Exhibit 10.15


 




	
  AGREEMENT AND DEED OF PLEDGE
  OF SHARES

  	
  MMH/6001933/231993

  
	
  MORHARRAS B.V.

  	
  01-11-2004

  
	
   

  	
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Today, the second of November


Two thousand and four, appeared before me,


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


 


in the present matter acting as holder of a
written power of attorney of:


 


1.             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 34134365,


(the
‘Pledgor’);


 


2.             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 prose 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 ‘Pledgee’);


 


3.             the
company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) Morharras  B.V.,
having its seat in Amsterdam, its address at 1102 BS Amsterdam Zuidoost,
Foppingadreef 22, filed at the Trade Register under number 33289114,


(‘Morharras’).


 


Powers of attorney


 


The powers of attorney are evidenced by three
(3) private deeds, which will be attached to this deed.


The appearing person declared:


 


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A.      on the second day of November two thousand and four,
amongst others, New Skies Holding B.V., the Pledgor, the Lenders party thereto,
the Pledgee (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 Pledgor and the Pledgee have agreed that the Pledgor
shall grant a first right of Pledge (een
eerste recht van pand) on the Shares (as defined below) (the “Pledge”).


 


Consequently, the appearing
person declared:


 


It is hereby agreed as
follows:


 


1.             Definitions and interpretation


 


1.1.                           All
capitalised terms used in this agreement and deed of pledge of shares (the ‘Agreement’) including the recitals, and not
otherwise defined herein shall have the meaning assigned to them in the Credit
Agreement.


 


1.2.    a.     Headings
are for convenience of reference only.


 


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


 


c.              Save where
the contrary is indicated, any reference in this Agreement to the parties or a
party to this Agreement shall be construed so as to include its or their
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.


 


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


 


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


 


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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 there under 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 there under.


 


f.                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 there under.


 


g.             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.


 


1.3.                           In this
Agreement the following words and expressions shall have the following meaning:


•                 Collateral’ means (i) the Shares and (ii) the Rights;


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


•                 ‘Future Rights’ means any and all Rights in
respect of Future Shares;


•                 ‘Future Shares’ means all shares in the
capital of Morharras which the Pledgor may hold at any time, which may be
issued to or acquired by the Pledgor after the date of this Agreement;


•                 ‘Parallel Debt Obligations’ has the meaning
ascribed thereto in section 9.19 of the Credit Agreement;


•                 ‘Present shares’ means one hundred percent
(100%) of the registered and paid-up shares in the capital of Morharras, being
eighteen thousand one hundred seventy-four (18,174) shares, each with a nominal
value of one euro (EUR 1.-), numbered 1 to 18,174 inclusive;


•                 ‘Pledge’ means the right of pledge as
created in clause 2.2;


•                 ‘Pledged  Collateral’
means the Collateral;


•                 ‘Rights’ means any and all rights to or
under dividends, other distributions, proceeds, options, warrants, claim rights
and other similar rights,


 


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other than shares in the
capital of Morharras, currently existing or in the future arising or received
with respect to or out of the Shares but excluding the Voting Rights;


•                 ‘Rights of Pledge’ means each of the rights
of pledge created under this Agreement;


•                 ‘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 the Pledgor 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) all Rights of Pledge have been released
and discharged by the Pledgee in accordance with clause 8.2 below;


•                 ‘Shares’ means the Present Shares and the
Future Shares;


•                 ‘Voting Rights’ means all voting rights
attached to the Shares.


 


2.             Pledge of the Shares and the other Collateral


 


2.1.                           The
Pledgor hereby agrees with the Pledgee and hereby undertakes that the Pledgor
shall grant to the Pledgee the rights of pledge purported to be granted under
and pursuant to this Agreement.


 


2.2.                           As
security for the payment and discharge in full, when due (whether at stated
maturity, by acceleration or otherwise), of the Secured Obligations, the
Pledgor hereby grants, for the duration of the Security Period, to the Pledgee
a first ranking right of pledge (pandrecht
eerste in rang), over the Shares and, to the extent it concerns
Future Shares, hereby grants in advance (verpanden
bij voorbaat) to the Pledgee a first ranking right of pledge over
such Future Shares, and the Pledgee hereby accepts such rights of pledge.


 


2.3.                           Subject to
clause 3.2 with respect to divi­dends and other distributions, the Pledgor, to
the extent such pledge is not included in the Pledge, and to the fullest extent
pos­sible as permitted by applicable law, hereby pledges the Rights in favour
of the Pledgee as security for the full and prompt payment and discharge of its
Secured Obligations and the Pledgee accepts such pledge.


 


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To the extent no valid pledge on the Rights is
created hereunder, the Pledgor, irrevocably and unconditionally undertakes,
immediately on demand by the Pledgee, to pledge in favour of the Pledgee and to
assign to the Pledgee the Rights subject to suclause 3.2. under the same terms
and the same conditions as set forth in this Agreement.


 


2.4.                           The
Pledgor irrevocably and unconditionally undertakes to take such action
(including the execution of documents to be made up in form and substance
satisfactory to the Pledgee) as and when the Pledgee deems necessary in its
reasonable opinion from time to time to create, perfect and maintain a valid
and enforceable first priority right of pledge in favour of the Pledgee with
respect to the Shares (and thereupon the Shares shall become subject to a right
of pledge as provided in this Agreement).


 


2.5.                           Each of
the Rights of Pledge is one and indivisible (één
en ondeelbaar).


 


Partial fulfilment of the
Secured Obligations shall not extinguish the Rights of Pledge proportionally.


 


2.6.                           The Rights
of Pledge include all accessory rights (afhankelijke
rechten) and all ancillary rights (neven
rechten) attached to the Collateral.


 


3.             Rights in respect of the Collateral


 


3.1.                           The Voting
Rights are hereby vested to the Pledgee subject to the condition precedent (opschortende voorwaarde) of the Default
Notice being issued by the Pledgee to the Pledgor.


Therefore, provided
that no Default Notice shall have been issued, the Pledgor shall remain entit­led
and authorized to exercise the Voting Rights. 
Provided that no Default Notice shall have been issued, the Pledgee
shall not have the rights which are granted to the holders of depositary
receipts issued for shares with the cooperation of a company.


 


3.2.                           The
Pledgor shall be entitled to receive, retain and utilize any and all dividends
and other distribu­tions received in cash or other payment of money in respect
of the Collateral until the Default Notice has been issued.


 


4.             Voting rights, dividends and other distributions upon issuance of Default
Notice


 


Upon the Default Notice being issued:


 


(i)           the
Pledgee shall be fully entitled, to the exclu­sion of the Pled­gor, to exercise
the Voting Rights pertaining to the Shares;


 


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(ii)        all rights
of the Pledgor to receive dividends and other distributions pursuant to the
Rights shall automa­ti­cally cease, and thereupon the Pledgee shall have the
sole right to receive and hold as Collateral such dividends and other
distributi­ons and such dividends or other distributions must be paid directly
to the Pledgee or as it may direct;


 


(iii)     the
Pledgee shall be entitled to collect any repayment on the Shares (terugbetaling op aandelen) and all
liquidation proceeds, if any, which are to be distributed in respect of the
Shares upon dissolution and liquidation of Morharras or otherwise;


 


(iv)    all
payments which are received by the Pledgor con­trary to the provi­sions of this
clause 4 shall be received on behalf of and for the benefit of the Pledgee,
shall be segregated from the other assets of the Pledgor and shall be
immediately paid over or delivered (with any necessa­ry endorsements) to the
Pledgee or its authorized designee or as the Pledgee may otherwise direct as
Collateral in the exact form as received, to be held by the Pledgee as
Collateral and as further collateral security for the Secured Obligations.


This is without prejudice to any right the
Pledgee may have against the person who made the payment.


 


5.             Representations and warranties


 


The Pledgor represents and warrants that the
following is true and correct on the date of this Agreement and each time any
Future Shares will be pledged to the Pledgee:


 


(i)           the
Present Shares are and each Future Share will be, fully paid-up and the
Collateral is free and clear of any lien, charge, encumbrance with any
restricted rights (beperkte rechten),
attachment (beslag), or any other
right or security inte­rest whatsoever, other than those created under this
Agreement and any encumbrances permitted under the Credit Agreement;


 


(ii)        the
Pledgor holds full and exclusive title to the Collateral and is authorised (beschikkingsbevoegd) to create a right of
pledge there over;


 


(iii)     the
Pledgor has acquired the Present Shares by deed of transfer of shares, executed
on the second day of November two thousand and four before M. van Olffen,
civil-law notary in Amsterdam;


 


(iv)    no depositary
receipts (certificaten van aandelen)
have been issued for the Present Shares or will be issued for the Future Shares
with the concurrence of Morharras;


 


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and


 


(v)       all
information provided by the Pledgor with regard to this deed is correct and
complete.


 


6.             Undertakings


 


6.1.                           Except to
the extent permitted pursuant to the Credit Agreement, the Pledgor undertakes
not to waive without the prior written consent of the Pledgee (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 Shares.


 


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


 


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


 


6.4.                           The
Pledgor shall forthwith inform the Pledgee of any attachment (beslag) over any part of the Collateral
exceeding an amount of fifty thousand euro (EUR 50,000.-).


The Pledgor shall:


 


(i)                                  send the
Pledgee 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 Pledgee’s interest over the Collateral; and


 


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


 


6.5.                           The
Pledgor covenants for the benefit of the Pledgee throughout the Security


 


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Period to co-operate
with the Pledgee 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 Pledgee may deem necessary in connection therewith
after the issuance of a Default Notice to it.


 


6.6.                           In
addition and without prejudice to the obligations of the Pledgor pursuant to
clauses 6.3 and 6.4 above, the Pledgor shall notify the Pledgee promptly of any
event or circumstance which could reasonably be of importance to the Pledgee
with a view to the preservation and exercise of the Pledgee’s rights under or
pursuant to this Agreement.


 


7.             Enforcement and power of attorney


 


7.1.                           Without
prejudice to any other right or remedy available to the Pledgee, the Pledgee,
by issuing the Default Notice upon
the occurrence of an Event of Default to the Pledgor, may declare the
Rights of Pledge, immediately enforceable against the Pledgor without any
(further) notice of default being required and the Pledgee may immediately
exercise in respect of any and all of the Shares any and all of its rights and
powers set out in this Agreement (subject to restrictions following from mandatory
provisions of law) irrespective of whether the Pledgee or any of the Secured
Parties shall have proceeded against or claimed payment from any party liable
for any of the Corresponding Obligations.


 


7.2.                           To the
extent necessary, the Pledgor agrees for the benefit of the Pledgee that a
default in the performance of any of the Corresponding Obligations, it shall be
deemed to be in default (verzuim)
in respect of the Secured Obligations within the meaning of section 3:248 and
6:81 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.


 


7.3.                           Upon the
issuance of the Default Notice the Pledgee shall be entitled to sell or procure
the sale of the Collateral forthwith, all to the extent permitted by applicable
laws.


 


To the fullest extent
permitted by law, the Pledgor waives (which waiver the


 


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Pledgee hereby
accepts) any right it may have (i) pursuant to section 3:234 Dutch Civil Code
to demand, in the event that the Pledgee enforces the Rights of Pledge, that
the Pledgee shall also enforce any of the security interests (zekerheidsrechten) granted by any other
Loan Parties and (ii) of requiring the Pledgee to firstly proceed against or
claim payment from any person or entity or enforce any guarantee or security
granted by any other person or entity before enforcing the Rights of Pledge
and/or any other rights under this Agreement.


 


7.4.                           The
Pledgor will not be entitled to request the summary proceedings judge (voorzieningenrechter) of the district
court to order that the Collateral shall be sold in a manner deviating from the
provision of section 3:250 Dutch Civil Code.


 


7.5.                           In the
event that the Pledgee forecloses or intends to foreclose the Rights of Pledge,
it will not be obliged to give notice (thereof) (as provided in section 3:249
and section 3:252 Dutch Civil Code) to the Pledgor or any person having the
benefit of an encumbrance on Collateral comprised in such Rights of Pledge
(save as may be otherwise provided in the Credit Agreement).


 


7.6.                           The
Pledgee shall apply the proceeds of the Collateral and the foreclosure of the
Rights of Pledge or any of them in satisfaction of the Secured Obligations
and/or the Corresponding Obligations, in each case in accordance with section
9.23 of the Credit Agreement and applicable provisions of Dutch law.


 


7.7.                           In
addition to the undertakings contained in clause 2.4 above, the Pledgor shall
at any time, upon written request of the Pledgee after the issuance of a
Default Notice to the Pledgor, execute and cause to be filed, at such Pledgor’s
joint and several expense, such documents and instruments, and do such other
acts and things, as the Pledgee 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
pledgee under the laws of the Netherlands.


 


7.8.                           The
Pledgor hereby grants to the Pledgee (and any of its delegates) an irrevocable
power of attorney (the “Power of Attorney”) in accordance with section 3:74 (1)
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


 


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on its behalf, and to
take all actions which are necessary for the Pledgee (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)
Dutch Civil Code will not apply and to the extent necessary, the Pledgor hereby
waives any rights it may have under section 3:68 Dutch Civil Code, which waiver
the Pledgee hereby accepts.


 


8.             Termination


 


8.1.                           The
Pledgee is entitled to terminate (opzeggen)
in whole or in part any Right of Pledge on all or part of the Collateral and
the contractual arrangements set forth herein.


 


Notice of termination must
be given in writing by the Pledgee to the Pledgor.


 


8.2.                           The Rights
of Pledge or any of them shall terminate 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
Pledgor, the Pledgee shall confirm such termination in writing and will execute
all documents reasonably requested by the Pledgor in relation thereto (at the
expense of the Pledgor).


 


9.             Assignment and information


 


9.1.                           Subject to
the relevant provisions of the Credit Agreement, the Pledgee (but not, for the
avoidance of doubt, the Pledgor) 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.


 


9.2.                           The
Pledgor hereby in advance gives its irrevocable consent to (geeft toestemming bij voorbaat) within the
meaning of section 6:156 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
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.


 


9.3.                           If the
Pledgee assigns and transfers its rights or obligations, the Pledgor must
promptly ensure that the conditional transfer of voting rights to that person


 


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will be effected in
accordance with section 2:198 (3) Dutch Civil Code.


 


9.4.                           The
Pledgee shall be entitled to impart any information concerning the Pledgor to
any successor or proposed successor, subject to the confidentiality provisions
of the Credit Agreement.


 


10.      Records of pledgee


 


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


 


11.      Costs


 


Subject to any provision to the contrary
herein, all costs incurred in connection with the creation of the Rights of
Pledge 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.


 


12.      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.


 


13.      Suspension of rights and indemnity


 


13.1.                     Throughout
the Security Period, the Pledgor 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 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 Pledgee or any of the other Secured Parties in the
bankruptcy, suspension of payment or liquidation or analogous circumstance of
any Loan Party,


 


except in each case, in such
manner and upon such terms as the Pledgee, acting reasonably, may require.


Any payment, distribution or
security received by the Pledgor contrary to the provisions of this Agreement
shall be received and held by the Pledgor as custodian (bewaarnemer) (or, if possible under
applicable law, on trust) for


 


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the benefit of the Pledgee
and the Secured Parties and shall, pending payment or transfer to the Pledgee,
to the extent legally possible, be segregated from the other assets of the
Pledgor and shall be forthwith paid over or transferred to the Pledgee.


 


If notwithstanding the above
the Pledgor 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 Pledgee.


 


13.2.                     The
Pledgee shall not be liable to the Pledgor under or pursuant to the Credit
Agreement whatsoever  except for
its wilful misconduct (opzet) or
gross negligence (grove schuld).


 


14.      Limitation, waiver


 


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


 


15.      Security interest absolute


 


All rights of the Pledgee, the Rights of Pledge
and all obligations of the Pledgor 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
the Parallel Debt Obligations and/or the Corresponding Obligations.


 


16.      Amendment of this agreement


 


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


 


17.      Governing law and jurisdiction


 


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


 


17.2.                     The
Pledgor consents to the exclusive jurisdiction of the courts of Amsterdam, the
Netherlands.


 


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The Pledgor hereby
waives any objection that it may now or hereafter have to the jurisdiction of
such courts, which waiver the Pledgee hereby accepts.


 


This clause is for the
benefit of the Pledgee only and shall not limit its right to bring proceedings
against the Pledgor in connection with this Agreement or any other Loan
Document in any other court of competent jurisdiction or concurrently in more
than one jurisdiction.


 


18.      Severability of provisions


 


18.1.                     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.


 


18.2.                     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
19.1 above with a valid provision which is as similar as possible in substance
to the invalid, illegal or unenforceable provision.


 


19.      Remedies and prevalence


 


19.1.                     The rights
and remedies of the Pledgee herein, and the obligations, representations and
warranties of the Pledgor herein, are cumulative and are not exclusive of any
rights or remedies of the Pledgee, or obligations, representations or
warranties of the Pledgor, conferred or imposed by law, the Credit Agreement or
any other Loan Document.


 


19.2.                     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
pledges created pursuant this Agreement and the powers of attorney given
pursuant this Agreement are not affected as a consequence).


 


20.      Regulatory Matters


 


20.1                        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, (i) the Collateral Agent will not take any action


 


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(or authorize any other
party to take any action on its behalf) which would constitute or result
in an assignment or change of control of any governmental permits, licenses, or
other authorizations, including without limitation those issued by the FCC, now
held by or to be issued to Parent or any of its subsidiaries which would
require prior notice to or approval from any Governmental Authority, or
otherwise take action hereunder which would require prior notice to or approval
from any Governmental Authority, in each case without first providing such
notice or obtaining such prior approval of the relevant Governmental
Authorities; (ii) voting rights with respect to any Collateral consisting
of pledged capital stock will remain with Parent upon and after the issuance of
a Default Notice unless and until any required prior approvals of the FCC or
other Governmental Authority shall have been obtained; (iii) upon and after the
occurrence of a Default Notice, if required by applicable law, any foreclosure
by the Collateral Agent upon Collateral consisting of pledged capital stock
shall be effected either through public auction or a private arms-length sale;
and (iv) prior to the exercise of voting rights by any purchaser of any
Collateral consisting of pledged capital stock at a private or public sale, the
prior consent of the FCC or applicable Governmental Authorities shall have been
obtained.


 


20.2                        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 Pledgee is
empowered to seek from the FCC and any other Governmental Authority, to the
extent required, consent to or approval of any involuntary assignment or
transfer of control of any entity whose Collateral is subject to this Agreement
for the purpose of seeking a bona fide purchaser to whom the Collateral will be
assigned and control will ultimately be transferred.


 


Parent agrees to cooperate
with any such purchaser and with the Collateral Agent in the preparation,
execution and filing of any applications and other documents and providing any
information that may be necessary or helpful in


 


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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 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.


 


20.3                        Upon or after the
issuance 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.


 


20.4                        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.


 


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.


 


20.5                        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


 


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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.      Final Provisions


 


21.1                        With due observance
of article 14 paragraph 1 of the articles of association of Morharras, the
Pledgor, having given the members of the Management Board of Morharras the
opportunity to cast their advisory vote, as holder of all of the shares in the
share capital of Morharras herewith resolves, without holding a meeting of
shareholders, to approve this Agreement including, without limitation, the
Rights of Pledge and the transfer of the Voting Rights on the Shares subject to
the condition precedent (opschortende
voorwaarde) of the issuance of the Default Notice.


 


21.2                        Morharras hereby
acknowledges the Pledge on the Present Shares.


 


21.3.                     Regulation Board of the Royal Notarial Regulatory Body (Verordening Konink­lijke Notariële Beroepsorganisatie)


 


The Pledgor and Morharras
declare that they are 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
N.V. in Amsterdam, which acts as the external legal advisor of the Pledgee.


 


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 Pledgor and the Companies explicitly declare that they consent to the fact
that the Pledgee will be assisted by Stibbe in all cases connected with this
deed and all potential conflicts arising therefrom


 


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 fifteen minutes post
meridiem. (Signed): M.M. Hemmers, Paul Quist


 


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