Exhibit 10.2


 


 


 


PARENT GUARANTEE AND U.S. PLEDGE AGREEMENT


 


dated and effective as of


 


November 2, 2004,


 


between



NEW SKIES SATELLITES B.V.


 


and


 


DEUTSCHE BANK AG, NEW YORK BRANCH,

as Collateral Agent


 





















 


PARENT
GUARANTEE AND U.S. PLEDGE AGREEMENT dated and effective as of November 2,
2004 (this “Agreement”), between NEW SKIES SATELLITES B.V., a private
company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) organized under the
laws of The Netherlands (“Parent”), and DEUTSCHE BANK AG, NEW YORK
BRANCH, as Collateral Agent (in such capacity, the “Collateral Agent”)
for the Secured Creditors (as defined below).


 


Reference is
made to the Credit Agreement dated as of November 2, 2004 (as amended,
supplemented, waived, refinanced or otherwise modified from time to time, the “Credit
Agreement”), among NEW SKIES HOLDING B.V., a private company with limited
liability (besloten vennootschap met
beperkte aansprakelijkheid) organized under the laws of
The Netherlands (“Holdings”), Parent, certain subsidiaries of
Parent from time to time party thereto as a borrower under the Revolving
Facility provided for therein (in such capacity, the “Subsidiary Revolving
Borrowers”), the Lenders party thereto from time to time (the “Lenders”),
DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in such capacity,
the “Administrative Agent”) and as Collateral Agent for the Lenders, ABN
AMRO BANK N.V., as syndication agent and DEUTSCHE BANK SECURITIES INC. and ABN
AMRO INCORPORATED, as joint lead arrangers and joint book running managers.


 


The
obligations of the Lenders to extend credit under the Credit Agreement are conditioned
upon, among other things, the execution and delivery of this Agreement.  Parent is a parent, direct or indirect, of
the Subsidiary Revolving Borrowers, if any (collectively, the “Specified
Borrowers”), will derive substantial benefits from the extension of credit
to itself and the Specified Borrowers pursuant to the Credit Agreement and is
willing to execute and deliver this Agreement in order to induce the Lenders to
extend such credit.  Accordingly, the
parties hereto agree as follows:


 


ARTICLE I.


 


Definitions


 


SECTION 1.01 
Credit Agreement.  (a)  Capitalized terms used in this
Agreement and not otherwise defined herein have the respective meanings
assigned thereto in the Credit Agreement. 
All terms defined in the New York UCC (as defined herein) and not
defined in this Agreement have the meanings specified therein.


 


(b)                                 The
rules of construction specified in Section 1.02 of the Credit Agreement also
apply to this Agreement.


 


SECTION 1.02 
Other Defined Terms.  As used in this Agreement, the following
terms have the meanings specified below:


 


“Administrative
Agent” has the meaning assigned to such term in the preliminary statement
of this Agreement.


 


“Agreement
Termination Date” has the meaning assigned to such term in Section 6.15.


 





















 


“Applicable
Securities Laws” has the meaning assigned to such term in Section 4.03.


 


“Collateral”
has the meaning assigned to such term in Section 3.01.


 


“Collateral
Agent” has the meaning assigned to such term in the preliminary statement
of this Agreement.


 


“Credit
Agreement” has the meaning assigned to such term in the preliminary
statement of this Agreement.


 


“Federal
Securities Laws” has the meaning assigned to such term in
Section 4.03.


 


“Guaranteed
Creditor” means each Creditor to the extent it holds Guaranteed
Obligations.


 


“Guaranteed
Obligations” means all Obligations owing by each of the Specified
Borrowers.


 


“Lenders”
has the meaning assigned such term in the preliminary statement of this
Agreement.


 


“Loan
Document Obligations” means (a) the due and punctual payment by each
Borrower of (i) the unpaid principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans made to such Borrower, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by such Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) and obligations to provide cash collateral and
(iii) all other monetary obligations of such Borrower to any of the Secured
Parties under the Credit Agreement and each of the other Loan Documents (other
than this Agreement), including obligations to pay fees, expense and reimbursement
obligations and indemnification obligations, whether primary, secondary,
direct, contingent, fixed or otherwise (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) and
(b) the due and punctual performance of all other obligations of each Borrower
under or pursuant to the Credit Agreement and each of the other Loan Documents
(other than this Agreement).


 


“New York
UCC” means the Uniform Commercial Code as from time to time in effect in
the State of New York.


 


“Noticed
Event of Default” means any Event of Default as to which the Administrative
Agent has given Parent written notice that (i) such Event of Default
constitutes a Noticed Event of Default and (ii) to the extent such notice may
be given without violation of applicable law, the Collateral Agent intends, as
a result of such Event of Default (alone or among


 


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others), to exercise its
remedies hereunder, provided that an Event of Default under Section 7.01(h) or
(i) of the Credit Agreement shall in any event constitute a Noticed Event of
Default.


 


“Obligations”
means (a) the Loan Document Obligations, (b) the due and punctual
payment and performance of all obligations of Parent owing to the Secured
Creditors under and pursuant to this Agreement, (c) the due and punctual
payment and performance of all obligations of each Borrower under each Swap
Agreement that (i) is in effect on the Closing Date with a counterparty that is
a Lender or an Affiliate of a Lender as of the Closing Date or (ii) is entered
into after the Closing Date with any counterparty that is a Lender or an
Affiliate of a Lender at the time such Swap Agreement is entered into, and (d)
the due and punctual payment and performance of all obligations of each
Borrower and any of its subsidiaries in respect of overdrafts and related liabilities
owed to a Lender or any of its Affiliates and arising from cash management
services (including treasury, depository, overdraft, credit or debit card,
electronic funds transfer and other cash management arrangements).


 


“Permitted
Liens” means Liens permitted under Section 6.02 of the Credit Agreement.


 


“Pledged
Securities” means any stock certificates or other certified securities, now
or hereafter included in the Collateral, including all certificates,
instruments or other documents representing or evidencing any Collateral.


 


“Pledged
Stock” has the meaning assigned to such term in Section 3.01.


 


“Secured
Creditors” means (a) the Lenders (and any Affiliate of a Lender to
which any obligation referred to in clause (d) of the definition of the term “Obligations”
is owed), (b) the Administrative Agent and the Collateral Agent,
(c) each Issuing Bank, (d) each counterparty to any Swap Agreement
entered into with a Borrower the obligations under which constitute
Obligations, (e) the Lenders (and any Affiliates thereof) that are
beneficiaries of indemnification obligations undertaken by any Borrower under
any Loan Document and (f) the successors and permitted assigns of each of
the foregoing.


 


“Specified
Borrowers” has the meaning assigned to such term in the preliminary
statement of this Agreement.


 


ARTICLE II.


 


Guarantee


 


SECTION
2.01  Guarantee.  Parent unconditionally guarantees, as a
primary obligor and not merely as a surety, the due and punctual payment and performance
of the Guaranteed Obligations.  Parent
further agrees that the Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and that it will
remain bound upon its guarantee notwithstanding any extension or renewal of any
Guaranteed Obligation.  Parent waives
presentment to, demand of payment from and protest to any Borrower of any of
the Guaranteed Obligations, and also waives notice of acceptance of its
guarantee and notice of protest for nonpayment.


 


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SECTION 2.02 
Guarantee of Payment.  Parent further agrees that its guarantee
hereunder constitutes a guarantee of payment when due and not of collection,
and waives any right to require that any resort be had by the Collateral Agent
or any other Guaranteed Creditor to any security held for the payment of the
Guaranteed Obligations or to any balance of any deposit account or credit on
the books of the Collateral Agent or any other Guaranteed Creditor in favor of
any Borrower or any other person.


 


SECTION 2.03  No Limitations, etc.  (a)  Except for termination of
Parent’s obligations hereunder as expressly provided for in Section 6.15 or
a contravention of applicable law, the obligations of Parent hereunder shall
not be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or compromise,
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the foregoing,
the obligations of Parent hereunder shall not be discharged or impaired or
otherwise affected by:


 


(i)                                     the
failure of any Agent or any other Guaranteed Creditor to assert any claim or
demand or to exercise or enforce any right or remedy under the provisions of
any Loan Document or otherwise;


 


(ii)                                  any
rescission, waiver, amendment or modification of, or any release from any of
the terms or provisions of, any Loan Document or any other agreement;


 


(iii)                               the
failure to perfect any security interest in, or the exchange, substitution,
release or any impairment of, any security held by the Collateral Agent or any
other Guaranteed Creditor for the Guaranteed Obligations;


 


(iv)                              any
default, failure or delay, willful or otherwise, in the performance of the Obligations;


 


(v)                                 any
other act or omission that may or might in any manner or to any extent vary the
risk of Parent or otherwise operate as a discharge of Parent as a matter of law
or equity (other than the indefeasible payment in full in cash of all the
Guaranteed Obligations);


 


(vi)                              any
illegality, lack of validity or enforceability of any Guaranteed Obligation;


 


(vii)                           any
change in the corporate existence, structure or ownership of any Loan Party, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting
any Loan Party or its assets or any resulting release or discharge of any
Guaranteed Obligation;


 


(viii)                        the
existence of any claim, set-off or other rights that Parent may have at any
time against any Loan Party, any Agent, or any other corporation or person,
whether in connection herewith or any unrelated transactions, provided that
nothing herein will prevent the assertion of any such claim by separate suit or
compulsory counterclaim;


 


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(ix)                                any
law, regulation, decree or order of any jurisdiction, or any other event, affecting
any term of any Guaranteed Obligation or the Collateral Agent’s rights with
respect thereto, including, without limitation:


 


(A)                              the
application of any such law, regulation, decree or order, including any prior
approval, which would prevent the exchange of a foreign currency for Dollars or
such other currency in which any of the Guaranteed Obligations are due, or the
remittance of funds outside of such jurisdiction or the unavailability of
Dollars or such other currency in any legal exchange market in such jurisdiction
in accordance with normal commercial practice; or


 


(B)                                a
declaration of banking moratorium or any suspension of payments by banks in
such jurisdiction or the imposition by such jurisdiction or any governmental
authority thereof of any moratorium on, the required rescheduling or
restructuring of, or required approval of payments on, any indebtedness in such
jurisdiction; or


 


(C)                                any
expropriation, confiscation, nationalization or requisition by such country or
any governmental authority that directly or indirectly deprives any Borrower of
any assets or their use, or of the ability to operate its business or a material
part thereof; or


 


(D)                               any
war (whether or not declared), insurrection, revolution, hostile act, civil
strife or similar events occurring in such jurisdiction which has the same
effect as the events described in clause (A), (B) or (C) above (in each of the
cases contemplated in clauses (A) through (D) above, to the extent occurring or
existing on or at any time after the date of this Agreement); and


 


(x)                                   any
other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by the Collateral Agent
that might otherwise constitute a defense to, or a legal or equitable discharge
of, any Loan Party or Parent or any other guarantor or surety.


 


Parent
expressly authorizes any Guaranteed Creditor to take and hold security for the
payment and performance of the Guaranteed Obligations, to exchange, waive or
release any or all such security (with or without consideration), to enforce or
apply such security and direct the order and manner of any sale thereof in
their sole discretion or to release or substitute any one or more other
guarantors or obligors upon or in respect of the Guaranteed Obligations, all
without affecting the obligations of Parent hereunder.


 


Without
limiting the generality of the foregoing, with respect to any Guaranteed
Obligations that, in accordance with the express terms of any agreement
pursuant to which such Guaranteed Obligations were created, were denominated in
Dollars or any currency other than the currency of the jurisdiction where a
Specified Borrower is principally located, Parent guarantees that it shall pay
the Collateral Agent strictly in accordance with the express terms of such
agreement, including in the amounts and in the currency expressly agreed to
thereunder, irrespective of and without giving effect to any laws of the
jurisdiction where a Specified


 


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Borrower is principally located
in effect from time to time, or any order, decree or regulation in the jurisdiction
where a Borrower is principally located.


 


(b)                                 To
the fullest extent permitted by applicable law, Parent waives any defense based
on or arising out of any defense of any Specified Borrower or other Loan Party
or the unenforceability of the Guaranteed Obligations or any part thereof from
any cause, or the cessation from any cause of the liability of any Specified
Borrower or other Loan Party, other than the indefeasible payment in full in
cash of all the Guaranteed Obligations. 
The Collateral Agent and the other Guaranteed Creditors may, at their
election, foreclose on any security held by one or more of them by one or more
judicial or nonjudicial sales, accept an assignment of any such security in
lieu of foreclosure, compromise or adjust any part of the Guaranteed
Obligations, make any other accommodation with any Specified Borrower or
exercise any other right or remedy available to them against any Specified
Borrower, without affecting or impairing in any way the liability of Parent
hereunder except to the extent the Guaranteed Obligations have been fully and
indefeasibly paid in full in cash.  To
the fullest extent permitted by applicable law, Parent waives any defense
arising out of any such election even though such election operates, pursuant
to applicable law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of Parent against any Specified Borrower,
as the case may be, or any security.


 


SECTION 2.04 
Reinstatement.  Parent agrees that its guarantee hereunder
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Guaranteed Obligation is rescinded or
must otherwise be restored by the Administrative Agent or any other Guaranteed
Creditor upon the bankruptcy or reorganization of any Specified Borrower, any
other Loan Party or otherwise.


 


SECTION 2.05 
Agreement to Pay; Subrogation.  In furtherance of the foregoing and not in
limitation of any other right that the Collateral Agent or any other Guaranteed
Creditor has at law or in equity against Parent by virtue hereof, upon the
failure of any Specified Borrower to pay any Guaranteed Obligation when and as
the same shall become due, whether at maturity, by acceleration, after notice
of prepayment or otherwise, Parent hereby promises to and will forthwith pay,
or cause to be paid, to the Collateral Agent for distribution to the applicable
Guaranteed Creditors in cash the amount of such unpaid Guaranteed
Obligation.  Upon payment by Parent of
any sums to the Collateral Agent as provided above, all rights of Parent
against such Specified Borrower or any other Loan Party arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subject to Article V.


 


SECTION 2.06 
Information.  Parent assumes all responsibility for being
and keeping itself informed of the financial condition and assets of each
Specified Borrower and the other Loan Parties, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks that Parent assumes and incurs hereunder,
and agrees that none of the Collateral Agent or the other Guaranteed Creditors
will have any duty to advise Parent of information known to it or any of them
regarding such circumstances or risks.


 


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SECTION 2.07 
Demand. 
Notwithstanding any other provision hereof, demand may only be made
under the Guarantee provided in this Article II by the Collateral Agent.


 


ARTICLE III.


 


Pledge


 


SECTION 3.01 
Pledge. 
As security for the payment or performance, as the case may be, in full
of the Obligations, Parent hereby assigns and pledges to the Collateral Agent,
its successors and assigns, for the benefit of the Secured Creditors, and
hereby grants to the Collateral Agent, its successors and assigns, for the
benefit of the Secured Creditors, a security interest in all of Parent’s right,
title and interest in, to and under (a) the Equity Interests directly
owned by it and listed on Schedule I hereto, and all other Equity
Interests in U.S. Subsidiaries acquired or created from time to time by Parent
and any certificates representing all such Equity Interests (the “Pledged
Stock”); provided that the Pledged Stock shall not include (i) to
the extent applicable law requires that any issuer of Pledged Stock issue
directors’ qualifying shares, such shares or nominee or other similar shares,
(ii) any Equity Interests with respect to which the Collateral and Guarantee Requirement
or the other paragraphs of Section 5.10 of the Credit Agreement need not
be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iii)
any Equity Interests of a U.S. Subsidiary to the extent that, as of the Closing
Date, and for so long as, such a pledge of such Equity Interests would violate
a contractual obligation binding on such Equity Interests, (iv) any Equity
Interests of a U.S. Subsidiary of Parent acquired after the Closing Date if,
and to the extent that, and for so long as, (A) a pledge of such Equity
Interests would violate applicable law or any contractual obligation binding
upon such Subsidiary and (B) such law or obligation existed at the time of
the acquisition thereof and was not created or made binding upon such
Subsidiary in contemplation of or in connection with the acquisition of such
Subsidiary (provided that the foregoing clause (B) shall not apply in
the case of a joint venture, including a joint venture that is a Subsidiary)
provided that Parent shall use its commercially reasonable efforts to avoid any
such restrictions classified in this clause (iv) and (v) any Equity Interests
of a Person that is not directly or indirectly a U.S. Subsidiary;
(b) subject to Section 3.06, all payments of dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of, in exchange for or upon the conversion of,
and all other proceeds received in respect of, the securities, instruments and
agreements referred to in clause (a) above; (c) subject to Section 3.06,
all rights and privileges of Parent with respect to the securities, instruments
and agreements referred to in clause (a) above; and (d) all proceeds
of any of the foregoing (the items referred to in clauses (a) through (c) above
being collectively referred to as the “Collateral”).


 


TO HAVE AND TO
HOLD the Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the
Collateral Agent, its successors and assigns, for the benefit of the Secured
Creditors, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.


 


SECTION 3.02 
Delivery of the Collateral.  (a) 
Parent agrees promptly to deliver or cause to be delivered to the Collateral
Agent, for the benefit of the Secured Creditors, the Pledged Stock.


 


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(b)                                 Upon
delivery to the Collateral Agent, (i) the Pledged Stock shall be
accompanied by stock powers duly executed in blank or other instruments of
transfer reasonably satisfactory to the Collateral Agent and by such other
instruments and documents as the Collateral Agent may reasonably request and
(ii) all other property composing part of the Collateral delivered pursuant to
the terms of this Agreement shall be accompanied to the extent necessary to
perfect the security interest in or allow realization on the Collateral by
proper instruments of assignment duly executed by the Guarantor and such other
instruments or documents as the Collateral Agent may reasonably request.


 


SECTION 3.03 
Representations, Warranties and Covenants.  Parent represents, warrants and covenants to
and with the Collateral Agent, for the benefit of the Secured Creditors, that:


 


(a)                                  the
Pledged Stock (i) has been duly and validly authorized and issued by the
issuer thereof and (ii) is fully paid and nonassessable;


 


(b)                                 except
for the security interests granted hereunder, Parent (i) is and will
continue to be the direct owner, beneficially and of record, of the Pledged Stock,
(ii) holds the same free and clear of all Liens, other than Permitted
Liens, (iii) will make no assignment, pledge, hypothecation or transfer
of, or create or permit to exist any security interest in or other Lien on, the
Collateral, other than pursuant to a transaction permitted by the Credit
Agreement and other than Permitted Liens and (iv) will defend its title or
interest hereto or therein against any and all Liens (other than Permitted
Liens), however arising, of all persons;


 


(c)                                  except
for restrictions and limitations imposed by the Loan Documents or securities
laws generally or otherwise permitted to exist pursuant to the terms of the
Credit Agreement, the Collateral is and will continue to be freely transferable
and assignable, and none of the Collateral is or will be subject to any option,
right of first refusal, shareholders agreement, charter or by-law provisions or
contractual restriction of any nature that might, in any material respect,
prohibit, impair, delay or adversely affect the pledge of such Collateral
hereunder, the sale or disposition thereof pursuant hereto or the exercise by
the Collateral Agent of rights and remedies hereunder;


 


(d)                                 Parent
has the power and authority to pledge the Collateral pledged by it hereunder in
the manner hereby done or contemplated;


 


(e)                                  no
consent or approval of any Governmental Authority, any securities exchange or
any other person was or is necessary to the validity of the pledge effected
hereby (other than such as have been obtained and are in full force and
effect);


 


(f)                                    by
virtue of the execution and delivery by Parent of this Agreement, when the
Pledged Stock is delivered to the Collateral Agent, for the benefit of the
Secured Creditors, in accordance with this Agreement, the Collateral Agent will
obtain, for the benefit of the Secured Creditors, a legal, valid and perfected
first priority lien upon and security interest in the Pledged Stock as security
for the payment and performance of the Obligations; and


 


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(g)                                 the
pledge effected hereby is effective to vest in the Collateral Agent, for the
benefit of the Secured Creditors, the rights of the Collateral Agent in the
Collateral as set forth herein.


 


SECTION
3.04  [Reserved].


 


SECTION 3.05 
Registration in Nominee Name; Denominations.  The Collateral Agent, on behalf of the
Secured Creditors, shall have the right (in its sole and absolute discretion)
to hold the Collateral in the name of Parent, endorsed or assigned in blank or
in favor of the Collateral Agent or, if an Event of Default shall have occurred
and be continuing, in its own name as pledgee or the name of its nominee (as
pledgee or as sub-agent).  Parent will
promptly give to the Collateral Agent copies of any notices or other
communications received by it with respect to the Collateral registered in the
name of Parent.  If an Event of Default
shall have occurred and be continuing, the Collateral Agent shall have the
right to exchange the certificates representing the Collateral for certificates
of smaller or larger denominations for any purpose consistent with this
Agreement.


 


SECTION
3.06  Voting
Rights; Dividends and Other Distributions, etc.  (a)  Unless and until a Noticed
Event of Default shall have occurred and be continuing:


 


(i)                                     Parent
shall be entitled to exercise any and all voting and/or other consensual rights
and powers inuring to an owner of Pledged Stock or any part thereof for any
purpose consistent with the terms of this Agreement, the Credit Agreement and
the other Loan Documents; provided that such rights and powers shall not
be exercised in any manner that could reasonably be expected to materially and
adversely affect the rights inuring to a holder of any Pledged Stock, the
rights and remedies of any of the Collateral Agent or the other Secured
Creditors under this Agreement, the Credit Agreement or any other Loan Document
or the ability of the Secured Parties to exercise the same;


 


(ii)                                  The
Collateral Agent shall promptly execute and deliver to Parent, or cause to be
executed and delivered to Parent, all such proxies, powers of attorney and
other instruments as Parent may reasonably request for the purpose of enabling
Parent to exercise the voting and/or consensual rights and powers it is
entitled to exercise pursuant to subparagraph (ii) above; and


 


(iii)                               Parent
shall be entitled to receive and retain any and all dividends and other
distributions paid on or distributed in respect of the Pledged Stock to the
extent and only to the extent that such dividends and other distributions are
permitted by, and otherwise paid or distributed in accordance with, the terms
and conditions of the Credit Agreement, the other Loan Documents and applicable
laws; provided that any noncash dividends or other distributions that
constitute Collateral, (whether resulting from a subdivision, combination or
reclassification of the outstanding Equity Interests of the issuer of any
Pledged Stock or received in exchange for the Collateral or any part thereof,
or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or
otherwise) shall be and become part of the Collateral, and, if received by
Parent, shall not be commingled by Parent with any of its other funds or property
but shall be held separate and apart therefrom, shall be


 


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held in trust for the benefit of the
Collateral Agent pursuant to a trust under New York law (which trust is hereby
created and agreed to), for the benefit of the Secured Creditors, and shall be
forthwith delivered to the Collateral Agent, for the benefit of the Secured
Creditors, in the same form as so received (accompanied by stock powers duly
executed in blank or other appropriate instruments of transfer reasonably
satisfactory to the Collateral Agent).


 


(b)                                 Upon
the occurrence and during the continuance of a Noticed Event of Default, all
rights of Parent to dividends or other distributions that Parent is authorized
to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall
cease, and all such rights shall thereupon become vested, for the benefit of
the Secured Creditors, in the Collateral Agent which shall have the sole and
exclusive right and authority to receive and retain all dividends or other
distributions.  All dividends or other
distributions received by Parent contrary to the provisions of this
Section 3.06 shall not be commingled by Parent with any of its other funds
or property but shall be held separate and apart therefrom, shall be held in
trust for the benefit of the Collateral Agent, for the ratable benefit of the
Secured Creditors, and shall be forthwith delivered to the Collateral Agent,
for the benefit of the Secured Creditors, in the same form as so received
(accompanied by stock powers duly executed in blank or other appropriate
instruments of transfer reasonably satisfactory to the Collateral Agent).  Any and all money and other property paid
over to or received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent in an account to be
established by the Collateral Agent upon receipt of such money or other
property and shall be applied in accordance with the provisions of
Section 4.02.  After all Events of
Default have been cured or waived and Parent has delivered to the Collateral
Agent a certificate to that effect, the Collateral Agent shall promptly repay
to Parent (without interest) all distributions that Parent would otherwise have
been permitted to retain pursuant to the terms of paragraph (a)(iii) of
this Section 3.06 and that remain in such account.


 


(c)                                  Upon
the occurrence and during the continuance of a Noticed Event of Default, the
rights of Parent under paragraph (a)(iii) of this Section 3.06 shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, for the benefit of the Secured Creditors, which shall have the sole and
exclusive right and authority to exercise such voting and consensual rights and
powers; provided that, unless otherwise directed by the Required
Lenders, the Collateral Agent shall have the right from time to time following
and during the continuance of an Event of Default to permit Parent to exercise
such rights.  After all Noticed Events of
Default have been cured or waived and Parent has delivered to the Collateral
Agent a certificate to that effect, Parent shall have the right to exercise the
voting and consensual rights and to receive the amounts that Parent would
otherwise be entitled to receive pursuant to the terms of paragraph (a)(iii)
above.


 


ARTICLE IV.


 


Remedies


 


SECTION 4.01 
Remedies Upon Default.  Upon the occurrence and during the
continuance of a Noticed Event of Default, Parent agrees to deliver each item
of Collateral not then in the Collateral Agent’s possession to the Collateral
Agent on demand, and it is agreed that


 


10





















 


the Collateral Agent shall have
the right, subject to the mandatory requirements of applicable law, to sell or
otherwise dispose of all or any part of the Collateral at a public or private
sale or at any broker’s board or on any securities exchange, for cash, upon
credit or for future delivery as the Collateral Agent shall deem
appropriate.  The Collateral Agent shall
be authorized in connection with any sale of a security (if it deems it advisable
to do so) pursuant to the foregoing to restrict the prospective bidders or
purchasers to persons who represent and agree that they are purchasing such
security for their own account, for investment, and not with a view to the
distribution or sale thereof.  Upon
consummation of any such sale of Collateral pursuant to this Section 4.01
the Collateral Agent shall have the right to assign, transfer and deliver to
the purchaser or purchasers thereof the Collateral so sold.  Each such purchaser at any such sale shall
hold the property sold absolutely, free from any claim or right on the part of
Parent, and Parent hereby waives and releases (to the extent permitted by law)
all rights of redemption, stay, valuation and appraisal that Parent now has or
may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.


 


The Collateral
Agent shall give Parent 10 Business Days’ written notice (which Parent
agrees is reasonable notice within the meaning of Section 9-612 of the
New York UCC or its equivalent in other jurisdictions) of the Collateral
Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale,
shall state the time and place for such sale and, in the case of a sale at a
broker’s board or on a securities exchange, shall state the board or exchange
at which such sale is to be made and the day on which the Collateral, or
portion thereof, will first be offered for sale at such board or exchange.  Any such public sale shall be held at such
time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or the
portion thereof, to be sold may be sold in one lot as an entirety or in
separate parcels, as the Collateral Agent may (in its sole and absolute
discretion) determine.  The Collateral
Agent shall not be obligated to make any sale of any Collateral if it shall
determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given.  The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so
adjourned.  In the case of any sale of
all or any part of the Collateral made on credit or for future delivery, the
Collateral so sold may be retained by the Collateral Agent until the sale price
is paid by the purchaser or purchasers thereof, but the Collateral Agent shall
not incur any liability in the event that any such purchaser or purchasers shall
fail to take up and pay for the Collateral so sold and, in the case of any such
failure, such Collateral may be sold again upon notice given in accordance with
provisions above.  At any public (or, to
the extent permitted by law, private) sale made pursuant to this Section 4.01,
any Secured Party may bid for or purchase for cash, free (to the extent
permitted by law) from any right of redemption, stay, valuation or appraisal on
the part of Parent (all such rights being also hereby waived and released to the
extent permitted by law), the Collateral or any part thereof offered for sale
and such Secured Party may, upon compliance with the terms of sale, hold,
retain and dispose of such property in accordance with Section 4.02 hereof
without further accountability to Parent therefor.  For purposes hereof, a written agreement to
purchase the Collateral or any portion thereof shall be treated as a sale
thereof; the Collateral Agent shall be free to carry out such sale pursuant to
such agreement and Parent shall not be entitled to the return of the Collateral
or any portion thereof subject thereto, notwithstanding the fact that after the
Collateral Agent shall have entered into


 


11





















 


such an agreement all Events of
Default shall have been remedied and the Obligations paid in full.  As an alternative to exercising the power of
sale herein conferred upon it, the Collateral Agent may proceed by a suit or
suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court
or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver.  Any sale pursuant to the
provisions of this Section 4.01 shall be deemed to conform to the
commercially reasonable standards as provided in Section 9-610(b) of the
New York UCC or its equivalent in other jurisdictions.


 


SECTION 4.02 
Application of Proceeds.  The Collateral Agent shall promptly apply the
proceeds, moneys or balances of any collection or sale of Collateral, as well
as any Collateral consisting of cash, as provided in Section 9.23 of the Credit
Agreement.


 


SECTION
4.03  Securities
Act, etc.  In view of the position of
Parent in relation to the Collateral, or because of other current or future
circumstances, a question may arise under the United States Securities Act of
1933, as now or hereafter in effect, or any similar federal statute hereafter
enacted analogous in purpose or effect (such Act and any such similar statute
as from time to time in effect being called the “Federal Securities Laws”)
or other applicable or regional securities statutes or regulations (together
with the Federal Securities Laws, the “Applicable Securities Laws”) with
respect to any disposition of the Collateral permitted hereunder.  Parent understands that compliance with the
Federal Securities Laws might very strictly limit the course of conduct of the
Collateral Agent if the Collateral Agent were to attempt to dispose of all or
any part of the Collateral, and might also limit the extent to which or the manner
in which any subsequent transferee of any Collateral could dispose of the
same.  Similarly, there may be other
legal restrictions or limitations affecting the Collateral Agent in any attempt
to dispose of all or part of the Collateral under other state or provincial
securities laws or similar laws analogous in purpose or effect.  Parent acknowledges and agrees that in light
of such restrictions and limitations, the Collateral Agent, in its sole and
absolute discretion, (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Collateral or part
thereof shall have been filed under the Applicable Securities Laws or, to the
extent applicable, other state or provincial securities laws and (b) may approach
and negotiate with a single potential purchaser to effect such sale.  Parent acknowledges and agrees that any such
sale might result in prices and other terms less favorable to the seller than
if such sale were a public sale without such restrictions.  In the event of any such sale, the Collateral
Agent shall incur no responsibility or liability for selling all or any part of
the Collateral at a price that the Collateral Agent, in its sole and absolute
discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid
or if more than a single purchaser were approached.  The provisions of this Section 4.03 will
apply notwithstanding the existence of a public or private market upon which
the quotations or sales prices may exceed substantially the price at which the
Collateral Agent sells.


 


SECTION
4.04  Registration,
etc.  Parent agrees that, upon the
occurrence and during the continuance of an Event of Default, if for any reason
the Collateral Agent desires to sell any of the Collateral at a public sale, it
will, at any time and from time to time, upon the written request of the
Collateral Agent, use its commercially reasonable efforts to take or to


 


12





















 


cause the issuer of such Collateral
to take such action and prepare, distribute and/or file such documents, as are
required or advisable in the reasonable opinion of counsel for the Collateral
Agent to permit the public sale of such Collateral.  Parent further agrees to indemnify, defend
and hold harmless the Administrative Agent, each other Secured Creditors, any
underwriter and their respective officers, directors, affiliates and
controlling persons from and against all loss, liability, expenses, costs of
counsel (including reasonable fees and expenses of legal counsel to the
Collateral Agent), and claims (including the costs of investigation) that they
may incur insofar as such loss, liability, expense or claim arises out of or is
based upon any alleged untrue statement of a material fact contained in any
prospectus (or any amendment or supplement thereto) or in any notification or
offering circular, or arises out of or is based upon any alleged omission to
state a material fact required to be stated therein or necessary to make the
statements in any thereof not misleading, except insofar as the same may have
been caused by any untrue statement or omission based upon information
furnished in writing to Parent or the issuer of such Collateral by the
Collateral Agent or any other Secured Creditors expressly for use therein.  Parent further agrees, upon such written
request referred to above, to use its commercially reasonable efforts to
qualify, file or register, or cause the issuer of such Collateral to qualify,
file or register, any of the Collateral under the securities laws of such
regions, nations, states or provinces as may be reasonably requested by the Collateral
Agent and keep effective, or cause to be kept effective, all such
qualifications, filings or registrations. 
Parent will bear all costs and expenses of carrying out its obligations
under this Section 4.04.  Parent
acknowledges that there is no adequate remedy at law for failure by it to
comply with the provisions of this Section 4.04 only and that such failure
would not be adequately compensable in damages and, therefore, agrees that its
agreements contained in this Section 4.04 may be specifically enforced.


 


ARTICLE V.


 


Subordination


 


SECTION 5.01 
Subordination.  (a) 
Notwithstanding any provision of this Agreement to the contrary, all
rights of indemnity, contribution or subrogation of Parent under applicable law
or otherwise shall be fully subordinated to the indefeasible payment in full in
cash of the Obligations.  No failure on
the part of any Borrower or Parent to make the payments required under
applicable law or otherwise shall in any respect limit the obligations and
liabilities of Parent with respect to its obligations hereunder, and Parent
shall remain liable for the full amount of the obligations of Parent hereunder.


 


(b)                                 Parent
hereby agrees that all Indebtedness and other monetary obligations owed by it
to any Specified Borrower or any Subsidiary shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations in the manner provided
in Exhibit H to the Credit Agreement.


 


13





















 


ARTICLE VI.


 


Miscellaneous


 


SECTION 6.01 
Notices. 
All communications and notices hereunder shall (except as otherwise
expressly permitted herein) be in writing and given as provided in
Section 9.01 of the Credit Agreement.


 


SECTION 6.02 
Security Interest Absolute.  All rights of the Collateral Agent hereunder,
the security interest in the Collateral and all obligations of Parent hereunder
shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of any Loan Document, any agreement with respect to
any of the Obligations or any other agreement or instrument relating to any of
the foregoing, (b) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other amendment
or waiver of or any consent to any departure from any Loan Document or any
other agreement or instrument, (c) any exchange, release or non-perfection
of any Lien on other collateral, or any release or amendment or waiver of or
consent under or departure from any guarantee, securing or guaranteeing all or
any of the Obligations or (d) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, Parent in respect of the
Obligations or this Agreement.


 


SECTION
6.03  Regulatory
Matters.  (a) Notwithstanding
anything to the contrary contained in this Agreement or any of the other
Security Documents, the rights of the Collateral Agent and the other
Secured Parties hereunder and under the other Security Documents are subject to
all applicable rules and regulations of the FCC and other Governmental
Authorities with jurisdiction over Parent and its subsidiaries.  Without
limiting the foregoing, (i) the Collateral Agent will not take any action (or
authorize any other party to take any action on its behalf) which would
constitute or result in an assignment or change of control of any governmental
permits, licenses, or other authorizations, including without limitation those
issued by the FCC, now held by or to be issued to Parent or any of its
subsidiaries which would require prior notice to or approval from any
Governmental Authority, or otherwise take action hereunder which would require
prior notice to or approval from any Governmental Authority, in each case
without first providing such notice or obtaining such prior approval of the
relevant Governmental Authorities; (ii) voting rights with respect to any
Collateral consisting of pledged capital stock will remain with Parent upon and
following the occurrence of a Noticed Event of Default unless and until any
required prior approvals of the FCC or other Governmental Authority shall have
been obtained; (iii) upon and following the occurrence of any Noticed Event of
Default, if required by applicable law, any foreclosure by the Collateral Agent
upon Collateral consisting of pledged capital stock shall be effected either
through public auction or a private arms-length sale; and (iv) prior to the
exercise of voting rights by any purchaser of any Collateral consisting of
pledged capital stock at a private or public sale, the prior consent of the FCC
or applicable Governmental Authorities shall have been obtained.


 


(b)  If a Noticed Event of Default shall have
occurred and be continuing, the Parent shall take any action which the
Collateral Agent may reasonably request in the exercise of its rights and
remedies under this Agreement in order to transfer or assign the Collateral to
the Collateral Agent or to such one or more third parties as the Collateral
Agent may designate, or to


 


14





















 


a combination of the
foregoing.  To enforce the provisions of
this Section 6.03, after a Noticed Event of Default shall have occurred and be
continuing, the Pledgee is empowered to seek from the FCC and any other
Governmental Authority, to the extent required, consent to or approval of any
involuntary assignment or transfer of control of any entity whose Collateral is
subject to this Agreement for the purpose of seeking a bona fide purchaser to
whom the Collateral will be assigned and control will ultimately be
transferred.  Parent agrees to cooperate
with any such purchaser and with the Collateral Agent in the preparation,
execution and filing of any applications and other documents and providing any
information that may be necessary or helpful in obtaining the FCC’s or such
other Governmental Authority’s consent to the assignment to such purchaser of
the Collateral.  Parent hereby agrees to
consent to any such an involuntary transfer of control upon the request of the
Collateral Agent after and during the continuation of a Noticed Event of
Default and, without limiting any rights of the Collateral Agent under this
Agreement, to authorize the Collateral Agent to nominate a trustee or receiver
to assume control of the Collateral, subject only to required judicial, FCC or
other consent required by Governmental Authorities, in order to effectuate the
transactions contemplated in this Section 6.03. 
Such trustee or receiver shall have all the rights and powers as
provided to it by law or court order, or to the Collateral Agent under this
Agreement.  Parent shall cooperate fully
in obtaining the consent of the FCC and the approval or consent of each other Governmental
Authority required to effectuate the foregoing.


 


(c)  Upon or after the occurrence of a Noticed
Event of Default, Parent shall use its best efforts to assist in obtaining
consent or approval of the FCC and any other Governmental Authority, if
required, for any action or transactions contemplated by this Agreement,
including, without limitation, the preparation, execution and filing with the
FCC of the transferor’s or assignor’s portion of any application or
applications for consent to the transfer of control or assignment necessary or
appropriate under the FCC’s rules and regulations for approval of the transfer
or assignment of any portion of the Collateral.


 


(d)  Parent hereby acknowledges and agrees that
the Collateral is a unique asset and that a violation of Parent’s covenant to cooperate
with respect to any regulatory consents would result in irreparable harm to the
Collateral Agent for which monetary damages are not readily ascertainable.  Parent further agrees that, because of the
unique nature of its undertaking in this paragraph (d), the same may be
specifically enforced, and it hereby waives, and agrees to waive, any claim or
defense that the Collateral Agent would have an adequate remedy at law for the
breach of this undertaking.


 


(e)  Without limiting the obligations of Parent
hereunder in any respect, Parent further agrees that if Parent, upon or after
the occurrence of a Noticed Event of Default, should fail or refuse to execute
any application or other document necessary or appropriate to obtain any
governmental consent necessary or appropriate for the exercise of any right of
the Collateral Agent hereunder, Parent agrees, to the extent consistent with
applicable law, that such application or other document may be executed on
Parent’s behalf by the clerk of any court or other forum in any competent
jurisdiction without notice to the Parent.


 


SECTION 6.04 
Binding Effect.  This Agreement shall become effective as to
any party to this Agreement when a counterpart hereof executed on behalf of
such party shall have been delivered to the Collateral Agent and a counterpart
hereof shall have been executed on


 


15





















 


behalf of the Collateral Agent,
and thereafter shall be binding upon such party and the Collateral Agent and
their respective permitted successors and assigns, and shall inure to the benefit
of such party, the Collateral Agent and the other Secured Creditors and their
respective permitted successors and assigns, except that no party shall have
the right to assign or transfer its rights or obligations hereunder or any
interest herein or in the Collateral (and any such assignment or transfer shall
be void) except as expressly contemplated by this Agreement or the Credit
Agreement.


 


SECTION 6.05 
Successors and Assigns.  Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted
successors and assigns of such party; and all covenants, promises and
agreements by or on behalf of Parent or the Collateral Agent that are contained
in this Agreement shall bind and inure to the benefit of their respective
permitted successors and assigns.


 


SECTION 6.06 
Collateral Agent’s Fees and Expenses;
Indemnification.  (a)  The
parties hereto agree that the Collateral Agent shall be entitled to reimbursement
of its expenses incurred hereunder as provided in Section 9.05 of the
Credit Agreement.


 


(b)                                 Without
limitation of its indemnification obligations under the other Loan Documents,
Parent agrees to indemnify the Collateral Agent and the other Indemnitees (as
defined in Section 9.05 of the Credit Agreement) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable counsel fees, charges and disbursements,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of, (i) the execution, delivery or performance of
this Agreement or any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto and
thereto of their respective obligations thereunder or the consummation of the
Transactions and other transactions contemplated hereby, (ii) the use of
proceeds of the Loans or the use of any Letter of Credit or (iii) any
claim, litigation, investigation or proceeding relating to any of the
foregoing, or to the Collateral, whether or not any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or
related expenses result primarily from the gross negligence or willful
misconduct of such Indemnitee treating for the purposes of this Section 6.06(b)
only any Secured Creditor and its Related Persons as a single Indemnitee).


 


(c)                                  Any
such amounts payable as provided hereunder shall be additional Obligations
hereunder.  The provisions of this
Section 6.06 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on behalf
of the Collateral Agent or any other Secured Creditor.  All amounts due under this Section 6.06
shall be payable on written demand therefor accompanied by a reasonably
detailed computation of the amounts so to be paid).


 


SECTION 6.07 
Collateral Agent Appointed Attorney-in-Fact.  Parent hereby appoints the Collateral Agent
the attorney-in-fact of Parent for the purpose, during the continuance of an
Event of Default, of carrying out the provisions of this Agreement and taking


 


16





















 


any action and executing any
instrument that the Collateral Agent may deem necessary or advisable to accomplish
the purposes hereof, which appointment is irrevocable and coupled with an
interest.  Without limiting the
generality of the foregoing, the Collateral Agent shall have the right, upon
the occurrence and during the continuance of a Noticed Event of Default, with
full power of substitution either in the Collateral Agent’s name or in the name
of Parent, (a) to receive, endorse, assign or deliver any and all notes,
acceptances, checks, drafts, money orders or other evidences of payment relating
to the Collateral or any part thereof; (b) to demand, collect, receive
payment of, give receipt for and give discharges and releases of all or any of
the Collateral; (c) to ask for, demand, sue for, collect, receive and give
acquittance for any and all moneys due or to become due under and by virtue of
any Collateral; (d) to commence and prosecute any and all suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Collateral or to enforce any
rights in respect of any Collateral; (e) to settle, compromise, compound,
adjust or defend any actions, suits or proceedings relating to all or any of
the Collateral; and (f) to use, sell, assign, transfer, pledge, make any
agreement with respect to or otherwise deal with all or any of the Collateral,
and to do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Collateral Agent were the absolute
owner of the Collateral for all purposes; provided that nothing herein
contained shall be construed as requiring or obligating the Collateral Agent to
make any commitment or to make any inquiry as to the nature or sufficiency of
any payment received by the Collateral Agent, or to present or file any claim
or notice, or to take any action with respect to the Collateral or any part
thereof or the moneys due or to become due in respect thereof or any property
covered thereby.  The Collateral Agent
and the other Secured Creditors shall be accountable only for amounts actually
received as a result of the exercise of the powers granted to them herein, and
neither they nor their officers, directors, employees or agents shall be
responsible to Parent for any act or failure to act hereunder, except for their
own gross negligence or willful misconduct.


 


SECTION 6.08 
GOVERNING LAW.  THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 6.09 
Waivers; Amendment.  (a)  No
failure or delay by the Collateral Agent, any Issuing Bank or any Lender in
exercising any right, power or remedy hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy, or any abandonment or discontinuance
of steps to enforce such a right, power or remedy, preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.  The rights, powers and remedies
of the Collateral Agent and the Lenders hereunder and under the other Loan Documents
are cumulative and are not exclusive of any rights, powers or remedies that
they would otherwise have.  No waiver of
any provision of this Agreement or consent to any departure by Parent therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b)
of this Section 6.09, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing,
the making available of any credit under any Loan Document shall not be
construed as a waiver of any Default or Event of Default, regardless of whether
the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank
may have had notice or knowledge of such Default or Event of Default at the
time.


 


17





















 


No notice or demand on any Loan
Party in any case shall entitle any Loan Party to any other or further notice
or demand in similar or other circumstances.


 


(b)                                 Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Collateral Agent and Parent.  The
Collateral Agent will only agree to any such amendment, modification or waiver
if it has received the consent thereto, if any, required by Section 9.08 of the
Credit Agreement.


 


SECTION 6.10 
WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENTS.  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 6.10.


 


SECTION 6.11 
Severability.  In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby.  The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


SECTION 6.12 
Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract, and shall become effective as
provided in Section 6.04.  Delivery
of an executed counterpart to this Agreement by facsimile transmission shall be
as effective as delivery of a manually signed original.


 


SECTION 6.13 
Headings.  Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.


 


SECTION 6.14 
Jurisdiction; Consent to Service of Process.  (a) 
Each party to this Agreement hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any other Loan Documents, or
for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably


 


18





















 


and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in
such federal court.  Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. 
Nothing in this Agreement shall affect any right that the Administrative
Agent, the Collateral Agent, any Issuing Bank or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement or any other Loan
Document against Parent, or its properties, in the courts of any jurisdiction.


 


(b)                                 Each
party to this Agreement hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
New York State or federal court.  Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


SECTION 6.15 
Termination or Release.  This Agreement, the Guaranty made herein and
the security interests granted hereby shall terminate on the first date (the “Agreement
Termination Date”) on which all the Obligations have been indefeasibly paid
in full in cash, the Lenders have no further commitment to lend under the
Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each
Issuing Bank has no further obligations to issue Letters of Credit under the
Credit Agreement.


 


(b)                                 In
connection with any termination pursuant to paragraph (a) of this Section
6.15, the Collateral Agent shall execute and deliver to Parent, at Parent’s
expense, all documents that Parent shall reasonably request to evidence such
termination.  Any execution and delivery
of documents pursuant to this Section 6.15 shall be without recourse to or
warranty by the Collateral Agent.


 


[Signature Page Follows]


 


19





















 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.


 


	
   

  	
  NEW SKIES SATELLITES B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Viëtor

  	
   

  
	
   

  	
   

  	
  Name: David
  Viëtor

  
	
   

  	
   

  	
  Title: Attorney
  in Fact

  



 





















 


	
   

  	
  DEUTSCHE
  BANK AG, NEW YORK BRANCH,

  
	
   

  	
   

  	
  as Collateral
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory
  Shefrin

  	
   

  
	
   

  	
   

  	
  Name:
  Gregory Shefrin

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan LaFevre

  	
   

  
	
   

  	
   

  	
  Name: Susan LaFevre

  
	
   

  	
   

  	
  Title: Director

  



 


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