |  |      |   | 
|   |  |                                                     |  | $     [above/below]
corresponding
consolidation)                                                                                                                                                            |  |      |   | 
|  
|   |  |                                                     |  | (Amount included
attributable to pro forma
adjustments for
acquisitions during the
Relevant Period (if any):                                                                                                |  |      |   | 
|   |  |                                                     |  | $     )                                                                                                                                                                                                     |  |      | $ | 
|   |  |                                                     |  |                                                                                                                                                                                                             |  |      |   | 
|   |  | (e)                                                 |  | Interest Expense: the
sum of Item 2(a) minus
Item 2(b) plus or minus
as appropriate Item 2(c)
minus Item 2(d):                                                                                              |  |      | $ | 
|   |  |                                                     |  |                                                                                                                                                                                                             |  |      |   | 
|3. |  | Interest Coverage Ratio: ratio of Item 1 to Item 2: |  |                                                                                                                                                                                                             |  | to 1
|   |  |                                                     |  |                                                                                                                                                                                                             |  |      |   | 

Schedule A to Exhibit H to Credit Agreement





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##### 



EXHIBIT I

Health Report for the Intelsat [designation] Satellite

[   ], the undersigned Financial Officer, does hereby certify that:



| | 1.  |  | This satellite health report is applicable
      to the above-referenced satellite and is being delivered to Citicorp North
      America, Inc., as Administrative Agent under the Credit Agreement, dated
      as of December 17, 2003, among Intelsat, Ltd., the Lenders party thereto
      and the Administrative Agent (the Credit Agreement), pursuant
      to Section 6.01(f) of the Credit Agreement. Capitalized terms used
      and not otherwise defined herein shall have the meanings in the Credit Agreement.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2.  |  | This report pertains to the Intelsat [designation]
      satellite for the period [date] to [date].                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 3.  |  | Attached is a report as to the operational
      status of the satellite, as of the date of the report, to the best of the
      Borrowers knowledge after due inquiry. The report sets forth the status
      of the satellite subsystems, including descriptions of all significant anomalies
      that have occurred and a table showing design and remaining redundancies,
      including, at a minimum, the operational status of the following subsystems:                                                             
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a) |  | attitude and orbit control subsystem;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (b) |  | propulsion subsystem, including estimates of
      the remaining orbital maneuver life;                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (c) |  | communications (payload) subsystem (including
      telemetry, tracking and commanding RF equipment);                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (d) |  | electric power subsystem, including:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |  | -
        solar array power margins through the orbital maneuver life of the satellite,
        and                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |     |  | -
        battery power margins through the orbital maneuver life of the satellite;                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (e) |  | data handling subsystem (including telemetry,
      tracking and commanding baseband);                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (f) |  | thermal subsystem; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (g) |  | mechanical subsystem.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Exhibit I to Credit Agreement





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##### 



IN WITNESS WHEREOF, the undersigned Financial Officer has hereunto set
[his/her] hand this      day of      .

| |  |     |  |       
| |  | --- |  | ------
| |  | By: |  |       
| |  |     |  |       
| |  |     |  | Name: 
| |  |     |  | Title:

Exhibit I to Credit Agreement





---



##### 



SCHEDULE A
TO EXHIBIT I

Operational Status Report

Schedule A to Exhibit I to Credit Agreement