Exhibit 10.13


1 November 2004


 




	
  AGREEMENT AND DEED OF
  MORTGAGE

  	
  IJS/6001933/231361hpe

  
	
  AND PLEDGE

  	
  01-11-2004

  
	
   

  	
  6(231361)

  






 


Today, the second of
November


two thousand and four,
appeared before me,


Paul Hubertus Nicolaas
Quist, civil-law notary, residing in Amsterdam:


 


1.              Monique Maria Hemmers, care of Stibbe, 1077 ZZ
Amsterdam, Strawinskylaan 2001, born in Eindhoven on the twentieth day of June
nineteen hundred and seventy-one,  in the
present matter acting as holder of a power of attorney of:


the
company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) New Skies Satellites B.V., having its seat
in Amsterdam, its address at 1012 KK Amsterdam, Rokin 55 and filed at the Trade
Register under number 30146277,


(‘the
Mortgagor’);


 


2.              IJsbrand Cornelis van Straten, care of Stibbe,
1077 ZZ Amsterdam, Strawinskylaan 2001, born in Woudrichem on the thirtieth day
of March nineteen hundred and sixty-seven, in the present matter acting as
holder of a power of attorney of:


Deutsche Bank AG, New York Branch, with its
principal place of business at 60 Wall Street, New York,
New York 10005, United States of America,


in this present matter acting:


(i)           for itself;


(ii)        as collateral agent pro se in its capacity as creditor under the Parallel Debt
Obligations (as defined below) and also for the Secured Parties, as such term
is defined in the Credit Agreement (as defined below), pursuant to the terms of
the Credit Agreement,


(the ‘Collateral Agent’).


 


Powers of attorney


 


The powers of attorney of
the Mortgagor are evidenced by two notarial deeds, executed on the first day of
November two thousand and four before A.N. Robinson, public notary in London,
United Kingdom, and before a legal substitute of P.H.N. Quist, civil law notary
in Amsterdam.


 


1





















 


The power of attorney of the
Collateral Agent is evidenced by one (1) private deed, which will be attached
to this deed.


The appearing person
declared:


 


A.      on first day of November two thousand and four,
amongst others, New Skies Holding B.V., the Mortgagor, the Lenders party
thereto, the Collateral Agent (as Administrative Agent and as Collateral Agent
for the Secured Parties), ABN AMRO Bank N.V. (as Syndication Agent) and
Deutsche Bank Securities Inc. and ABN AMRO Incorporated (as Joint Lead
Arrangers) entered into a five hundred thirty-five million American Dollars
(USD 535,000,000) Credit Agreement (the ‘Credit
Agreement’);


B.        on the terms and subject to the conditions set
forth in the Credit Agreement the Lenders are willing to extend senior secured
credit to the Borrowers (as defined in the Credit Agreement);


C.        pursuant to the Credit Agreement and in order
to secure and provide for the payment and discharge of, inter alia, the Parallel Debt Obligations
(as defined below), the Mortgagor and the Collateral Agent have agreed that the
Mortgagor shall grant a first right of mortgage (een eerste recht van hypotheek) pursuant to clause 3:260
paragraph 1 Dutch Civil Code over the Property (as defined below) currently
held by the Mortgagor (the “Mortgage”)
and to pledge and grant a first right of pledge (een eerste recht van pand) pursuant to clause 3:237
paragraph 1 Dutch Civil Code over the Rights (as defined below) currently held
by the Mortgagor (the “Pledge”).


 


Consequently, the appearing
person declared:


 


1.  Definitions and Interpretation


 


1.             a.     All capitalized terms used in this
Agreement and Deed of Mortgage and Pledge (this ‘Agreement’), including the recitals, and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement.


b.             Headings are for convenience of reference only.


c.              Where the context so permits, the singular
includes the plural and vice versa.


d.             Save where the contrary is indicated, any
reference in this Agreement to any of the Parties shall be construed so as to
include its respective successors, transferees and assigns from time to time
and any successor of such a successor, transferee or assign in accordance with
their respective interests.


e.              A ‘clause’ and ‘subclause’ shall, subject to
any indication to the contrary, be construed as a reference to a clause hereof.


f.                References to the Credit Agreement, the
Facility, the (other) Loan Documents,


 


2





















 


this Agreement, the Swap Agreements or any other agreement or document
shall, where applicable, be deemed to be references to such Credit Agreement,
the Facility, the (other) Loan Documents, this Agreement, the Swap Agreements
or such other agreement or document as the same may have been, or may from time
to time be, extended, prolonged, amended, restated, supplemented, renewed or
novated, as persons may accede thereto as a party or withdraw therefrom as a
party in part or in whole or be released thereunder in part or in whole, and as
facilities and financial services are or may from time to time be granted,
extended, prolonged, increased, reduced, cancelled, withdrawn, amended,
restated, supplemented, renewed or novated thereunder.


g.             A statute or statutory provision shall be construed
as a reference to such statute or statutory provision as the same may have
been, or may from time to time be, amended or re-enacted and all instruments,
orders, plans, regulations, by-laws, permissions and directions at any time
made thereunder.


h.             References to the Dutch Civil Code are
references to het Nederlands Burgerlijk
Wetboek, references to the Dutch Bankruptcy Act are references to de
Nederlandse Faillissementswet.


 


2.             In this Agreement the following words and
expressions shall have the following meanings:


‘Collateral’ has the meaning ascribed
thereto in clause 2 under B;


‘Credit Agreement’ has the meaning given to
it under recital A.


‘‘Default Notice’ means the default notice,
to be given upon the occurrence of an Event of Default, substantially in the
form of Annex 1 hereto;


‘Mortgage’ has the meaning ascribed thereto under
recital C;


‘Parallel Debt Obligations’ has the
meaning given to it in section 9.19 of the Credit Agreement;


‘Pledge’ has the meaning given to it under recital C;


‘Pledged Collateral’ means the Collateral;


‘Principal Amount’ has the meaning given
to it in clause 2.2;


‘Property’ has the meaning given to it in
clause 2.2 under A;


‘Rights’ has the meaning given to it in
clause 2.2 under B;


‘Secured Obligations’ means the Parallel
Debt Obligations (of each of the Loan Parties) together with all monies and
liabilities payable or to be discharged by


 


3





















 


the
Mortgagor pursuant to the terms of this Agreement;


‘Security Period’ means the period
beginning on the date hereof and ending on the earlier date upon which (a) all
Secured Obligations have been irrevocably paid and discharged, or have ceased
to exist, no Swap Agreements are outstanding and all Commitments under the
Credit Agreement have been terminated and (b) the Security Right has been
released and discharged by the Collateral Agent in accordance with clause 7
below; and


‘the Security Right’ the Right of Mortgage
and the Right of Pledge created by this Agreement.


 


2.  Mortgage of the Property and Pledge of Rights


 


1.             The Mortgagor hereby agrees with the Collateral
Agent and hereby undertakes that the Mortgagor shall grant to the Collateral
Agent the Security Right purported to be granted under and pursuant to this
Agreement.


2.             As security for the payment and discharge in
full, when due (whether at stated maturity, by acceleration or otherwise), of
the Secured Obligations, up to the following amounts:


 


•                 to an
aggregate maximum amount of twenty-five million euro (EUR 25,000,000.-) (“Principal Amount”);


•                 the
interest stipulated and increases thereof, if any, later to be agreed upon and
everything the Collateral Agent has or will have to claim further in connection
with the aforestated interests, penalties, costs, premiums or otherwise,
jointly estimated at thirty-five percent (35%) of the Principal Amount
therefore an amount of eight million seven hundred fifty thousand euro
(8,750,000),


 


all
this up to a total amount of the Principal Amount increased with
afore-mentioned
thirty-five  percent (35%) of the Principal Amount, therefore a maximum
amount of thirty-three million seven hundred fifty thousand euro


(EUR
33,750,000.-),


the
Mortgagor hereby grants to the Collateral Agent, for the duration of the
Security Period, which is accepted by the Collateral Agent:


 


A.          A first
right of mortgage (een eerste recht van
hypotheek) on:


 


1.          the bank and office
building cum annexes, locally known as Johan de Wittlaan 1 and
Rooseveltplantsoen 4 in ‘s-Gravenhage, known at the Land Registry Office as
Municipality of ‘s-Gravenhage, Section AK,


 


4





















 


number 10007, measuring
fifteen are and fourteen centiare; and


2.          the office building
with parking building and parking lot (parkeerdek)
cum annexes, locally known as Johan van Oldenbarneveltlaan 5 in ‘s-Gravenhage,
known at the Land Registry Office as Municipality of ‘s-Gravenhage, Section AK,
number 603, measuring eleven are and sixteen centiare;


(the
“Property”).


 


Acquisition of title


 


Mortgagor shall obtain the Property, by the
registration of a certified deed of transfer with the Land Register Office in
Amsterdam, executed on the second day of November two thousand and four before
M. van Olffen, civil-law notary in Amsterdam.


 


B.            A first
right of pledge (een eerste recht van pand)
on all present and future moveable property which presently owned or hereafter
acquired by the Mortgagor, according to generally-accepted standards, is or are
intended for permanent use in, on, for or in connection with the Property and
which can be recognized as such by their form or function, as well as, if the
Property should comprise or should also comprise a factory or workplace, on any
machines, tools or equipment which are used for undertaking business activities
in that factory or workplace, as well as on any individual components of the
Property (the “Rights”),


(the
Property and Rights, jointly the “Collateral”).


 


The Collateral Agent
is hereby granted the power to take control of the Collateral as referred to
article 3:267 Dutch Civil Code upon the issuance of the Default Notice and
authorization from the summary proceeding judge (voorzieningenrechter), as well as the power to take the
Collateral in custody if this is required in view of a  lawful foreclosure pursuant
to and in accordance with the provisions of article 3:267 Dutch Civil Code.


 


3.  Accessory rights and ancillary rights


 


The Security Right
includes all accessory rights (afhankelijke
rechten) and all ancillary rights (nevenrechten)
attached to the Collateral.


 


4.  Representations and warranties


 


1.             The
Mortgagor hereby represents and warrants to the Collaterall Agent that the
following is true and correct on the date of this Agreement:


 


5





















 


a.              the
Mortgagor is owner of the Property and the existing Rights and the Property and
the existing Rights are within the disposition and control of the Mortgagor (beschikkingsbevoegdheid) and are not the
subject of any limited property rights (beperkte
rechten) in favour of any third parties (other than any encumbrances
or liens permitted under the Credit Agreement), nor has the Mortgagor in
advance created limited property rights or other rights on or against any of
the Collateral (other than any encumbrances or liens permitted under the Credit
Agreement), including without limitation, any security interest, nor has the
Mortgagor made a promise or an undertaking to that effect, nor has an
attachment been levied on any of the Property and the existing Rights except
pursuant to this Agreement;


b.             the
details of the Property and the existing Rights set out in this Agreement are
true, complete and up-to-date; and


c.              all
information provided by the Mortgagor with regard to this deed is correct and
complete.


 


5.  Undertakings


 


1.             Except to the extent permitted pursuant to
the Credit Agreement, the Mortgagor undertakes not to waive without the prior
written consent of the Collateral Agent (not to be unreasonably withheld or
delayed), any accessory rights (afhankelijke
rechten) or ancillary rights (nevenrechten)
attached to the Collateral and in general not to perform any acts which result
or could result in a material reduction of the value of the Collateral.


2.             Except to the extent permitted pursuant to
the Credit Agreement, the Mortgagor shall not, without the prior written
consent of the Collateral Agent (not to be unreasonably withheld or delayed),
transfer or further mortgage and pledge or otherwise encumber any of the
Collateral or agree to a court settlement or an out-of-court settlement (gerechtelijk or buitengerechtelijk akkoord)
in respect of the Collateral.


3.             The Mortgagor shall, at the Collateral
Agent’s first request, provide in the English language the Collateral Agent all
information and supporting documentation relating to the Collateral and allow
the Collateral Agent to inspect its administrative records during office hours,
all of the foregoing to the extent required by the Collateral Agent (acting
reasonably) for the purpose of this Agreement.


4.             The Mortgagor shall forthwith inform the
Collateral Agent of any attachment


 


6





















 


(beslag)
over any of the Collateral exceeding an amount of fifty thousand euro (EUR
50,000.-).


The Mortgagor shall:


(i)            send the Collateral Agent a copy of the
relevant attachment or seizure documentation as well as all other documents
required under applicable law for challenging the attachment or seizure (if and
to the extent possible);


(ii)         notify the third party or the court process server acting on behalf of
such third party in writing of the Collateral Agent’s interest over the
Collateral ; and


(iii)      take such measures as may reasonably be required to protect the
Collateral Agent’s interest over the Collateral.


5.             The Mortgagor covenants for the benefit of
the Collateral Agent throughout the Security Period to co-operate with
the Collateral Agent in the collection and recovery of the Collateral and to
render all reasonable assistance as may be required pursuant to any exchange
regulations and/or foreign statutory rules or other rules, including the taking
of any legal action that the Collateral Agent may deem necessary in connection
therewith after the issuance of a Default Notice to it.


6.             In addition and without prejudice to the
obligations of the Mortgagor pursuant to clauses 5.3 and 5.4 above, the
Mortgagor shall notify the Collateral Agent promptly of any event or
circumstance which could reasonably be of importance to the Collateral Agent
with a view to the preservation and exercise of the Collateral Agent’s rights
under or pursuant to this Agreement.


7.             The Mortgagor shall, at its own expense, (i)
in accordance with the terms of the Credit Agreement, keep and maintain the
Collateral in good condition (reasonable wear and tear excepted), take care of
and handle the same in a careful and diligent manner and, if applicable, effect
any necessary repair and replacement and procure that its staff and other
persons to whom it delegates its duties and responsibilities in respect of the
Collateral, shall do likewise, (ii) subject to the insurance undertakings in
the Credit Agreement, keep the Collateral at all times sufficiently insured
with an insurer of reputable standing, and (iii) not perform any act which
result or could result in a material reduction of the value of the Collateral.


 


6.  Enforcement and power of attorney


 


1.             Without
prejudice to any other right or remedy available to the Collateral Agent,


 


7





















 


the Collateral Agent, by
issuing the Default Notice upon the occurrence of an Event of Default to the
Mortgagor, may take any and all action, to the extent not prohibited
by Dutch law, for the purpose of foreclosing upon the Collateral and exercising
its rights as Collateral Agent.


The
Mortgagor waives any right it may have requiring the Collateral Agent first so
to proceed or so to claim or to enforce any security granted by any other
person before enforcing this Agreement.


Without prejudice to the generality of the foregoing, upon issuance of
the Default Notice, the Collateral Agent shall have the right (i) to have all
or part of the Collateral sold in a public sale before a Dutch civil-law notary
and to apply the proceeds of such public sale against the Secured Obligations
in accordance with the Loan Documents, subject to the terms and conditions of
the Credit Agreement or (ii) to request a competent Dutch court to order that
all or part of the Collateral be sold in a private sale or Collateral
established by or pursuant to this Agreement be otherwise realized in a manner
prescribed or authorized by such court and to apply the proceeds of such sale
or realization as provided above, all of the foregoing under (i) and (ii) is
subject to and to the extent not prohibited by the applicable provisions of
Dutch law as the same shall read at the relevant time.


2.              To the extent necessary, the Mortgagor
agrees for the benefit of the Collateral Agent that a default in the
performance of any of the Corresponding Obligations, it shall be deemed to be
in default (verzuim) in respect
of its Secured Obligations within the meaning of section 3:268 (1) and 6:81 of
the Dutch Civil Code without any further notice or action being necessary. For
the avoidance of doubt, a default in the performance of Corresponding
Obligations shall have occurred, inter alia,
upon the taking by the Administrative Agent of any of the actions referred to
in the final paragraph of section 7.01 of the Credit Agreement.


3.             The Collateral Agent is hereby irrevocably
authorised (without obligation) by the Mortgagor in the event of such a sale:


a.               to offer the Property and, where applicable,
the Rights for sale; and


b.     to cause any of the
Collateral to be registered in the name of the new owner(s) following the sale
to the extent required on behalf of the Mortgagor, to do all such acts and to
sign all such documents as are necessary for that purpose pursuant to the laws
of the Netherlands.


4.             The Collateral Agent shall apply the proceeds
of the Collateral and the foreclosure


 


8





















 


of the Rights of Mortgage or
any of them in satisfaction of the relevant Secured Obligations and/or the
Corresponding Obligations, in each case in accordance with Section 9.23 of the
Credit Agreement and applicable provisions of Netherlands law.


5.             The Mortgagor shall at any time, upon written
request of the Collateral Agent after the issuance of a Default Notice to the
Mortgagor, execute and cause to be filed, at Mortgagors’ expense, such
documents and instruments, and do such other acts and things, as the Collateral
Agent may reasonably deem desirable in obtaining the full benefits of this
Agreement (including the protection and preservation of its rights) and of the
rights and powers granted hereunder or granted to a Collateral Agent under the
laws of the Netherlands.


6.             The Mortgagor hereby grants to the Collateral
Agent (and any of its delegates) an irrevocable power of attorney in accordance
with section 3:74 (1) of the Dutch Civil Code to, following the issuance of a
Default Notice to it and during the continuance of an Event of Default, perform
all acts and execute all documents in order to perfect or implement this
Agreement on its behalf, and to take all actions which are necessary for the
Collateral Agent (and any of its delegates) to create, maintain, protect,
preserve and exercise its rights under this Agreement (acting reasonably). The
parties agree that section 3:68 (Selbsteintritt) of the Dutch Civil Code will
not apply and to the extent necessary, the Mortgagor hereby waives any rights
it may have under section 3:68 of the Dutch Civil Code, which waiver the
Collateral Agent hereby accepts.


 


7.  Termination (opzegging) and
release


 


1.             The Collateral Agent is entitled to terminate (opzeggen) in whole or in part the Security
Right and the contractual arrangements set forth herein. Notice of termination
must be given in writing by the Collateral Agent to the Mortgagor.


2.             The Security Right shall be terminated by
operation of law when all Secured Obligations have been unconditionally and
irrevocably paid and discharged in full, no Letters of Credit or Swap
Agreements are outstanding and all Commitments under the Credit Agreement have
terminated. At the request of the Mortgagor, the Collateral Agent shall confirm
such termination in writing and will execute all documents reasonably requested
by the Mortgagor in relation thereto (at the expense of the Mortgagor).


 


9





















 


8.  Assignment and information


 


1.             Subject to the relevant provisions of the
Credit Agreement, the Collateral Agent (but not, for the avoidance of doubt,
the Mortgagor) shall be entitled to assign and/or transfer all or part of its
rights and obligations under this Agreement to any assignee and/or transferee.


2.             The Mortgagor hereby in advance gives its
irrevocable consent to (geeft toestemming
bij voorbaat) within the meaning of section 6:156 of the Dutch Civil
Code and hereby in advance irrevocably co-operates with (verleent bij voorbaat medewerking aan),
within the meaning of sections 6:159 and 6:156 of the Dutch Civil Code, any
such assignment and/or transfer executed in accordance with the relevant
provisions of the Credit Agreement, including by means of an assumption of debt
(schuldoverneming) or transfer of
agreement (contractso­verneming),
as the case may be, hereunder.


3.             The Collateral Agent shall be entitled to
impart any information concerning the Mortgagor to any successor or proposed
successor, subject to the confidentiality provisions of the Credit Agreement.


 


9.  Records of Mortgage


 


Subject to proof to the contrary, the records of the
Collateral Agent shall be conclusive evidence (dwingend
bewijs) of the existence and amount of the Secured Obligations and
the Corresponding Obligations, subject to and in accordance with the terms of
the Credit Agreement.


 


10.  Costs


 


Subject to any provision to the contrary herein, all
costs incurred in connection with the creation of the Rights of Mortgage and
the performance by the parties of their rights and obligations under this
Agreement shall be for the account of the persons or entities designated in
section 9.05 of the Credit Agreement and shall be settled in accordance
therewith.


 


11.  Notices


 


Any notices and other communications under or in
connection with this Agreement shall be given in accordance with section 9.01
of the Credit Agreement.


 


12.  Suspension of rights and indemnity


 


1.             Throughout the Security Period, the Mortgagor
shall not:


(i)            receive, claim or have the benefit of any
payment, distribution or security from or on account of any Loan Party under
any indemnity or otherwise or exercise its rights of defence, suspension,
retention, set off or counter claim 


 


10





















 


as against any Loan Party;


(ii)         take recourse (verhaal)
or take any other step to enforce any right against any Loan Party or their
respective assets; and


(iii)      claim or vote in competition with the Collateral Agent or any of the
other Secured Parties in the bankruptcy, suspension of payment or liquidation
or analogous circumstance of any Loan Party,


except in case, in such manner and upon such terms
as the Collateral Agent, acting reasonably, may require. Any payment,
distribution or security received by the Mortgagor contrary to the provisions
of this Agreement shall be received and held by the Mortgagor as custodian (bewaarnemer) (or, if possible under
applicable law, on trust) for the benefit of the Collateral Agent and the
Secured Parties and shall, pending payment or transfer to the Collateral Agent,
to the extent legally possible, be segregated from the other assets of the
Mortgagor and shall be forthwith paid over or transferred to the Collateral
Agent. If notwithstanding the above the Mortgagor exercises any right of
defence, suspension, retention, set off or counter claim in respect of any
amount, it shall forthwith pay an amount equal to such amount to the Collateral
Agent.


2.             The Collateral Agent shall not be liable to
the Mortgagor under or pursuant to the Credit Agreement except for its willful
misconduct (opzet) or gross
negligence (grove schuld).


 


13.  Limitation, waiver


 


The
Mortgagor waives, to the fullest extent permitted by law, its right (i) to
dissolve this Agreement, pursuant to section 6:265 of the Dutch Civil Code or
on any other ground or (ii) to avoid this Agreement, including but not limited
to error (dwaling), which waiver
the Collateral Agent hereby accepts.


 


14.  Security
interest absolute


 


All
rights of the Collateral Agent, the Rights of Mortgage and all obligations of
the Mortgagor hereunder shall be absolute and unconditional irrespective of:


(i)           any change
in the time, manner or place of payment of the Parallel Debt Obligations and/or
the Corresponding Obligations or any change of or amendment to any other Loan
Document and any other document related thereto, or any other agreement or
instrument relating to any of them; or


(ii)        any exchange, release or non perfection of any other collateral, or any
release or amendment or waiver of or consent to any departure from any other
collateral for


 


11





















 


the Parallel Debt Obligations and/or the Corresponding Obligations.


 


15.  Amendment
of this agreement


 


This
Agreement may only be amended by a written agreement between the Mortgagor and
the Collateral Agent (with the consent of the Required Secured Parties), to the
extent required by Dutch law, executed before a Dutch civil-law notary.


 


16.  Governing
law and jurisdiction


 


1.             This
Agreement shall be governed by and construed in accordance with the laws of the
Netherlands.


2.             The Mortgagor consents to the exclusive
jurisdiction of the courts of Amsterdam, the Netherlands. The Mortgagor hereby
waives any objection that it may now or hereafter have to the jurisdiction of
such courts, which waiver the Collateral Agent hereby accepts. This clause is
for the benefit of the Collateral Agent only and shall not limit its right to
bring proceedings against the Mortgagor in connection with this Agreement or
any other Loan Document in any court of competent jurisdiction or concurrently
in more than one jurisdiction.


 


17. 
Severability of provisions


 


1.             Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


2.             The parties hereto agree that they will
negotiate in good faith to replace any provision hereof held invalid, illegal
or unenforceable as set out in clause 17.1 above with a valid provision which
is as similar as possible in substance to the invalid, illegal or unenforceable
provision.


 


18.  Remedies
and prevalence


 


1.             The rights and remedies of the Collateral
Agent herein, and the obligations, representations and warranties of the
Mortgagor herein, are cumulative and are not exclusive of any rights or
remedies of the Collateral Agent, or obligations, representations or warranties
of the Mortgagor, conferred or imposed by law, the Credit Agreement or any
other Loan Document.


2.             To the extent there is a conflict between the
provisions of the Credit Agreement and the provisions of this Agreement, the
provisions of the Credit Agreement shall prevail (but only to the extent that
the validity and enforceability of the mortgage and pledge created pursuant
this Agreement and the powers of attorney


 


12





















 


given pursuant this Agreement are not affected as a
consequence).


 


19.  Regulation
Board of the Royal Notarial Regulatory Body (Verordening
Koninklijke Notartiële Beroepsorganisatie)


 


The Mortgagor declares that it is aware of the fact that Paul Hubertus
Nicolaas Quist, civil-law notary in Amsterdam, is one of the partners of the
law firm of Stibbe in Amsterdam, which acts as the external legal advisor of
the Collateral Agent.


With reference to the provisions of articles 19, 20, 21 and 22 of the
‘Code of Conduct (Verordening Beroeps- en
Gedragsregels)’ as determined by the Board of the Royal Notarial
Regulatory Body (Koninklijke Notariële
Beroepsorganisatie), the Mortgagor explicitly declares that it
consents to the fact that the Collateral Agent will be assisted by Stibbe in
all cases connected with this deed and all potential conflicts arising
therefrom.


 


20.      Regulatory Matters


 


1.             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, 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.


2.             Upon and after the issuance of a Default
Notice, 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 a combination of the foregoing.


To
enforce the provisions of this clause 20, upon and after the issuance of a
Default Notice, the Collateral Agent is empowered to seek from the FCC and any


 


13





















 


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 after the issuance of a Default
Notice 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 clause 20.


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.


3.             Upon or after the occurrence of a Default Notice,
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.


4.             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.


 


14





















 


Parent further agrees that, because of the unique nature of its
undertaking in this subclause 4, 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.


5.             Without limiting the obligations of Parent
hereunder in any respect, Parent further agrees that if Parent, upon or after
the issuance of a Default Notice, 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.


 


21.      Choice of domicile


 


Parties choose domicile in this case, in
particular for the registration at the Land Registry Office of this deed, at
the office of the custodian of this deed.


This deed was executed today
in Amsterdam.


The substance of this deed
was stated and explained to the appearing person.


The appearing person
declared not to require a full reading of the deed, to have taken note of the
contents of this deed and to consent to it.


Subsequently, this deed was
read out in a limited form, and immediately thereafter signed by the appearing
person and myself, civil-law notary, at five hours seventeen minutes post
meridiem.


(signed): M.M. Hemmers, Paul
Quist


 


15