Form of Exchange Agent Agreement.



 Exhibit 4.12 
  
 [FORM OF EXCHANGE AGENT AGREEMENT] 
  
                     , 200_ 
  
 Wells Fargo Bank, National Association 
 Attn: Corporate Trust Services

 213 Court Street, Suite 703 
 Middletown, CT 06457 

 
 Ladies and Gentlemen: 
  
 Intelsat Subsidiary Holding Company, Ltd., a Bermuda corporation (the “Company”), proposes to make an offer (the
“Exchange Offer”) to exchange up to $1,000,000,000 principal amount of its Floating Rate Senior Notes due 2012 (CUSIP No.            ), $875,000,000 principal amount of its
8 1/4 Senior Notes due 2015 (CUSIP
No.            ) and $675,000,000 principal amount of its 8 5/8 Senior Notes due 2015 (CUSIP No.            ) (collectively, the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the
“Securities Act”) for a like principal amount, respectively, of its outstanding Floating Rate Senior Notes due 2012 (CUSIP Nos. 45820E AJ 1 and G4803J AD 4), its outstanding 8 1/4 Senior Notes due 2013 (CUSIP Nos. 45820E AK 8 and G4803J AE 2) and its outstanding 8 5/8 Senior Notes due 2015 (CUSIP Nos. 45820E AL 6 and G4803J AF 9) (collectively, the “Old Notes”). The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus, dated                     , 200_ (the “Prospectus”), included in the Company’s
Registration Statement on Form S-4, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission. The Old Notes and the New Notes are collectively referred to herein as the “Securities.”

  
 The Company hereby appoints Wells
Fargo Bank, National Association as the exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” refer to Wells Fargo Bank, National Association, in its capacity as Exchange
Agent. 
  
 The Exchange Offer is expected to be commenced by the
Company on or about                     , 200_. The Letter of Transmittal, the Notice of Guaranteed Delivery, the Letter to Registered
Holders, the Letter to Depository Trust Company Participants, the Letter to Clients and the Instructions to Registered Holder from Beneficial Owner (collectively, the “Tender Documents”) accompanying the Prospectus (or in the case of
book-entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Notes to accept the Exchange Offer and contains instructions with respect to
the delivery of certificates for Old Notes tendered in connection therewith. 
  
 The Exchange Offers will expire at 5:00 p.m., New York City time, on                     , 200_ or on such
subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from
time to time and may extend the Exchange Offer by giving oral or written notice to you and by notifying in writing or by public announcement the registered holders of the Old Notes, before 9:00 a.m., New York City time, on the business day following
the previously scheduled Expiration Date. 









 The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for
exchange any Old Notes not therefore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption “The Exchange Offer-Conditions to the Exchange Offer.” The Company
will give written notice of any amendment, termination or nonacceptance to you as promptly as practicable. 
  
 In carrying out your duties as Exchange Agent, you are to act in accordance with the following: 
  
 1. You shall perform such duties and only such duties as are specifically set
forth in the section of the Prospectus entitled “The Exchange Offer” or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.

  
 2. You shall establish book-entry accounts in accordance with
SEC regulations with respect to each of the Old Notes at The Depository Trust Company (the “Book Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial
institution that is a participant in the Book Entry Transfer Facility’s systems may, until the Expiration Date, make book-entry delivery of the Old Notes by causing the Book Transfer Facility to transfer such Old Notes into the appropriate
account in accordance with the Book Entry Transfer Facility’s procedure for such transfer. 
  
 3. You shall examine each of the Letters of Transmittal and certificates for the Old Notes (or confirmation of book-entry transfer into the accounts at
the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Notes to ascertain whether: (1) the Letters of Transmittal and any such other documents are duly executed and properly completed
in accordance with the instructions set forth therein; and (2) the Old Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the
certificates for Old Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the applicable Exchange Offer exists, you shall make commercially reasonable efforts to inform the presenters of the need
for fulfillment of all requirements and to take any other action as may be commercially reasonable to cause such irregularity to be corrected. 
  
 4. With the written approval of the President or Chief Financial Officer (the “Executive Officers”) of the Company, or any other party
designated in writing by such an officer, you may waive any irregularities in connection with any tender of Old Notes pursuant to the Exchange Offer. 
  
 5. Tenders of Old Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned “The Exchange Offer
— Procedures for Tendering your Original Notes,” and Old Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein. 
  
 6. You shall advise the Company with respect to any Old Notes received
subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Notes. 
  

 2 








 7. You shall accept tenders: 
  
 a. in cases where the Old Notes are registered in two or more names only if signed by all named holders;

  
 b. in cases where the signing person (as
indicated in the Letter of Transmittal) is acting in a fiduciary or a representative capacity only if proper evidence of his or her authority so to act is submitted; and 
  
 c. from persons other than the registered holder of Old Notes, only if customary transfer requirements,
including payment of any applicable transfer taxes, are fulfilled. 
  
 8. You shall accept partial tenders of Old Notes where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Notes to the registrar for separation and return any untendered Old Notes to the holder (or
such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer. 
  
 9. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company shall notify you in writing of its acceptance, promptly after
the Expiration Date, of all Old Notes properly tendered and you, on behalf of the Company, shall exchange such Old Notes for New Notes, and cause such Old Notes to be cancelled. Delivery of New Notes shall be made on behalf of the Company by you at
the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered promptly after receiving written notice of acceptance of said Old Notes by the Company; provided, however, that in all cases, Old
Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Notes (or confirmation of book entry transfer into the accounts at the Book Entry Transfer Facility), and a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents or an agent’s message (as such term is defined in the Prospectus) in the case of
book-entry transfer. You shall issue New Notes only in denominations of $1,000 or any integral multiple thereof. 
  
 10. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. 
  
 11. The Company is not required to exchange any Old Notes tendered if any of the conditions set forth in the Exchange Offer are not met. Written notice of
any decision by the Company not to exchange any Old Notes tendered shall be given by the Company to you. 
  
 12. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Notes tendered because of an invalid tender, the
occurrence of certain other events set forth in the Prospectus under the caption “The Exchange Offer-Conditions of the Exchange Offer” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer
return those certificates for unaccepted Old Notes (or effect appropriate 

  

 3 








 
book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the person
who deposited them. 
  
 13. You shall forward all certificates for
reissued Old Notes, unaccepted Old Notes or for New Notes by first-class mail. 
  
 14. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders. 
  
 15. As Exchange Agent hereunder you: 
  
 a. are not liable for any action or omission to act in
connection with this Exchange Agent Agreement unless the same constitutes your gross negligence, willful misconduct or bad faith; 
  
 b. have no duties or obligations other than those specifically set forth herein or incorporated herein from the Prospectus or as may be
subsequently agreed to in writing between you and the Company; 
  
 c. are regarded as making no representations as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Notes represented thereby deposited with you pursuant to the Exchange Offer, and
will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer; 
  
 d. are not obligated to take any legal action hereunder which might in your judgment involve any expense or liability unless you have been
furnished with a commercially reasonable indemnity; 
  
 e. may conclusively rely on and are protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or securities delivered to you and reasonably believed by you to be genuine and to
have been signed or presented by the proper person or persons; 
  
 f. may act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the
truth and accuracy of any information contained therein, which you in good faith believe to be genuine and to have been signed or presented by the proper person or persons; 
  
 g. may conclusively rely on and are protected in acting upon written instructions from any Executive Officer
of the Company; 
  
 h. may consult with counsel
of your selection with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be
taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and 
  

 4 








 i. shall not advise any person tendering Old Notes pursuant to the Exchange Offer as to
the wisdom of making such tender or as to the market value or decline or appreciation in market values of any Old Notes. 
  
 16. You shall take such action as may from time to time be requested by the Company (and such other action as you may deem appropriate) to furnish copies
of the Prospectus, Letter of Transmittal and Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with
telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such
documents on your request. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attn: Chief Financial Officer. 
  
 17. You shall advise by facsimile transmission the Company ((202) 944-7440), Attn: Phillip L. Spector, Esq., Assistant Secretary) and such other person or
persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date if requested) up to and including the Expiration Date, as to the number of Old Notes which have been rendered pursuant to the
Exchange Offer and the items received by you pursuant to this Exchange Agent Agreement, separately reporting and giving cumulative totals as to each items properly received and items improperly received. In addition, you shall also inform, and
cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation will include, without
limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiation Date the Company
shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Notes tendered, the
aggregate principal amount of Old Notes accepted, and deliver said list to the Company. 
  
 18. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you
for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company.

  
 19. For services rendered as Exchange Agent hereunder, you
shall be entitled to such compensation as set forth on Schedule I attached hereto. The provisions of this section shall survive the termination of this Exchange Agent Agreement. 
  
 20. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Any inconsistency between this Exchange
Agent Agreement, on the one hand, and the Prospectus and the Letters of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the Letter of Transmittal or Prospectus, except with respect to your
duties, liabilities and indemnification as Exchange Agent. 
  

 5 








 21. The Company covenants and agrees to fully indemnify and hold you harmless against any and all loss,
liability, reasonable cost or expense, including reasonable attorneys’ fees and expenses, incurred without gross negligence or willful misconduct or bad faith on your part, arising out of or in connection with any act, omission, delay or
refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender
or effecting any transfer of Old Notes reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Notes. The Company shall be entitled to participate at
its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such
suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Company retains counsel reasonably satisfactory to you to defend such suit, and so long as there is no conflict of
interest that exists between you and the Company. The provisions of this section shall survive the termination of this Exchange Agent Agreement. 
  
 22. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification
Numbers, and shall file any appropriate reports with the Internal Revenue Service, as directed in writing by the Company. 
  
 23. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of
the exchange of Old Notes, the Company’s check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at
such time as such refund is received by you. 
  
 24. This Exchange
Agent Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York, and without regard to conflict of law principles, and shall inure to the benefit of, and the
obligations crested hereby shall be binding upon, the successors and assigns of each of the parties hereto. 
  
 25. This Exchange Agent Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together
shall constitute one and the same agreement. 
  
 26. In case any
provision of this Exchange Agent Agreement is invalid, illegal or unenforceable due validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 27. This Exchange Agent Agreement is not deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Exchange Agent Agreement may not be modified orally. 
  

 6 








 28. Unless otherwise provided herein all notices, requests and other communications to any party
hereunder shall be in writing (including, facsimile or similar writing) and shall be given to such party, addressed to it at its address or telecopy number set forth below: 
  
 If to the Company: 
  
 Intelsat Subsidiary Holding Company, Ltd. 
 Wellesley House North, 2nd Floor 
 90 Pitts Bay Road 
 Pembroke HM 08, Bermuda

 Facsimile: 
 Attention: Conny
Kullman 
  
 with copy to: 
  
 Intelsat Subsidiary Holding Company, Ltd. 
 3400 International Drive, N.W. 
 Washington,
D.C. 20008-3006 
 Fax: 202-944-7440 
 Attn: Phillip L. Spector, Assistant Secretary 
  
 If to the Exchange
Agent: 
  
 Wells Fargo Bank, National Association 
 213 Court Street, Suite 703 
 Middletown, CT
06457 
 Facsimile: (860) 704-6219 
 Attention: Joseph P. O’Donnell 
       Corporate Trust Services 
  
 29. Unless terminated earlier by the parties hereto, this Exchange Agent
Agreement shall terminate 90 days following the Expiration date. Notwithstanding the foregoing, Sections 19 and 21 shall survive the termination of this Exchange Agent Agreement. Upon any termination of this Exchange Agent Agreement, you shall
promptly deliver to the Company any certificates for Securities, funds or property then held by you as Exchange Agent under this Exchange Agent Agreement. 
  
 [Remainder Of This Page Is Intentionally Left Blank] 
  

 7 








 IN WITNESS WHEREOF, each or the parties has caused this Exchange Agent Agreement to be executed on its
behalf by its officers thereunto duly authorized, all as of the date first above written. 
  

			
	INTELSAT SUBSIDIARY HOLDING
	COMPANY, LTD.
		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, AS EXCHANGE AGENT
		
	By:	 	 
	Name:	 	JOSEPH P. O’DONNELL
	Title:	 	Vice President











 SCHEDULE I1 
  

				
	 Service

	  	 Fee
 (per issue)


	 Exchange Agent
	  	$	                     
	 Total
	  	$	                    



	1	Please fill out. 

  

 I-1