**Exhibit 2.12**

 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 3, 2005, among Intelsat, Ltd., acompany organized under the laws of Bermuda (the “Co-obligor”), Intelsat (Bermuda), Ltd., a company organized under the laws of Bermuda and the company resulting from the Amalgamation (as defined below) (the“Successor”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”). 

 

W I T N E S S E T H : 

 

WHEREAS Zeus Special Subsidiary Limited, a company organized under the lawsof Bermuda (the “Issuer”) and the Co-obligor, have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of February 11, 2005,providing for the issuance of the Issuer’s 91⁄4% Senior Discount Notes due 2015 (the “Notes”), in the aggregate principal amount at maturity of $478,700,000; 

 

WHEREAS immediately prior to the Amalgamation Intelsat (Bermuda), Ltd. transferred its assets and liabilities to IntelsatSubsidiary Holding Company, Ltd. in connection with the Transfer Transactions; 

 

WHEREAS, concurrently herewith, the Issuer has amalgamated with Intelsat (Bermuda), Ltd., with the resulting entity being the Successor (the “Amalgamation”); 

 

WHEREAS Section 5.01 of the Indenture expressly permits the Amalgamation inconnection with the Transfer Transactions; 

 

WHEREAS, priorhereto or concurrently herewith, the Transfer Transactions have been consummated; 

 

WHEREAS the Successor desires to execute and deliver to the Trustee a supplemental indenture pursuant to which the Successor evidences that it expressly assumes all of the obligations of the Issuer under the Indentureand the Notes on the terms and conditions set forth herein; 

 

WHEREAS the Successor is organized under the laws of Bermuda and the Issuer is organized under the laws of Bermuda; 

 

WHEREAS the Indenture provides that in connection with the Amalgamation and this Supplemental Indenture, the Issuer shall have delivered to the Trustee anOfficers’ Certificate and an Opinion of Counsel, and such Officers’ Certificate and Opinion of Counsel have been delivered to the Trustee on the date hereof; 

 

WHEREAS pursuant to Section 5.02 of the Indenture, concurrently with the Amalgamation in accordance with or permitted bySection 5.01 of the Indenture, the Successor shall succeed to and be substituted for, and may exercise every right and power of, the Issuer under the Indenture with the same effect as if such Successor has been named as the Issuer in the Indenture,and the Issuer shall thereby be released of its obligations under the Indenture and the Notes; and 

WHEREAS pursuant to Section 9.01 of the Indenture, the Issuer, the Co-obligor and the Trustee areauthorized to execute and deliver this Supplemental Indenture; 

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Successor and the Trustee mutually covenant and agree for the equal and ratablebenefit of the holders of the Notes as follows: 

 

1. DefinedTerms. As used in this Supplemental Indenture, capitalized terms defined in the Indenture and not otherwise defined herein have the meanings assigned such terms in the Indenture. The words “herein,” “hereof” and hereby andother words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

 

2. Agreement to Assume Obligations. The Successor hereby agrees to assume the Issuer’s obligations under the Indenture and the Notes on theterms and subject to the conditions set forth in the Indenture and the Notes, and succeed to and be substituted for, and may exercise every right and power of, the Issuer under the Indenture and the Notes with the same effect as if such Successorhas been named as the Issuer in the Indenture and the Notes, and the Issuer shall thereby be released of its obligations under the Indenture and the Notes. 

 

3. Notices. All notices or other communications to the Successor shall be given and addressed as provided in Section 11.02 of the Indenture.

 

4. Ratification of Indenture; Supplemental Indentures Partof Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a partof the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

 

5. Governing Law. **THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.**

 

6. Trustee Makes No Representation. The Trustee makesno representation as to the validity or sufficiency of this Supplemental Indenture. 

 

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

 

8. Effect of Headings. The Section headings herein are for convenienceonly and shall not effect the construction thereof. 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as ofthe date first above written. 

 

INTELSAT (BERMUDA), LTD.

By:
    
Name:
  
Title:

INTELSAT, LTD.

By:
    
Name:
  
Title:

 

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WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

By:
    
Name:
  
Title:

 

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