Restructuring Charges means all charges, accruals, reserves, costs and expenses
caused by or attributable to (a) any restructuring, relocation, reconfiguration, conversion, consolidation, closure, start-up, integration, termination, cost saving initiative, business optimization or
transition of any business, facility, function, product, equipment or other asset or property or in respect of any acquisition, disposition or other transaction, (b) any recruiting, signing, retention or completion bonus or severance,
relocation, restructuring or curtailment costs in each case for any future, current or former officers, directors, employees, managers, consultants or independent consultants or (c) any modifications to pension and post-retirement benefit plans
Retained Declined Proceeds has the meaning assigned to such term in Section 4.10(e).
Rule 144A means Rule 144A under the Securities Act.
Rule 144A Certificate means (i) a certificate substantially in the form of Exhibit G hereto or (ii) a written certification
addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment
discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc., and any successor to its rating
Sale/Leaseback Transaction means an arrangement relating to property now owned or hereafter acquired by the
Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person (other than the Company or any of its Subsidiaries) in contemplation of leasing and the Company or a Restricted Subsidiary leases
it from such Person.
Satellite means any satellite owned by or leased to the Company or any of its Restricted Subsidiaries and
any satellite purchased by the Company or any of its Restricted Subsidiaries pursuant to the terms of a satellite purchase agreement with the prime contractor and manufacturer of such Satellite relating to the manufacture, testing and delivery of
such satellite, whether such satellite is in the process of manufacture, has been delivered for launch or is in orbit (whether or not in operational service).
Satellite Project means any of the following activities: (a) purchasing, acquiring, designing, developing,
procuring, constructing, manufacturing, managing, launching, testing, operating, insuring and commercializing any satellite; (b) purchasing, acquiring, procuring, leasing, managing and operating capacity, bandwidth, beams, transponders or
threads or other rights of use on one or more satellites; (c) purchasing, acquiring, designing, developing, procuring, constructing, manufacturing, managing, testing, operating, maintaining, insuring,