Exhibit 10.18


 


THIS
TRANSACTION AND MONITORING FEE AGREEMENT is dated as of November 2, 2004 (this
“Agreement”) and is between New Skies Satellites B.V. (f/k/a Munaro
Holding B.V.), a private company with limited liability organized under the
laws of The Netherlands (the “Company”), and Blackstone Management
Partners IV L.L.C., a Delaware limited liability company (the “Advisor”).


 


BACKGROUND


 


1.                                       The Company has entered into an Acquisition
Agreement among Neptune One Holdings Ltd., a Cayman Islands exempted company,
the Company and New Skies Satellites N.V., a public company with limited
liability organized under the laws of The Netherlands, with a corporate seat in
The Hague (the “Seller”), dated as of June 5, 2004 (the “Acquisition
Agreement”), pursuant to which the Company will acquire, subject to the
terms and conditions set forth in the Acquisition Agreement, substantially all
of the assets and liabilities of the Seller after the closing of the
Transactions (as defined below).


 


2.                                       The Advisor, by and through itself, its
affiliates and their respective officers, employees, partners, members, agents
and representatives, has expertise in the areas of finance, strategy,
investment, acquisitions and other matters relating to the Company and its
business and has facilitated the transactions referred to above and certain
other related transactions (collectively, the “Transactions”) through
their provision of financial and structural analysis, due diligence
investigations and other advice and negotiation assistance with all relevant
parties to the Transactions.  The Advisor
has also provided advice and negotiation assistance with relevant parties in
connection with the financing of the Transactions.


 


3.                                       The Company desires to avail itself for the
purpose of making and managing its investments, for the term of this Agreement,
of the Advisor’s expertise in the aforesaid areas, which the Company believes
will be beneficial to it, and the Advisor wishes to provide the services to the
Company as set forth in this Agreement in consideration of the payment of the
fees and other agreements contained herein.


 


In
consideration of the premises and agreements contained herein and of other good
and valuable consideration, the sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


AGREEMENT


 


SECTION 1.   Transaction and Advisory Fee.  In
consideration of the Advisor undertaking financial and structural analysis, due
diligence investigations, and other advice and negotiation assistance necessary
in order to enable finance to be raised such that the Transactions could be
consummated, the Company will pay, at the Effective Time (as defined herein), a
fee to the Advisor of $9,000,000.


 





















 


SECTION 2.   Appointment.  The Company
hereby engages the Advisor to provide the services described in Section 3 (the
“Services”) for the term of this Agreement on the terms and subject to
the conditions of this Agreement.


 


SECTION 3.   Services.  The Advisor hereby
agrees that during the term of this Agreement it shall render to the Company,
by and through itself, its affiliates, and their respective officers,
employees, partners, members, agents and representatives as the Advisor in its
sole discretion shall designate from time to time, advisory services relating
to the management of the investment business of the Company, including, without
limitation: (i) advice in designing financing structures; (ii) advice regarding
relationships with the Company’s lenders and bankers; (iii) advice regarding
the structure and timing of public offerings of debt and equity securities of
the Company; (iv) advice regarding strategic investments, joint ventures,
acquisitions and dispositions; and (v) such other advice directly related or
ancillary to the above advisory services as may be reasonably requested by the
Company or deemed appropriate by the Advisor in its sole discretion.  It is expressly agreed that the services to
be performed hereunder shall not include investment banking or other financial
advisory services rendered by the Advisor or its affiliates to the Company in
connection with any specific acquisition, divestiture, refinancing or
recapitalization by the Company.  The
Advisor and its affiliates may be entitled to receive additional compensation
for providing services of the type specified in the preceding sentence by
mutual agreement of the Company or such subsidiary, on the one hand, and the
Advisor and such affiliates, on the other hand.


 


SECTION 4.   Monitoring Fee.


 


(a)                                                          In consideration of the Services being
provided by the Advisor, the Company will pay to the Advisor an aggregate
annual monitoring fee of $1,500,000 or 1.0% of Adjusted EBITDA (as defined
below), whichever is greater (the “Monitoring Fee”).  The Monitoring Fee will be payable quarterly
in advance on January 1st, April 1st, July 1st
and October 1st of each year (or if such day is not a business day,
then on the following business day), by wire transfer in same-day funds to the
bank account designated by the Advisor, commencing at the Effective Time (as
defined herein) through the Termination Date (as defined below); provided
that the first Monitoring Fee hereunder will be payable on the Effective Time
and will be prorated for the period from the Effective Time to the next
quarterly payment date.  For purposes of
this Agreement, “Termination Date” means the earliest of (i) the
date on which the funds managed by the Advisor or its affiliates beneficially
own less than 5% of the common equity of the Company then outstanding on a
fully diluted basis, (ii) receipt by the Advisor of the Lump Sum Fee in
accordance with Section 4(c) and (iii) ten years from the date
hereof.  For purposes of this Section 4,
“Adjusted EBITDA” shall have the meaning set forth in the Senior Indenture dated
November 2, 2004 between the Company and U.S. Bank National Association, as
trustee.


 


(b)                                                         To the extent the Company does not pay any
installment of the Monitoring Fee when due for any reason, including by reason
of any prohibition on such payment pursuant to the terms of any debt financing
of any member of the Company’s group, the payment by the Company to the Advisor
of the accrued and payable Monitoring Fee will be payable immediately on the
earlier of (i) the first date on which the payment of such deferred
Monitoring Fee is no longer prohibited under any contract applicable to such
member of the Company’s group and the Company is otherwise able to make such
payment, and (ii) total or partial liquidation, dissolution


 


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or
winding up of the Company.  Any
installment of the Monitoring Fee not paid on the scheduled due date will bear
interest at an annual rate of 10%, compounded quarterly, from the date due
until paid.


 


(c)                                                          Notwithstanding anything to the contrary
contained in subparagraph (a) above, the Advisor may elect at any time in
connection with or in anticipation of a change of control or an initial public
offering (or at any time thereafter) (which election can be made in its sole
discretion by the delivery of written notice to the Company) to receive, in
lieu of annual payments of the Monitoring Fee, a single lump sum cash payment
equal to the then present value (using a discount rate equal to the yield to
maturity on the Notice Date of the class of outstanding U.S. government bonds
having a final maturity closest to the tenth anniversary of the date hereof
(the “Discount Rate”)) of all of the then unpaid current and future
Monitoring Fees payable under this Agreement (the “Lump Sum Fee”),
assuming the Termination Date to be the tenth anniversary hereof.  The Lump Sum Fee will be due and payable to
the Advisor by wire transfer in same-day funds to the bank account designated
by the Advisor upon the later of: (i) three business days following such
election and (ii) the closing of the change of control or initial public
offering, as the case may be.


 


(d)                                                         To the extent the Company does not pay any
portion of the Lump Sum Fee by reason of any prohibition on such payment
pursuant to the terms of any agreement or indenture governing indebtedness of any
member of the Company’s group, any unpaid portion of the Lump Sum Fee shall be
paid to the Advisor on the first date on which the payment of such unpaid
amount is permitted under such agreement or indenture, to the extent permitted
by such agreement or indenture.  Any
portion of the Lump Sum Fee not paid on the scheduled due date shall bear
interest, at the Discount Rate, compounded quarterly, from the date due until
paid.


 


SECTION 5.   Reimbursements.  In addition to
the fees payable pursuant to this Agreement, the Company will pay directly or
reimburse the Advisor and its affiliates for their Out-of-Pocket Expenses (as
defined below).  For the purposes of this
Agreement, the term “Out-of-Pocket Expenses” means the reasonable
out-of-pocket costs and expenses incurred by the Advisor and its affiliates in
connection with the Services provided under this Agreement (including prior to
the Effective Time), including, without limitation, (a) fees and
disbursements of any independent professionals and organizations, including
independent accountants, outside legal counsel or consultants, retained by the
Advisor or any of its affiliates, (b) costs of any outside services or
independent contractors such as couriers, business publications, on-line
financial services or similar services, retained or used by the Advisor or any
of its affiliates, (c) research and research-related expenses and
(d) transportation, per diem costs, word processing expenses or any
similar expense not associated with the Advisor’s or its affiliates’ ordinary
operations.  All payments or
reimbursements for Out-of-Pocket Expenses will be made by wire transfer in
same-day funds to the bank account designated by the Advisor or its relevant
affiliate promptly upon or as soon as practicable following request for
reimbursement in accordance with this Agreement.


 


SECTION 6.   Indemnification.  The Company
will indemnify and hold harmless the Advisor, its affiliates and their
respective partners (both general and limited), members (both managing and otherwise),
officers, directors, employees, agents and representatives (each such person
being an “Indemnified Party”) from and against any and all losses,
claims, damages and


 


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liabilities,
including in connection with seeking indemnification, whether joint or several
(the “Liabilities”), related to, arising out of or in connection with
the Services contemplated by this Agreement or the engagement of the Advisor
pursuant to, and the performance by the Advisor of the Services contemplated
by, this Agreement, whether or not pending or threatened, whether or not an
Indemnified Party is a party, whether or not resulting in any liability and
whether or not such action, claim, suit, investigation or proceeding is initiated
or brought by the Company.  The Company
will reimburse any Indemnified Party for all reasonable costs and expenses
(including reasonable attorneys’ fees and expenses) as they are incurred in
connection with investigating, preparing, pursuing, defending or assisting in
the defense of any action, claim, suit, investigation or proceeding for which
the Indemnified Party would be entitled to indemnification under the terms of
the previous sentence, or any action or proceeding arising therefrom, whether or
not such Indemnified Party is a party thereto. 
The Company will not be liable under the foregoing indemnification
provision with respect to any particular loss, claim, damage, liability, cost
or expense of an Indemnified Party that is determined by a court, in a final
judgment from which no further appeal may be taken, to have resulted primarily
from the gross negligence or willful misconduct of the Advisor.  The attorneys’ fees and other expenses of an
Indemnified Party shall be paid by the Company as they are incurred upon
receipt, in each case, of an undertaking by or on behalf of the Indemnified
Party to repay such amounts if it is finally judicially determined that the
Liabilities in question resulted primarily from the gross negligence or willful
misconduct of the Advisor.


 


SECTION 7.   Accuracy of Information.  The
Company shall furnish or cause to be furnished to the Advisor such information
as the Advisor believes reasonably appropriate to its monitoring, advisory and
consulting services hereunder (all such information so furnished, the “Information”).  The Company recognizes and confirms that the
Advisor (a) will use and rely primarily on the Information and on
information available from generally recognized public sources in performing
the Services contemplated by this Agreement without having independently
verified the same, (b) does not assume responsibility for the accuracy or
completeness of the Information and such other information and (c) is
entitled to rely upon the Information without independent verification.


 


SECTION 8.   Effective Time.  This Agreement
will become effective (the “Effective Time”) as of the date hereof.


 


SECTION 9.   Term.  This Agreement will
become effective as of the Effective Time and will continue until the Termination
Date, except that Section 5 will remain in effect thereafter with respect
to Out-of-Pocket Expenses which were incurred prior to or within a reasonable
period of time after the Termination Date, but have not been paid to the
Advisor in accordance with Section 5. 
The provisions of Sections 4(b), 4(d), 6, 7, 9, 10 and 11 will survive
the termination of this Agreement.


 


SECTION 10.   Permissible Activities.  Subject
to applicable law, nothing in this Agreement will in any way preclude the
Advisor or any of its affiliates (other than the Company and its employees) or
its or their respective partners (both general and limited), members (both
managing and otherwise), officers, directors, employees, agents or
representatives from engaging in any business activities or from performing
services for its or their own account or for the


 


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account of
others, including for companies that may be in competition with the business
conducted by the Advisor.


 


SECTION 11.   Miscellaneous.


 


(a)                                                          No amendment or waiver of any provision of
this Agreement, or consent to any departure by any party hereto from any such
provision, will be effective unless it is in writing and signed by the parties
hereto.  Any amendment, waiver or consent
will be effective only in the specific instance and for the specific purpose
for which given.  The waiver by any party
of any breach of this Agreement will not operate as or be construed to be a
waiver by such party of any subsequent breach.


 


(b)                                                         Any notices or other communications required
or permitted hereunder will be sufficiently given if delivered personally or
sent by facsimile with confirmed receipt, or by overnight courier, addressed as
follows or to such other address of which the parties may have given written
notice:


 


if
to the Advisor:


 


c/o
The Blackstone Group L.P.


345
Park Avenue


31st
Floor


New
York, New York  10154


Attention:  Robert Barrack


Facsimile:  (212) 583-5692


 


with
a copy (which will not constitute notice) to:


 


Simpson
Thacher & Bartlett LLP


425
Lexington Avenue


New
York, New York 10024


Attention:  Edward J. Chung


Facsimile:  (212) 455-2502


 


if
to the Company:


 


Rooseveltplantsoen
4


2517
KR The Hague


The
Netherlands


Attention:  Legal Department


Facsimile
+31 70 306 4201


 


 


Unless
otherwise specified herein, such notices or other communications will be deemed
received (i) on the date delivered, if delivered personally or sent by
facsimile with confirmed receipt, and (ii) one business day after being
sent by overnight courier.  Any party may
change


 


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the
address to which notices under this Agreement are to be sent to it by giving
written notice of a change of address in the manner provided in this Agreement
for giving notice.


 


(c)                                                          This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof, and
will supersede all previous oral and written (and all contemporaneous oral)
negotiations, commitments, agreements and understandings relating hereto.


 


(d)                                                         This Agreement will be governed by, and
construed in accordance with, the laws of the State of New York.


 


(e)                                                          No party to this Agreement may assign any of
its rights or obligations under this Agreement without the prior written
consent of the other parties hereto, except that the Advisor may assign its
rights or obligations to any affiliate or sub-advisor, and may perform the
Services through any affiliate or sub-advisor. 
Subject to the foregoing, the provisions of this Agreement will be
binding upon and inure to the benefit of the parties hereto and their
respective successors.  Subject to the
next sentence, no person or party other than the parties hereto and their
respective successors is intended to be a beneficiary of this Agreement.  The parties acknowledge and agree that the
Indemnified Parties, including without limitation the affiliates of the Advisor
that are investing directly or indirectly in the Company and their affiliates
and their respective partners (both general and limited), members (both
managing and otherwise), officers, directors, employees, agents and
representatives, are intended to be third-party beneficiaries under Section 6
of this Agreement.


 


(f)                                                            This Agreement may be executed by one or more
parties to this Agreement on any number of separate counterparts (including by
facsimile), and all of said counterparts taken together will be deemed to
constitute one and the same instrument.


 


(g)                                                         Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction will, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction will not invalidate or render unenforceable
such provision in any other jurisdiction.


 


IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed,
this Agreement on the date first written above.


 


	
   

  	
  NEW SKIES SATELLITES B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Walid N. Kamhawi

  
	
   

  	
   

  	
  Name:

  	
  Walid
  N. Kamhawi

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


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  BLACKSTONE MANAGEMENT

  PARTNERS IV L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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