INTELSAT SATELLITE AND GROUND OPERATIONS AGREEMENT. From the period commencing on the date hereof and ending on the 60th day after the Closing Date, the Company will negotiate with Intelsat in good faith with regard to the terms and conditions on which the Company would be willing (subject to consummation of the Closing), to enter into one or more agreements with Intelsat regarding the provision of services to the Company related to satellite and ground segment operations and management of satellite construction and launch programs and missions. In that connection, the parties acknowledge that (i) the Company is a party to certain existing agreements with third parties with respect to some or all of the services that Intelsat wishes to provide to the Company, (ii) nothing in this Agreement is intended to induce the Company to breach or abrogate any third party agreement and (iii) the Company will consider the existing terms and conditions of all such third party agreements, including without limitation termination provisions, penalties and buy-out clauses, in connection with the Company's evaluation of any offer by Intelsat with respect to satellite and ground operation services. If such negotiations do not result in execution of a definitive agreement between the Company and Intelsat with respect to any such services, then the Company shall not enter into any new agreement for satellite and ground operation services, or exercise any optional renewal rights with respect to an existing third party agreement for such services, unless Intelsat shall have previously failed to accept the Company's offer to enter into an agreement for such services on terms and conditions that were not, in the aggregate, more favorable to the Company than the terms of such third party agreement or renewal.