Exhibit 10.4


 


EXECUTION VERSION


 




 





 


        
November 2004


 


 


EQUITABLE CHARGE OF SHARES


 


 


between


 


 


NEW SKIES SATELLITES
B.V.

as Parent


 


and


 


DEUTSCHE BANK AG, NEW
YORK BRANCH

as Collateral
Agent


 


 




 








 


5 Old Broad Street

London  EC2N 1DW


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
   

  	
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
   

  	
  1.2

  	
  Continuing Events of
  Default

  	
   

  
	
   

  	
   

  	
  1.3

  	
  Defined Terms

  	
   

  
	
   

  	
   

  	
  1.4

  	
  References
  to Agreements

  	
   

  
	
   

  	
   

  	
  1.5

  	
  Statutes

  	
   

  
	
   

  	
   

  	
  1.6

  	
  Implied Covenants

  	
   

  
	
   

  	
   

  	
  1.7

  	
  Nominees

  	
   

  
	
   

  	
   

  	
  1.8

  	
  Third Party Rights

  	
   

  
	
   

  	
   

  	
  1.9

  	
  Clause and Schedule
  Headings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  COVENANT TO PAY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.1

  	
  Covenant to Pay

  	
   

  
	
   

  	
   

  	
  2.2

  	
  Interest

  	
   

  
	
   

  	
   

  	
  2.3

  	
  Payments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  EQUITABLE CHARGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.1

  	
  Charge

  	
   

  
	
   

  	
   

  	
  3.2

  	
  Deposit of Share
  Certificates

  	
   

  
	
   

  	
   

  	
  3.3

  	
  Further Shares

  	
   

  
	
   

  	
   

  	
  3.4

  	
  Calls on Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  DIVIDENDS,
  VOTING AND INFORMATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.1

  	
  Security
  not Enforceable

  	
   

  
	
   

  	
   

  	
  4.2

  	
  Security
  Enforceable

  	
   

  
	
   

  	
   

  	
  4.3

  	
  Cure
  of Event of Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  CONTINUING SECURITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.1

  	
  Continuing and
  Independent Security

  	
   

  
	
   

  	
   

  	
  5.2

  	
  New Accounts

  	
   

  
	
   

  	
   

  	
  5.3

  	
  Avoidance
  of Payments

  	
   

  
	
   

  	
   

  	
  5.4

  	
  Appropriation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.1

  	
  No
  Adverse Interests

  	
   

  
	
   

  	
   

  	
  6.2

  	
  No Disposals

  	
   

  
	
   

  	
   

  	
  6.3

  	
  The Charged Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  UNDERTAKINGS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  FURTHER ASSURANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  ENFORCEMENT OF SECURITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.1

  	
  Security Enforceable

  	
   

  



 


i





















 


	
   

  	
   

  	
  9.2

  	
  Enforcement

  	
   

  
	
   

  	
   

  	
  9.3

  	
  Power of Sale

  	
   

  
	
   

  	
   

  	
  9.4

  	
  Statutory Powers

  	
   

  
	
   

  	
   

  	
  9.5

  	
  Law of Property Act

  	
   

  
	
   

  	
   

  	
  9.6

  	
  Realisation
  Accounts

  	
   

  
	
   

  	
   

  	
  9.7

  	
  Registration
  of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  RECEIVERS AND ADMINISTRATORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.1

  	
  Appointment of Administrators

  	
   

  
	
   

  	
   

  	
  10.2

  	
  Appointment of Receivers

  	
   

  
	
   

  	
   

  	
  10.3

  	
  Powers of a Receiver

  	
   

  
	
   

  	
   

  	
  10.4

  	
  Removal and Remuneration

  	
   

  
	
   

  	
   

  	
  10.5

  	
  Collateral Agent’s Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  APPLICATION OF PROCEEDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  POWER OF ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12.1

  	
  Appointment

  	
   

  
	
   

  	
   

  	
  12.2

  	
  Ratification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  PROTECTION OF THIRD
  PARTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  DELEGATION BY COLLATERAL
  AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  REDEMPTION OF PRIOR
  MORTGAGES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  RELEASE OF THE SECURITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.1

  	
  Grossing Up

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  COSTS AND EXPENSES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  18.1

  	
  Transaction Costs, Taxes and Indemnity

  	
   

  
	
   

  	
   

  	
  18.2

  	
  Value
  Added Tax

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  REMEDIES AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  SET-OFF

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  20.1

  	
  Right to Set-Off

  	
   

  
	
   

  	
   

  	
  20.2

  	
  No Obligation

  	
   

  
	
   

  	
   

  	
  20.3

  	
  Time Deposits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  ADDITIONAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21.1

  	
  Partial
  Invalidity

  	
   

  
	
   

  	
   

  	
  21.2

  	
  Potentially
  Avoided Payments

  	
   

  
	
   

  	
   

  	
  21.3

  	
  Currency
  Conversion

  	
   

  
	
   

  	
   

  	
  21.4

  	
  Currency
  Indemnity

  	
   

  
	
   

  	
   

  	
  21.5

  	
  Rights Cumulative

  	
   

  
	
   

  	
   

  	
  21.6

  	
  Mortgagee
  in Possession

  	
   

  



 


ii





















 


	
  22.

  	
   

  	
  ASSIGNMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  22.1

  	
  The Parent’s Rights

  	
   

  
	
   

  	
   

  	
  22.2

  	
  The Collateral Agent’s Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1

  	
  Courts of England

  	
   

  
	
   

  	
   

  	
  25.2

  	
  Appropriate Forum

  	
   

  
	
   

  	
   

  	
  25.3

  	
  Service of Process

  	
   

  
	
   

  	
   

  	
  25.4

  	
  Proceedings in Other
  Jurisdictions

  	
   

  
	
   

  	
   

  	
  25.5

  	
  General Consent

  	
   

  
	
   

  	
   

  	
  25.6

  	
  Waiver of Immunity

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  COUNTERPARTS AND
  EFFECTIVENESS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  27.1

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
  27.2

  	
  Effectiveness

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  REGULATORY
  MATTERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  28.1

  	
  Regulatory Matters.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE SCHEDULE

  	
   

  	
  THE INITIALLY CHARGED SHARES

  	
   

  
								



 


iii





















 


THIS CHARGE is made on           November 2004 between the following
parties:


 


(1)                                  NEW SKIES SATELLITES B.V., a private
company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) organised under the laws of The Netherlands with its corporate seat in Amsterdam, The Netherlands,
having its registered address at Rokin 55, 1012 kk Amsterdam, The Netherlands,
registered with the Commercial Register under number 30146277 (the “Parent”); and


 


(2)                                  DEUTSCHE BANK AG, NEW YORK BRANCH
as collateral
agent for and on behalf of the Secured Creditors (the “Collateral
Agent”, which expression includes any person which is for the time
being a collateral agent for the Secured Creditors for the purposes of this
Charge).


 


RECITALS


 


A.                                    The Lenders are willing to make certain
loan and documentary credit facilities available to the Parent on the terms and
subject to the conditions set out in the Credit Agreement.


 


B.                                    It is a condition precedent to the making
of certain loan and documentary credit facilities available to the Parent under
the Credit Agreement that the Parent enters into this Charge as security for
its and the other Obligors’ obligations and Liabilities under or in relation to
the Finance Documents.


 


C.                                    The Parent and the Collateral Agent
intend this Charge to take effect as a deed.


 


D.                                    The Collateral Agent holds the benefit of
this Charge as collateral agent for itself and the other Secured Creditors on
the terms and subject to the conditions of the Credit Agreement.


 


1.                                      INTERPRETATION


 


1.1                               Definitions


 


In this Charge the following terms have the meanings
given to them in this Clause.


 


“Borrowing Date”
means the date on which a Loan is
(or is requested to be) made and/or a Letter of Credit is (or is requested to
be) issued and/or an amendment is made which increases the stated amount of
such Letter of Credit under the Credit Agreement.


 


“Charged Property”
means the Initially Charged Shares and any other shares in each company specified in the Schedule to this Charge and any
other shares of any company incorporated in England and Wales of which the
Parent is or becomes the beneficial or registered owner together with all
dividends, stocks, shares, warrants, securities, rights, monies or other
property accruing on or derived from such shares; provided that the
Charged Property shall not include (i) to the extent applicable law requires
that a Subsidiary of the Parent issuer 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) and Equity Interests
of a UK 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


 


1





















 


Interests of a UK Subsidiary of the 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 the Parent shall use its commercially reasonable efforts to avoid
any such restrictions classified in this Clause (iv), (v) any Equity Interests
of a Person that is not directly or indirectly a U.K. Subsidiary.


 


“Charged Shares”
means any shares from time to time forming part of the Charged Property.


 


“Credit Agreement”
means the credit agreement dated as of          November 2004 between inter alios, New Skies Holding
B.V., the Parent, the Collateral Agent, Deutsche Bank AG, New York Branch, as
administrative agent, Deutsche Bank Securities Inc. and ABN Amro Incorporated,
as joint lead arrangers and the Lenders (as defined therein), as amended,
modified or supplemented from time to time.


 


“Default Rate”
means, in relation to an unpaid sum, the rate specified in section 2.13(c) (Interest) of the Credit Agreement.


 


“Finance Documents”
means, together, the Loan Documents and each Swap Agreement and “Finance Document” means any one of them.


 


“Initially Charged Shares”
means all the shares in each company specified in the Schedule to this Charge
of which the Parent is the beneficial or registered owner on the date of this
Charge, as described and identified in that Schedule.


 


“Liability”
means any liability for the payment of money, whether in respect of principal,
interest or otherwise, whether actual or contingent, whether owed jointly or
severally and whether owed as principal or surety or in any other capacity.


 


“Noticed Event of
Default” has the meaning ascribed to such term in the Parent Guarantee
and U.S. Pledge Agreement.


 


“Obligors”
means, together, the Parent, Holdings and
each Subsidiary Loan Party and “Obligor”
means any one of them.


 


“Parent Guarantee
and U.S. Pledge Agreement” means the guarantee and pledge agreement
entered into on or about the date hereof between the Parent and the Collateral
Agent.


 


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


 


“Receiver” means
any administrative receiver, a receiver and manager or any other receiver
(whether appointed pursuant to this Charge, pursuant to any statute, by a court
or otherwise) of the Charged Property (or any part thereof).


 


“Secured Creditors”
means each of the Secured Parties and
any Receiver appointed under this Charge.


 


2





















 


“Secured Obligations”
means (i) all present and future obligations and Liabilities of the Obligors to
the Secured Creditors (or any of them) under or in relation to any one or more
of the Finance Documents and (ii) 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, depositary,
overdraft, credit or debit card, electronic funds transfer and other cash
management arrangements), provided that no obligation or Liability shall be
included in the definition of “Secured Obligations” to the extent that, if it
were so included, the Security (or any part thereof) hereby created or any
other provision of this Charge would be unlawful or prohibited by any
applicable law.


 


“Security” means
the security created or purported to be created by this Charge.


 


“Security Period”
means the period beginning on the date of this Charge and ending on the date
upon which the Collateral Agent is satisfied that:


 


(a)                                  none of the Secured Creditors is under
any obligation (whether actual or contingent) to make advances or provide other
financial accommodation to any Obligor under any of the Finance Documents; and


 


(b)                                  there are no Secured Obligations under
sub paragraph (i) of the definition thereof which have not been unconditionally
and irrevocably paid and discharged in full.


 


“UK Subsidiary”
means a subsidiary of the Parent incorporated in England and Wales.


 


1.2                               Continuing Events of Default


 


An event which constitutes an Event of Default shall
be regarded as continuing if (a) the circumstances constituting such event
continue and (b) neither the Administrative Agent (being duly authorised to do
so) nor the Lenders have waived such of its or their rights under the Finance
Documents as arise as a result of the occurrence of that event.


 


1.3                               Defined Terms


 


Unless this Charge provides otherwise or the context
otherwise requires, words and expressions which are defined (or expressed to be
subject to a particular construction) in the Credit Agreement or as the case
may be, the Parent Guarantee and U.S. Pledge Agreement shall have the same
meaning (or be subject to the same construction) in this Charge.


 


1.4                               References to Agreements


 


Unless otherwise stated, any reference in this Charge
to any agreement or document (including any reference to this Charge or any
other Finance Document) shall be construed as a reference to:


 


(a)                                  such
agreement or document as amended, varied, novated or supplemented from time to
time;


 


(b)                                  any
other agreement or document whereby such agreement or document is so amended,
varied or novated; and


 


3





















 


(c)                                  any
other agreement or document entered into pursuant to or in accordance with such
agreement or document.


 


1.5                               Statutes


 


Any reference in this Charge to a statute or statutory
provision shall, unless the contrary is indicated, be construed as a reference
to such statute or statutory provision as the same shall have been or may be
amended or re-enacted.


 


1.6                               Implied Covenants


 


The following provisions of the Law of Property
(Miscellaneous Provisions) Act 1994 will not apply to Clause 3.1 (Charge) or Clause 3.2 (Deposit of Share
Certificates):


 


(a)                                  the
words “other than any charges, encumbrances or rights which that person does
not and could not reasonably be expected to know about” in Section 3(1);


 


(b)                                  the
words “except to the extent that” and all the words thereafter in Section 3(2);
and


 


(c)                                  Section
6(2).


 


1.7                               Nominees


 


If the Collateral Agent causes or requires Charged
Shares to be registered in the name of a nominee for the Collateral Agent, any
reference in this Charge to the Collateral Agent shall, if the context so
permits or requires, be construed as a reference to each of the Collateral
Agent and such nominee.


 


1.8                               Third Party Rights


 


A person which is not a party to this Charge (a “third party”) shall have no rights to
enforce the provisions of this Charge except that a third party shall have
those rights it would have had if the Contracts (Rights of Third Parties) Act
1999 had not come into effect and Clause 21.4 (Currency
Indemnity) shall be enforceable by any third party referred to in
such clause as if such third party were a party to this Charge.  Subject to Clause 26 (Amendments), the parties to this Charge
may without the consent of any third party vary or rescind this Charge.


 


1.9                               Clause and Schedule Headings


 


(a)                                  Unless
otherwise stated, any reference in this Charge to a Clause or a Schedule shall
be construed as a reference to a clause of or a schedule to this Charge.


 


(b)                                  Clause
and Schedule headings are for ease of reference only and shall not affect the
construction or interpretation of this Charge.


 


2.                                      COVENANT
TO PAY


 


2.1                               Covenant to Pay


 


The Parent agrees that promptly on demand of the
Collateral Agent it will pay to the Collateral Agent any Secured Obligation
which is due in accordance with the terms of the relevant Finance Document but
unpaid.


 


4





















 


2.2                               Interest


 


Any Secured Obligation which is owed by the Parent
under this Charge and is not paid when due in accordance with the terms of the
relevant Finance Document shall bear interest at the Default Rate from the due
date until the date on which such Secured Obligation is unconditionally and
irrevocably paid in full and such interest shall accrue from day to day (after
as well as before judgment) and be payable by the Parent on demand of the
Collateral Agent.


 


2.3                               Payments


 


Any payment made by the Parent under this Charge shall
be made free and clear of and without any deduction for or on account of any
set-off or counterclaim and shall be made in accordance with the terms set out
in section 2.18 of the Credit Agreement.


 


3.                                      EQUITABLE
CHARGE


 


3.1                               Charge


 


The Parent hereby charges by way of a first fixed
charge with full title guarantee and as continuing security for the payment,
discharge and performance of the Secured Obligations, the Charged Property in
favour of the Collateral Agent to hold the same on behalf of the Secured
Creditors on the terms set out in the Credit
Agreement.


 


3.2                               Deposit of Share Certificates


 


The Parent shall use commercially reasonable efforts
to deposit with the Collateral Agent within [20] Business Days following the
Closing Date, all share certificates and other documents of title relating to
the Initially Charged Shares together with stock transfer forms in respect of
the Initially Charged Shares duly executed in blank by or on behalf of the
Parent.


 


3.3                               Further Shares


 


Promptly following its becoming the beneficial or
registered owner of any Charged Shares (other than the Initially Charged
Shares) the Parent shall ensure that such Charged Shares (unless already so
registered) are registered in the name of the Parent and shall promptly notify
the Collateral Agent of such circumstances and deposit with the Collateral
Agent any share certificates and other documents of title representing such
Charged Shares together with blank stock transfer forms in respect of such
Charged Shares duly executed by or on behalf of the Parent.


 


3.4                               Calls on Shares


 


The Parent shall pay when due all calls or other
requests for payments due in respect of any of the Charged Property, but if the
Parent fails to make any such payment the Collateral Agent may (but shall not
be obliged to) make such payment on behalf of the Parent and if the Collateral
Agent does so the Parent shall promptly on demand of the Collateral Agent pay to
the Collateral Agent an amount equal to such payment.


 


5





















 


4.                                      DIVIDENDS, VOTING
AND INFORMATION


 


4.1                               Security not Enforceable


 


Unless and until the Security has become enforceable in accordance with
Clause 9.1 (Security Enforceable),
the Parent shall continue to be entitled to:


 


(a)                                  receive
and retain all dividends, interest and other monies arising from the Charged
Property; and


 


(b)                                  exercise
all voting rights in relation to the Charged Shares;


 


provided that the Parent shall not exercise such
voting rights in any manner that could reasonably be expected to materially and
adversely affect the rights inuring to a holder of any Charged Shares, the
rights and remedies of any of the Collateral Agent or the other Secured
Creditors under this Charge or any other Finance Document or the ability of the
Secured Creditors to exercise the same.


 


4.2                               Security Enforceable


 


At any time after the Security has become enforceable
in accordance with Clause 9.1 (Security
Enforceable), the Collateral Agent shall be entitled to cause the
Charged Shares to be registered in its name and may at its discretion (in the
name of the Parent or otherwise and without any further consent or authority
from the Parent):


 


(a)                                  exercise
or refrain from exercising any voting rights in respect of the Charged Shares
and revoke, or cause to be revoked, any proxies given pursuant to Clause 4.1 (Security not Enforceable);


 


(b)                                  apply
all dividends, interest and other monies arising from the Charged Property in
accordance with Clause 11 (Application of
Proceeds);


 


(c)                                  exercise
or refrain from exercising the rights of a legal owner of the Charged Property,
including the right, in relation to any company whose shares or other
securities are included in the Charged Property, to concur or participate in:


 


(i)                                    the
reconstruction, amalgamation, sale or other disposal of such company or any of
its assets or undertaking (including the exchange, conversion or reissue of any
shares or securities as a consequence thereof),


 


(ii)                                the
realisation, modification or variation of any rights or liabilities attaching
to any such shares or securities, and


 


(iii)                            the
exercise, renunciation or assignment of any right to subscribe for any such
shares or securities,


 


in each case in such manner and on such terms as the
Collateral Agent may think fit, and all rights resulting from any such action
shall form part of the Charged Property provided that the Collateral Agent
(acting on instructions of the Required Secured Parties) shall permit the
Parent to exercise such rights.


 


6





















 


4.3                               Cure of Event of Default


 


After all Noticed Events of Default have been cured or
waived and the Parent has delivered a certificate to the Collateral Agent to
that effect:


 


(a)                                  the
Collateral Agent shall promptly repay to the Parent (without interest) all
dividends, interest and other monies arising from the Charged Property that the
Parent would otherwise have been permitted to receive and retain pursuant to
Clause 4.1 (Security not Enforceable);
and


 


(b)                                  the
Parent shall have the right to exercise the voting rights and consensual rights
of a legal owner in respect of the Charged Property.


 


5.                                      CONTINUING
SECURITY


 


5.1                               Continuing and Independent Security


 


This Charge shall constitute and be continuing
security which shall not be released or discharged by any intermediate payment
or settlement of all or any of the Secured Obligations, shall continue in full
force and effect until the end of the Security Period and is in addition to and
independent of, and shall not prejudice or merge with, any other security (or
any right of set-off) which the Collateral Agent may hold at any time for the
Secured Obligations or any of them.


 


5.2                               New Accounts


 


If the Collateral Agent receives notice of any Lien
created or arising after the date hereof in respect of the Charged Property or
any part of it or makes demand of the Parent for payment of any or all of the
Secured Obligations:


 


(a)                                  the
Collateral Agent may open a new account or accounts in respect of any or all of
the Secured Obligations (and if it does not do so it shall be treated as if it
had done so at the time it received such notice or made such demand); and


 


(b)                                  thereafter
any amounts paid by the Parent to the Collateral Agent in respect of the
Secured Obligations, or realised or recovered by the Collateral Agent under
this Charge, shall be credited (or be treated as having been credited) to a new
account and not as having been applied in or towards payment of all or any of
the Secured Obligations.


 


5.3                               Avoidance of Payments


 


Where any release, discharge or other arrangement in
respect of any Secured Obligation or any security any Secured Creditor may hold
for such Secured Obligation is given or made in reliance on any payment or
other disposition which is avoided or must be repaid in an insolvency,
liquidation or otherwise, and whether or not such Secured Creditor has conceded
or compromised any claim that any such payment or other disposition will or
should be avoided or repaid, this Charge and the Security shall continue as if
such release, discharge or other arrangement had not been given or made.


 


7





















 


5.4                               Appropriation


 


Neither the Collateral Agent nor any other Secured
Creditor shall be obliged to apply any sums held or received by it in respect
of the Secured Obligations in or towards payment of the Secured Obligations and
any such sum shall be held by or paid to the Collateral Agent for application
pursuant to the terms of this Charge in a suspense account bearing interest at
a rate reasonably considered by the Collateral Agent to be a fair market rate.


 


6.                                      REPRESENTATIONS AND WARRANTIES


 


The Parent makes the representations and warranties
set out in Clauses 6.1 (No Adverse Interests)
to 6.3 (The Charged Shares) and acknowledges
that the Collateral Agent has entered into this Charge in reliance on those
representations and warranties.


 


6.1                               No Adverse Interests


 


Subject only to the rights and interests of the
Secured Creditors arising as a result of the Security, no person other than the
Parent has any legal or beneficial interest (or any right to claim any such
interest) in the Charged Property (or any part thereof) and the Parent has not
received notice of any such claim.


 


6.2                               No Disposals


 


Save as contemplated in this Charge and save as
permitted under the Credit Agreement, it has not transferred, mortgaged,
charged or otherwise disposed of (or agreed to transfer, mortgage, charge or
otherwise dispose of), whether by way of security or otherwise, the benefit of
all or any of its right, title and interest in and to the Charged Property (or
any part thereof).


 


6.3                               The Charged Shares


 


(a)                                  It
is the sole legal and beneficial owner of each Charged Share.


 


(b)                                  Each
Charged Share is within the Parent’s disposition and control and the terms of
each Charged Share, if applicable, and of the Memorandum and Articles of
Association or other constitutive documents of each issuer of such Charged
Share do not restrict or otherwise limit the Parent’s ability to transfer
pursuant to the enforcement of the Security created by or pursuant to this
Charge, mortgage, charge or otherwise grant security in respect of such Charged
Share.


 


(c)                                  It
will not take any action whereby the rights attaching to, or the Security over,
the Charged Shares relating thereto are altered, diluted or otherwise adversely
affected except with the prior written consent of the Collateral Agent.


 


(d)                                  Each
Charged Share is fully paid or credited as fully paid and no calls have been
made in respect of them which remain unpaid nor can any calls be made in
respect of them in the future.


 


(e)                                  Save
as otherwise expressly permitted under the Finance Documents, it has not sold
or granted any rights of pre-emption over or agreed to sell or grant any right
of pre-emption over or otherwise disposed of or agreed to dispose of the
benefit of all or any of its rights, title, interests or benefits in, to or in
respect of any Charged Share.


 


8





















 


7.                                      UNDERTAKINGS


 


Negative Pledge


 


The Parent shall
not create or permit to subsist any Lien over the Charged Property (or any part
thereof) other than Liens constituted by or created pursuant to this Charge nor
dispose of the Charged Property (and any part thereof) other than as permitted
under the Credit Agreement.


 


8.                                      FURTHER
ASSURANCE


 


The Parent shall from time to time and at its own
expense give all such assurances and do all such things as the Collateral Agent
may reasonably require in order to enable the Collateral Agent to perfect or
protect the security created or intended to be created by this Charge or to
exercise any of the rights conferred on it by this Charge or by law and to that
intent the Parent shall execute all such instruments, deeds and agreements and
give all such notices and directions as the Collateral Agent may reasonably
require.


 


9.                                      ENFORCEMENT OF SECURITY


 


9.1                               Security Enforceable


 


The Security shall
become immediately enforceable if:


 


(a)                                  an Event of Default has occurred and
is continuing; and


 


(b)                                  the Collateral Agent has given the
Parent written notice, to the extent such notice may be given without violation
of applicable law, that (i) such Event of Default constitutes a “Noticed Event
of Default” and (ii) it intends, as a result of such Event of Default (alone or
among others), to exercise its remedies under this Charge; 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.


 


9.2                               Enforcement


 


At any time after the Security has become enforceable
in accordance with Clause 9, the Collateral Agent may in its absolute
discretion enforce all or any part of the Security and exercise any of the
rights conferred on it by this Charge or by law at such times and in such
manner as it thinks fit.


 


9.3                               Power of Sale


 


At any time after the Security has become enforceable
in accordance with Clause 9, the Collateral Agent may (upon 10 Business Days’
written notice to the Parent) sell or otherwise dispose of the Charged Property
(or any part thereof) and shall be entitled to apply the proceeds of such sale
or other disposal in accordance with Clause 11 (Application of Proceeds).


 


9.4                               Statutory Powers


 


For the purposes of all powers implied by statute the
Secured Obligations shall be deemed to have become due and payable on the date
of this Charge.


 


9





















 


9.5                               Law of Property Act


 


Sections 93 and 103 of the Law of Property Act 1925
shall not apply to this Charge or to any exercise by the Collateral Agent of
its right to consolidate mortgages or its power of sale.


 


9.6                               Realisation Accounts


 


If the Collateral Agent (whether by appointment of a
Receiver or otherwise) enforces the Security, the Collateral Agent (or such
Receiver) may open and maintain with such financial institutions as it thinks
fit one or more realisation accounts bearing interest at a rate reasonably
considered by the Collateral Agent to be a fair market rate and pay any moneys
it holds or receives under or pursuant to this Charge into any such realisation
account pending the application of such moneys pursuant to Clause 11 (Application of Proceeds).


 


9.7                               Registration of Shares


 


The Collateral Agent shall be entitled at any time
after the Security has become enforceable in accordance with Clause 9.1 (Security Enforceable) to complete any
stock transfer forms then held by the Collateral Agent pursuant to this Charge
in the name of the Collateral Agent and the Parent shall do whatever the
Collateral Agent requires in order to procure the prompt registration of such
transfer and the prompt issue of a new certificate or certificates for the
relevant Charged Shares in the name of the Collateral Agent.


 


10.                               RECEIVERS AND ADMINISTRATORS


 


10.1                        Appointment of Administrators


 


At any time after
the security has become enforceable in accordance with Clause 9 (Enforcement of Security), the Collateral
Agent may appoint an administrator pursuant to the power contained in paragraph
14 of Schedule B1 to the Insolvency Act 1986.


 


10.2                        Appointment of Receivers


 


The Collateral
Agent may (a) at any time after the Security has become enforceable in
accordance with Clause 9 (Enforcement of
Security); (b) if a petition is presented for the making of an
administration order in relation to the Parent; or (c) the Parent requests it
to do so, by written instrument and without notice to the Parent, appoint any
one or more persons as Receiver of such part of the Charged Property as may be
permitted by law, each such person being entitled to act individually as well
as jointly and being for all purposes deemed to be the agent of the Parent and
shall as such agent be deemed to be in the same position as a Receiver duly
appointed by a mortgagee under the Law of Property Act 1925.


 


10.3                        Powers of a Receiver


 


(a)                                  Every Receiver appointed pursuant to
Clause 10.2 (Appointment of Receivers) shall
have and be entitled to exercise all of the powers set out in paragraph (b) of
this Clause 10.3 in addition to those conferred by the Law of Property Act 1925
(as extended by this Debenture) on any receiver appointed under such Act.  If at any time there is more than one
Receiver of all or any part of the Charged Property, each such Receiver may
(unless otherwise stated in any document appointing him) exercise all of the
powers conferred on a Receiver under this Charge individually and separately
from each other Receiver.


 


10





















 


(b)                                  The powers referred to in the first
sentence of paragraph (a) of this Clause 10.3 are:


 


(i)                                    Calls     to make or require the directors of
the Parent to make calls upon the holders of share capital in the Parent and to
enforce payment of any unpaid calls as it sees fit; and


 


(ii)                                General
Powers     to do all such other acts and things as it may
consider desirable or necessary for realising all or any part of the Charged
Property over which he is appointed or incidental or conducive to any of the
matters, powers or authorities conferred on a Receiver under or by virtue of
this Charge; to exercise in relation to all or any part of the Charged Property
over which he is appointed all such powers, authorities and things as it would
be capable of exercising if it were the absolute beneficial owner of the same;
and to use the name of the Parent for all or any of such purposes.


 


10.4                        Removal and Remuneration


 


The Collateral
Agent may from time to time by writing under its hand remove any Receiver
appointed by it and may, whenever it may deem it expedient, appoint a new
Receiver in the place of any Receiver whose appointment may for any reason have
terminated and may from time to time fix the remuneration of any Receiver
appointed by it without the limitations imposed by Section 109 of the Law of
Property Act 1925.


 


10.5                        Collateral Agent’s Rights


 


To the fullest
extent permitted by law, all or any of the powers, authorities and discretions
which are conferred by this Charge (either expressly or impliedly) upon a
Receiver in respect of the Charged Property may, after the Security has become
enforceable in accordance with Clause 9 (Enforcement
of Security), be exercised by the Collateral Agent in relation to
the whole or any part of the Charged Property irrespective of the appointment
of a Receiver of all or any part of such Charged Property.


 


11.                               APPLICATION OF PROCEEDS


 


Any moneys held or received by the Collateral Agent or
by any Receiver appointed by it under or pursuant to this Charge shall be
applied by the Collateral Agent or, as
the case may be, the Receiver in the manner specified in section 9.23 of
the Credit Agreement.


 


12.                               POWER
OF ATTORNEY


 


12.1                        Appointment


 


By way of security for the performance of its
obligations hereunder, the Parent hereby irrevocably appoints each of the
Collateral Agent, any Receiver of the Charged Property or any part of it and
their delegates and sub-delegates to be its attorney acting severally (or
jointly with any other such attorney or attorneys) and on its behalf and in its
name or otherwise with full power after the Security has become enforceable in
accordance with the terms of Clause 9.1 (Security
Enforceable) to do any and every thing which the Parent is obliged
to do under the terms of this Charge or which such attorney considers necessary
or desirable in order to enable the Collateral Agent or such attorney to exercise
the rights conferred on it by this Charge or by law.


 


11





















 


12.2                        Ratification


 


The Parent hereby ratifies and confirms and agrees to
ratify and confirm whatever any attorney appointed under this Charge shall do
in its capacity as such.


 


13.                               PROTECTION OF THIRD PARTIES


 


No purchaser,
mortgagee or other person or company dealing with the Collateral Agent or the
Receiver or either of their agents shall be concerned to enquire whether the
Secured Obligations have become due and payable or whether any power which the
Collateral Agent or the Receiver is purporting to exercise has become
exercisable or whether any of the Secured Obligations remains outstanding or to
see to the application of any money paid to the Collateral Agent or to such
Receiver.


 


14.                               DELEGATION BY COLLATERAL AGENT


 


The Collateral
Agent (acting reasonably) may at any time and from time to time delegate by
power of attorney or in any other manner to any person or persons all or any of
the powers, authorities and discretions which are for the time being
exercisable by the Collateral Agent under this Charge in relation to all or any
part of the Charged Property.  Any such
delegation may be made upon such terms (including power to sub-delegate) and subject
to such regulations as the Collateral Agent, acting reasonably, may think
fit.  The Collateral Agent shall not be
in any way liable or responsible to the Parent for any loss or damage arising
from any act, default, omission or misconduct on the part of any such delegate
or sub-delegate save in the case of gross negligence, fraud or wilful
misconduct.


 


15.                               REDEMPTION OF PRIOR MORTGAGES


 


The Collateral
Agent may, at any time after the Security has become enforceable in accordance
with Clause 9 (Enforcement of Security),
redeem any prior Lien against all or any part of the Charged Property or
procure the transfer thereof to itself and may settle and pass the accounts of
the prior mortgagee, chargee or encumbrancer. 
Any accounts so settled and passed shall be conclusive and binding on
the Parent.  All principal moneys,
interest, costs, charges and expenses of and incidental to such redemption and
transfer shall be paid by the Parent to the Collateral Agent on demand.


 


16.                               RELEASE OF THE SECURITY


 


After the end of the Security Period and as otherwise
provided under section 9.18 of the Credit Agreement, the Collateral Agent
shall, at the request and cost of the Parent, execute all such documents and do
all such other things as may be required to release the Security, in each case
without recourse to or any representation or warranty by or from the Collateral
Agent.


 


17.                               PAYMENTS


 


17.1                        Grossing Up


 


Each payment made by the Parent to the Collateral
Agent under this Charge shall be made free and clear of and without deduction
for or on account of tax unless the Parent is required to make such payment
subject to the deduction or withholding of tax, in which case the sum payable
by the Parent in respect of which such deduction or withholding is required to
be


 


12





















 


made shall be increased to the
extent necessary to ensure that, after the making of the required deduction or
withholding, the Collateral Agent receives and retains (free from any liability
in respect of any such deduction or withholding) a net sum equal to the sum
which it would have received and so retained had no such deduction or
withholding been made or required to be made.


 


18.                               COSTS
AND EXPENSES


 


18.1                        Transaction Costs, Taxes and Indemnity


 


The parties hereto agree that the Collateral Agent
shall be entitled to reimbursement of its expenses incurred hereunder in
accordance with section 9.05 of the Credit Agreement.


 


18.2                        Value
Added Tax


 


(a)                                  All amounts expressed to be payable
under this Charge by the Parent to a Secured Creditor shall be exclusive of any
VAT.  If VAT is chargeable on any supply
made by a Secured Creditor to the Parent under this Charge (whether that supply
is taxable pursuant to the exercise of an option or otherwise), the Parent
shall pay to that Secured Creditor (in addition to and at the same time as
paying that consideration) an amount equal to the amount of the VAT as further
consideration.


 


(b)                                  No payment or other consideration to
be made or furnished to the Parent pursuant to or in connection with this
Charge may be increased or added to by reference to (or as a result of any
increase in the rate of) any VAT which shall be or may become chargeable in
respect of any taxable supply.


 


(c)                                  Where this Charge requires any party
to reimburse a Secured Creditor for any costs or expenses, that party shall
also pay any amount of those costs or expenses incurred referable to VAT
charged thereon.


 


19.                               REMEDIES
AND WAIVERS


 


No failure by the Collateral Agent to exercise, nor
any delay by the Collateral Agent in exercising, any right or remedy under this
Charge shall operate as a waiver thereof nor shall any single or partial
exercise of any such right or remedy prevent any further or other exercise
thereof or the exercise of any other such right or remedy.


 


20.                               SET-OFF


 


20.1                        Right to Set-Off


 


At any time after the security has become enforceable
in accordance with Clause 9.1(b) (Security
Enforceable), each Secured Creditor may (to the extent that the same
is beneficially owned by it) set off its rights in respect of any matured
Secured Obligation against any obligation (whether or not matured) owed by such
Secured Creditor to the Parent, regardless of the place of payment, booking
branch or currency of such obligation. 
If the obligations are in different currencies, such Secured Creditor
may convert such obligation at a market rate of exchange in its usual course of
business for the purpose of effecting such set-off.


 


13





















 


20.2                        No Obligation


 


No Secured Creditor shall be obliged to exercise any
right given to it by Clause 20.1 (Right to
Set-Off).


 


20.3                        Time Deposits


 


Without prejudice to Clause 20.1 (Right to Set-Off), if any time deposit
matures on any account the Parent has with any Secured Creditor at a time
within the Security Period when:


 


(a)                                  the
Security has become enforceable; and


 


(b)                                  no
amount of Secured Obligations is due and payable,


 


such time deposit shall automatically be renewed for
such further maturity as such Secured Creditor in its absolute discretion
considers appropriate.


 


21.                               ADDITIONAL
PROVISIONS


 


21.1                        Partial Invalidity


 


If at any time any provision hereof is or becomes
illegal, invalid or unenforceable in any respect or any of the Security is or
becomes ineffective in any respect under the law of any jurisdiction, such
illegality, invalidity, unenforceability or ineffectiveness shall not affect:


 


(a)                                  the
legality, validity or enforceability of the remaining provisions hereof or the
effectiveness in any other respect of the Security under such law; or


 


(b)                                  the
legality, validity or enforceability of such provision or the effectiveness of
the Security under the law of any other jurisdiction.


 


21.2                        Potentially Avoided Payments


 


If the Collateral Agent has reasonable grounds in its
absolute discretion for believing that the Parent may be insolvent or deemed to
be insolvent pursuant to the provisions of the Insolvency Act 1986 (or any
other applicable law) as at the date of payment made by the Parent to the
Collateral Agent or the Parent became insolvent or is deemed to be insolvent as
determined by the provisions of the Insolvency Act 1986 (or any other
applicable law) as a result of a payment made by the Parent to the Collateral
Agent, the Collateral Agent shall be at liberty to (a) regard such payment as
not have been paid and (b) retain the Security pursuant to this Charge until
the expiry of a period of one month plus such statutory period within which any
assurance, security, guarantee or payment can be avoided or invalidated after the
payment and discharge in full of all Secured Obligations notwithstanding any
release, settlement, discharge or arrangement which may be given or made by the
Collateral Agent on, or as a consequence of, such payment or discharge of
liability provided that, if at any time within such period, a petition or
similar shall be presented to a competent court for an order for the winding up
or the making of an administration order or any analogous order in respect of
the Parent, or the Parent shall commence to be wound up or to go into
administration or any analogous proceedings shall be commenced by or against
the Parent, the Collateral Agent shall be at liberty to continue to retain such
security shall be deemed to continue or have been held as security for the payment
and discharge to the Collateral Agent of all Secured Obligations.


 


14





















 


21.3                        Currency Conversion


 


In order to apply any sum held or received by the
Collateral Agent in or towards payment of the Secured Obligations, the
Collateral Agent may purchase an amount in another currency and the rate of
exchange to be used shall be that at which, at such time as it considers
appropriate, the Collateral Agent is able to effect such purchase.


 


21.4                        Currency Indemnity


 


If any sum due from the Parent under this Charge or
any order or judgment given or made in relation to this Charge has to be
converted from the currency (the “first currency”)
in which the same is payable under this Charge or under such order or judgment
into another currency (the “second currency”)
for the purpose of (a) making or filing a claim or proof against the Parent,
(b) obtaining an order or judgment in any court or other tribunal or (c)
enforcing any order or judgment given or made in relation to this Charge, the
Parent shall indemnify and hold harmless each Secured Creditor from and against
any loss it suffers or incurs as a result of any discrepancy between (i) the
rate of exchange used for such purpose to convert the sum in question from the first
currency into the second currency and (ii) the rate or rates of exchange at
which such Secured Creditor may in the ordinary course of business purchase the
first currency with the second currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.


 


21.5                        Rights Cumulative


 


The rights and remedies provided by this Charge are
cumulative and not exclusive of any rights or remedies provided by law.


 


21.6                        Mortgagee in Possession


 


Neither the Collateral Agent nor any Receiver shall by
reason of its taking any action permitted by this Charge or its taking
possession of the Charged Property or any part of it be liable to account as
mortgagee in possession or be liable for any loss on realisation or for any
default or omission for which a mortgagee in possession might be liable.


 


22.                               ASSIGNMENT


 


22.1                        The Parent’s Rights


 


The rights of the Parent under this Charge are not
assignable or transferable without the consent of the Collateral Agent and the
Parent agrees that it will not purport to assign all or any such rights without
the consent of the Collateral Agent (acting on instructions of the Required
Secured Parties).


 


22.2                        The Collateral Agent’s Rights


 


The rights of the Collateral Agent under this Charge
are assignable and transferable in whole or in part and the Collateral Agent
may assign and transfer all or any such rights without the consent of the
Parent subject to the terms of the Credit Agreement.


 


15





















 


23.                               NOTICES


 


Each communication to be made under this Charge shall
be made in writing but, unless otherwise stated, may be made by fax or letter
and shall be given in the manner set out in section 9.01 of the Credit
Agreement.


 


24.                               GOVERNING
LAW


 


This Charge shall be governed by and construed in
accordance with English law.


 


25.                               JURISDICTION


 


25.1                        Courts of England


 


Each of the Parent and the Collateral Agent
irrevocably agrees that the courts of England shall have jurisdiction to hear
and determine any suit, action or proceedings, and to settle any disputes,
which may arise out of or in connection with this Mortgage (respectively “Proceedings” and “Disputes”) and,
for such purposes, irrevocably submits to the jurisdiction of such courts.


 


25.2                        Appropriate Forum


 


The Parent irrevocably waives any objection which it
might now or hereafter have to Proceedings being brought or Disputes settled in
the courts of England and agrees not to claim that any such court is not a
convenient or appropriate forum.


 


25.3                        Service of Process


 


The Parent agrees that the process by which any
Proceedings are begun may be served on it by being delivered in connection with
any Proceedings in England to New Skies
Satellites (UK) Ltd at c/o BDO Stoy Hayward LLP, Kings Wharf, 20-30 Kings Road,
Reading, RG1 3EX or, if different, its registered office for the time being. If
the appointment of the person mentioned in this Clause ceases to be effective,
the Parent shall immediately appoint another person in England to accept service
of process on its behalf in England and if it fails to do so within 15
days the Collateral Agent shall be entitled to appoint such a person by notice
to the Parent. Nothing contained in this Charge shall affect the right to serve
process in any other manner permitted by law.


 


25.4                        Proceedings in Other Jurisdictions


 


Nothing in Clause 25.1 (Courts of
England) shall (and shall not be construed so as to) limit the right
of the Collateral Agent to take Proceedings against the Parent in any other
court of competent jurisdiction nor shall the taking of Proceedings in any one
or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by
applicable law.


 


25.5                        General Consent


 


The Parent consents generally in respect of any
Proceedings to the giving of any relief or the issue of any process in
connection with such Proceedings including the making, enforcement or execution
against any property whatsoever (irrespective of its use or intended use) of
any order or judgment which may be made or given in such Proceedings.


 


16





















 


25.6                        Waiver of Immunity


 


To the extent that the Parent may in any jurisdiction
claim for itself or its assets or revenues immunity from suit, execution,
attachment (whether in aid of execution, before judgment or otherwise) or other
legal process and to the extent that in any such jurisdiction there may be
attributed to itself, its assets or revenues such immunity (whether or not
claimed), the Parent irrevocably agrees not to claim, and irrevocably waives,
such immunity to the full extent permitted by the laws of such jurisdiction.


 


26.                               AMENDMENTS


 


No term of this Charge may be amended, modified or
supplemented without the consent of the Parent and the Collateral Agent (acting
on instructions of the Required Secured Parties pursuant to Section 9.08 of the
Credit Agreement) and any such amendment, modification or supplement will be
binding on both parties hereto.


 


27.                               COUNTERPARTS AND EFFECTIVENESS


 


27.1                        Counterparts


 


This Charge may be executed in counterparts
(including, by facsimile) and such counterparts taken together shall constitute
one and the same instrument.


 


27.2                        Effectiveness


 


This Charge shall take effect and be delivered as a
deed on the date on which it is stated to be made.


 


28.                               REGULATORY
MATTERS


 


28.1                        Regulatory Matters.


 


(a)                                  Notwithstanding
anything to the contrary contained in this Charge 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 Charged Property
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 Charged Property consisting of pledged


 


17





















 


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 Charged
Property 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 Charge in order to transfer or
assign the Charged Property 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 28 after a Noticed Event of Default shall have occurred and be
continuing, the Parent 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 the Parent  whose Charged Property is subject to this
Charge for the purpose of seeking a bona fide purchaser to whom the Charged
Property 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
Charged Property.  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
Charge, to authorize the Collateral Agent to nominate a trustee or receiver to
assume control of the Charged Property, subject only to required judicial, FCC
or other consent required by Governmental Authorities, in order to effectuate
the transactions contemplated in this Clause 28.  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 Charge.  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 Charge, 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 Charged Property.


 


(d)                                  Parent
hereby acknowledges and agrees that the Charged Property 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.


 


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(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.


 


IN WITNESS WHEREOF this Charge has been executed as a deed by the Parent
and has been signed on behalf of the Collateral Agent.


 


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  EXECUTED
  AS A DEED

  	
  )

  
	
  by NEW SKIES SATELLITES B.V.

  	
  )

  
	
  by:

  	
  David Viëtor

  	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ David Viëtor

  
	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE COLLATERAL AGENT

  	
   

  
	
  For itself and for and on
  behalf of the Secured Creditors

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Greory Shefrin

  	
   

  	
  By:

  	
  /s/ Susan LeFevre

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Gregory Shefrin

  	
   

  	
  Name:

  	
  Susan LeFevre

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  November 2, 2004

  	
   

  	
  Date:

  	
  November 2, 2004

  	
   

  
											



 


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