**Exhibit 10.69**

**AMENDMENT TO**

**CLASS A RESTRICTED SHARE AGREEMENT**

**(Rollover Restricted Shares)**

This Amendment to Class A Restricted Share Agreement (this “Amendment”) is entered into as of December 7, 2009, by and between Intelsat Global, Ltd. (the“Company”) and Phillip L. Spector (the “Employee”). 

WHEREAS, the Company and the Employeeentered into that certain Class A Restricted Share Agreement dated as of May 6, 2009, by and between the Company and the Employee (the “Class A Agreement”); and 

WHEREAS, the Company and the Employee desire to amend certain terms of the Class A Agreement as hereinafter provided. 

NOW, THEREFORE, in consideration of the foregoing recitals, and in consideration of the mutual promises and covenants set forth below, theCompany and the Employee hereby agree as follows: 

1. Capitalized terms used but not otherwise defined herein shall have the meanings assignedto such terms in the Class A Agreement. 

2. The first sentence of Section 8(b) of the Class A Agreement is hereby amended andrestated as follows: 

“Shareholders of Class A Restricted Shares shall, except in the case of a Class A ShareDistribution (as defined below), be entitled to receive their percentage interest of all Distributions (received after the time of the Company’s migration to Luxembourg) paid to shareholders until each shareholder of Class A Sharesreceives Distributions (received after the time of the Company’s migration to Luxembourg) equal to their Paid-in-Capital (as defined below), and, thereafter, the holders of Class B Shares and holders of Class A Shares shall be entitled toreceive Distributions ratably based upon the proportionate number of outstanding common shares of the Company held by each such shareholder; at the time of any Distribution of Class A Shares to the holders of Class A Shares (a“Class A Share Distribution”), the Company shall simultaneously make a Class B Share distribution to the holders of Class B Shares in an amount necessary to maintain the proportion of Class A Shares to Class B Shares in effectas of the date of such Class A Share Distribution.” 

3. Notwithstanding anything to the contrary in the Class A Agreement, andfor the avoidance of doubt, the parties acknowledge and agree that (a) any distribution of Class A Shares in connection with a stock split or in connection with a stock dividend having the effect of a stock split (including, withoutlimitation, any Class A Shares issued in connection with the recapitalization related to the Company’s migration to Luxembourg) shall not constitute a “Distribution” for purposes of the Class A Agreement, and (b) as ofthe date hereof, no Distributions have been made to the holders of the Class A Shares. 

 

4. Except as amended above, the terms, conditions and provisions of the Class A Agreement shall remainunchanged and shall continue in full force and effect. 

5. This Amendment may be executed in several counterparts, each of which shall bedeemed an original, but all of which together shall constitute the same instrument. 

[Signature page follows] 

 

2 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first abovewritten. 

 

**INTELSAT GLOBAL, LTD.**

By:
 
 
 
Name:
 
 
 
Title:
 
 
**EMPLOYEE**
 

 

Phillip L. Spector

**[SIGNATURE PAGETO AMENDMENTTO CLASS A RESTRICTED SHAREAGREEMENT]**