Exhibit
10.10


 


AGREEMENT
OF NON-POSSESSORY PLEDGE OF ASSETS


 


 


between


 


NEW SKIES SATELLITES B.V.


 


 


as Pledgor


 


and


 


 


DEUTSCHE BANK AG, NEW YORK BRANCH


 


as Pledgee


 


 


Assets


 


 


Stibbe N.V.


Strawinskylaan 2001


Amsterdam


 





















 


INDEX


 


 


	
  1

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
  2

  	
  PLEDGE

  	
   

  
	
  3

  	
  ACCESSORY RIGHTS AND ANCILLARY RIGHTS

  	
   

  
	
  4

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  5

  	
  UNDERTAKINGS

  	
   

  
	
  6

  	
  CONSENT

  	
   

  
	
  7

  	
  ENFORCEMENT AND POWER OF ATTORNEY

  	
   

  
	
  8

  	
  TERMINATION

  	
   

  
	
  9

  	
  ASSIGNMENT AND INFORMATION

  	
   

  
	
  10

  	
  RECORDS OF PLEDGEE

  	
   

  
	
  11

  	
  COSTS

  	
   

  
	
  12

  	
  NOTICES

  	
   

  
	
  13

  	
  SUSPENSION OF RIGHTS AND INDEMNITY

  	
   

  
	
  14

  	
  LIABILITY

  	
   

  
	
  15

  	
  LIMITATION; WAIVER

  	
   

  
	
  16

  	
  SECURITY INTEREST ABSOLUTE

  	
   

  
	
  17

  	
  AMENDMENT OF THIS AGREEMENT

  	
   

  
	
  18

  	
  GOVERNING LAW AND JURISDICTION

  	
   

  
	
  19

  	
  SEVERABILITY OF PROVISIONS

  	
   

  
	
  20

  	
  REMEDIES AND PREVALENCE

  	
   

  
	
  21

  	
  REGULATORY MATTERS

  	
   

  
	
  22

  	
  REGISTRATION

  	
   

  
	
  23

  	
  COUNTERPARTS

  	
   

  



 


	
  ANNEX 1

  	
  ADDRESSES OF LOCATIONS AT WHICH
  ASSETS ARE HELD

  
	
   

  	
   

  
	
  ANNEX 2

  	
  FORM OF DEFAULT NOTICE

  



 


2





















 


THIS AGREEMENT OF NON-POSSESSORY PLEDGE OF ASSETS IS DATED 2 NOVEMBER 2004


 


BETWEEN:


 


1              New Skies
Satellites B.V., a private company with limited liability (besloten vennootschap),
incorporated and existing under the laws of The Netherlands, with 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 “Pledgor”; and


 


2              Deutsche Bank AG, New York Branch, with its
principal place of business at 60 Wall Street, New York 10005, United States of
America, acting as Collateral Agent pro se in its
capacity as creditor under the Parallel Debt Obligations (as defined below) and
also for the Secured Parties, as such term is defined in the Credit Agreement
(as defined below), pursuant to the terms of the Credit Agreement (the “Pledgee”).


 


WHEREAS:


 


(a)            on 2 November 2004, 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 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); and


 


(c)            as a condition to the (continuing)
availability of such credit 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 enter into this Agreement of Non-Possessory
Pledge of Assets.


 


IT IS HEREBY AGREED AS FOLLOWS:


 


1              DEFINITIONS AND INTERPRETATION


 


1.1           All
capitalised terms used in this Agreement of Non-Possessory Pledge of Assets
(the “Agreement”), including the
recitals, and not otherwise defined herein shall have the meaning assigned to
them in the Credit Agreement.


 


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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 Loan (other)
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 same may have been, or
may from time to time be, extended, prolonged, amended, restated, supplemented,
renewed or novated, as persons may accede thereto as a party or withdraw
therefrom as a party in part or in whole or be released thereunder in part or
in whole, and as facilities and financial services are or may from time to time
be granted, extended, prolonged, increased, reduced, cancelled, withdrawn,
amended, restated, supplemented, renewed or novated thereunder.


 


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 thereunder.


 


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:


 


“Assets” means
any and all moveable assets (roerende zaken),
including but not limited to all Satellites (as defined in the Credit
Agreement), all equipment (including the respective hardware and software), all
equipment capable of receiving, treating and transmitting electromagnetic
signals where the signals can carry content of different kinds, all means of
production (productiemiddelen) and other plants (machinerie) and equipment, presently owned or hereafter
acquired by the Pledgors of any kind, nature or description, including, but not
limited to, those listed and located at the addresses listed in Annex 1 hereto;


 


“Default Notice”
means the default notice substantially in the form of Annex 2
hereto;


 


“Parallel Debt Obligations”
has the meaning ascribed thereto in clause 9.19 of the Credit Agreement;


 


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“Pledged Collateral”
means the Assets;


 


“Rights of Pledge”
means the rights of pledge created under this Agreement;


 


“Secured Obligations”
means the Parallel Debt Obligations (of each of the Loan Parties); and


 


“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.


 


2              PLEDGE


 


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 non-possessory right of pledge (stil pandrecht eerste in rang), over all Assets and, to the
extent it concerns future Assets, hereby grants in advance (verpanden bij voorbaat) to the Pledgee a
first ranking right of pledge over such future Assets and the Pledgee hereby
accepts such rights of pledge.


 


2.3           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 Assets, including the registration and filing of this Agreement
with the Belastingdienst Amsterdam Afdeling
Registratie Unit no later
than 10 business days after the date of this Agreement, and the payment
of any stamp, registration, notary or other taxes and fees in connection
therewith. As soon as reasonably practicable after such registration or filing,
the Pledgee will be provided with a copy of this Agreement together with proof
of registration or filing, as the case may be.


 


2.4           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.


 


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3              ACCESSORY RIGHTS AND ANCILLARY RIGHTS


 


3.1           The
Rights of Pledge include all accessory rights (afhankelijke
rechten) and all ancillary rights (nevenrechten)
attached to the Assets.


 


4              REPRESENTATIONS AND WARRANTIES


 


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


 


(i)         the Pledgor holds full
and exclusive title to the present Assets and is authorised (beschikkingsbevoegd) to create a right of pledge thereover;
and


 


(ii)        except for the Rights
of Pledge created pursuant to this Agreement and any encumbrances or liens
permitted by the Credit Agreement, the Assets have not been encumbered with any
attachment (beslag) or any rights in rem (beperkte rechten), none of the Assets have been assigned or
pledged in advance and all Assets can be pledged to the Pledgee.


 


5              UNDERTAKINGS


 


5.1           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 Assets and in general not to
perform any acts which result or could result in a material reduction of the
value of the Assets.


 


5.2           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 Assets or agree to a court settlement or an out-of-court settlement (gerechtelijk or buitengerechtelijk akkoord)
in respect of the Assets.


 


5.3           The
Pledgor shall, at the Pledgee’s first request, provide in the English language
the Pledgee all information and supporting documentation relating to the Assets
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.


 


5.4           The
Pledgor shall forthwith inform the Pledgee of any attachment (beslag) over any of the Assets with an
individual or joint value of EUR 50,000 or more. The Pledgor shall:


 


6





















 


(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 Assets; and


 


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


 


5.5           The
Pledgor covenants for the benefit of the Pledgee throughout the Security Period
to co-operate with the Pledgee in the collection and recovery of the Assets 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.


 


5.6           In
addition and without prejudice to the obligations of the Pledgor pursuant to
Clauses 5.3 and 5.4 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.


 


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


 


5.8           Immediately
on relocating any Asset with an individual value equal to or greater than EUR
100,000 or its other Assets consisting of raw goods (grondstoffen)
or finished products (verkoopvoorraad)
to another location than as set out in Annex 1, the
Pledgor hereby undertakes to notify the Pledgee of such relocation and of the
address of such new location.


 


5.9           The
Pledgor shall provide the Pledgee within a reasonable time from its written
request, with statements identifying all of its Assets with an individual value
equal to or greater than EUR 10,000 and its other Assets consisting of raw goods
(grondstoffen) and finished products


 


7





















 


(verkoopvoorraad), specifying the
location, address and other specifics as the Pledgee may from time to time
request.


 


6              CONSENT


 


6.1           The
Pledgee hereby revocably authorises the Pledgor (i) to use its Assets, and (ii)
to sell, transfer or otherwise dispose of any of its Assets, provided, that in doing so, the Pledgor complies with the
provisions of the Loan Documents. In respect of any Assets sold, transferred or
otherwise actually disposed of pursuant to and in accordance with the foregoing
authorisation, the Pledgee waives, renounces and relinquishes all its security
rights hereunder and pursuant thereto as of such moment of disposal. Any sale,
transfer or disposal of the Assets otherwise than in accordance with this
Clause 6.1 and the provisions of any other relevant Loan Document shall require
the Pledgee’s prior written approval. The foregoing authorisation and waiver,
renouncement and relinquishment may be terminated by the Pledgee with respect
to the Pledgor upon the issuance of a Default Notice to the Pledgor.


 


6.2           The
Pledgor shall ensure that any and all payments by purchasers or transferees of
the Assets sold or transferred by the Pledgor pursuant to and in accordance
with Clause 6.1 above shall be credited to an account in the name of the
Pledgor which is encumbered with a first right of pledge in favour of the
Pledgee. The Pledgor shall or shall cause to deliver the Assets to any
purchaser or transferee subject to a retention of title (eigendomsvoorbehoud),
if and to the extent reasonably practicable.


 


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 notice of default being required
and the Pledgee may immediately exercise in respect of any and all of the
Assets 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 other 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
upon 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 (1) and 6:81 of
the Dutch Civil Code without any further notice or action being necessary. For the avoidance of doubt, a default in the performance of Corresponding
Obligations shall have occurred, inter alia,
upon the taking by the Administrative Agent of any of the actions referred to
in the final paragraph of section 7.01 of the Credit Agreement.


 


8





















 


7.3           Upon the issuance of the Default Notice, the
Pledgee shall be authorised to enter upon any premises where Assets are located
or from which control of the Assets can be obtained and take immediate
possession thereof and remove the same or have the same delivered to such place
or places as the Pledgee may determine. In particular, the Pledgee may enter
and take control of any premises (and the assets located on such premises)
owned or leased by the Pledgor or any of its Subsidiaries from which the
Pledgor or any of its Subsidiaries carries out tracking, telemetry, teleport
and/or control operations with respect to the Satellites, including but not
limited to the Pledgor’s primary Satellites Operations Center in The Hague, the
Netherlands and the back-up facility for the Satellites Operations Center in
Redu, Belgium and any other center of operation regardless of its location. The
Pledgor shall, and shall procure that its Subsidiaries shall, offer any
assistance to the Pledgee or any person designated by the Pledgee as the Pledgee
may request to enable the Pledgee to take full control of the Satellites and to
operate the same in the manner desired by the Pledgee in its absolute
discretion. In addition, (i) the Pledgor shall, at the Pledgee’s first request,
deliver its Assets or such part thereof as the Pledgee may designate, to the
place or places indicated by the Pledgee, and (ii) the Pledgee shall be
entitled to sell or procure the sale of the Assets forthwith, all to the extent
permitted by applicable laws.


 


7.4           To the fullest extent permitted by law, the
Pledgor waives (which waiver the Pledgee hereby accepts) any right it may have
(i) pursuant to section 3:234 of the 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.


 


7.5           The Pledgor will not be entitled to request the
summary proceedings judge (voorzieningenrechter)
of the district court to order that (i) the Assets shall be sold in a manner
deviating from the provision of section 3:250 of the Dutch Civil Code or
(ii) it is entitled to exercise its rights with respect to the Assets pursuant
to section 3:246 (4) of the Dutch Civil Code.


 


7.6           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 of
the Dutch Civil Code) to the Pledgor or any person having the benefit of an
encumbrance on Assets comprised in such Rights of Pledge (save as may be
otherwise provided in the Credit Agreement).


 


7.7           The Pledgee shall apply the proceeds of the
Assets 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.


 


9





















 


7.8           In addition to the undertakings contained in Clause
2.3 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 the Pledgor’s 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.


 


7.9           The Pledgor hereby grants to the Pledgee (and
any of its delegates) an irrevocable power of attorney in accordance with section 3:74
(1) of the Dutch Civil Code to, following the issuance of a Default Notice to
it and during the continuance of an
Event of Default, perform all acts and execute all documents in order to
perfect or implement this Agreement on its behalf, and to take all actions
which are necessary for the Pledgee (and any of its delegates) to create,
maintain, protect, preserve and exercise its rights under this Agreement. The
parties agree that section 3:68 (Selbsteintritt)
of the Dutch Civil Code will not apply and to the extent necessary, the Pledgor
hereby waives any rights it may have under section 3:68 of the 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 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 to the Pledgor 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 of the Dutch
Civil Code and hereby in advance irrevocably co-operates with (verleent bij voorbaat medewerking aan),
within the meaning of


 


10





















 


sections 6:159 and 6:156 of the Dutch Civil Code, any such
assignment and/or transfer executed in accordance with the relevant provisions
of the Credit Agreement, including by means of an assumption of debt (schuldoverneming) or transfer of agreement
(contractsoverneming), as the
case may be, hereunder.


 


9.3           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 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 clause 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 clause
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 its
respective assets; and


 


11





















 


(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,


 


in each case, except 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 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.


 


14            LIABILITY


 


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


 


15            LIMITATION; WAIVER


 


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


 


16            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.


 


12





















 


17            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).


 


18            GOVERNING LAW AND JURISDICTION


 


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


 


18.2         The Pledgor consents to the exclusive
jurisdiction of the courts of Amsterdam, The Netherlands. 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 (to the extent allowed
by law) concurrently in more than one jurisdiction.


 


19            SEVERABILITY OF PROVISIONS


 


19.1         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.


 


19.2         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.


 


20            REMEDIES AND PREVALENCE


 


20.1         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.


 


20.2         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


 


13





















 


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).


 


21            REGULATORY
MATTERS


 


21.1         Notwithstanding anything to the contrary
contained in this Agreement or any of the other Security Documents, the
rights of the Pledgee 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 Pledgor and
its subsidiaries.  Without limiting the foregoing, the Pledgee 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 Pledgor 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.


 


21.2         Upon and after the issuance of a Default Notice,
the Pledgor shall take any action which the Pledgee may reasonably request in
the exercise of its rights and remedies under this Agreement in order to
transfer or assign the Collateral to the Pledgee or to such one or more third
parties as the Pledgee may designate, or to a combination of the
foregoing.  To enforce the provisions of
this Clause 21, 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.  Pledgor agrees to cooperate with any such
purchaser and with the Pledgee in the preparation, execution and filing of any
applications and other documents and providing any information that may be
necessary or helpful in obtaining the FCC’s or such other Governmental
Authority’s consent to the assignment to such purchaser of the Collateral.  Pledgor hereby agrees to consent to any such
an involuntary transfer of control upon the request of the Pledgee upon and
after the issuance of a Default Notice and, without limiting any rights of the
Pledgee under this Agreement, to authorize the Pledgee 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 21. Such trustee or
receiver shall have all the rights and powers as provided to it by law or court
order, or to the Pledgee under this Agreement. 
Pledgor 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.


 


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21.3         Upon and after the issuance of a Default Notice,
Pledgor 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.


 


21.4         Pledgor hereby acknowledges and agrees that the
Collateral is a unique asset and that a violation of Pledgor’s covenant to
cooperate with respect to any regulatory consents would result in irreparable
harm to the Pledgee for which monetary damages are not readily
ascertainable.  Pledgor further agrees
that, because of the unique nature of its undertaking in this subclause 21.4,
the same may be specifically enforced, and it hereby waives, and agrees to
waive, any claim or defense that the Pledgee would have an adequate remedy at
law for the breach of this undertaking.


 


21.5         Without limiting the obligations of Pledgor
hereunder in any respect, Pledgor further agrees that if Pledgor, upon and
after the issuance of a Default Notice, should fail or refuse to execute any
application or other document necessary or appropriate to obtain any
governmental consent necessary or appropriate for the exercise of any right of
the Pledgee hereunder, Pledgor agrees, to the extent consistent with applicable
law, that such application or other document may be executed on Pledgor’s
behalf by the clerk of any court or other forum in any competent jurisdiction
without notice to the Pledgor.


 


22            REGISTRATION


 


22.1         The Pledgee is irrevocably authorised to present
this Agreement and any agreement pursuant hereto for registration to the
relevant Belastingdienst Amsterdam Afdeling Registratie Unit
in The Netherlands.


 


23            COUNTERPARTS


 


23.1         This Agreement may be executed in any number of
counterparts and by way of facsimile exchange or email of executed signature
pages, all of which taken together shall constitute one and the same agreement.


 


[remainder of this page
intentionally left blank]


 


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This Agreement
has been entered into on 2 November 2004.


 


	
  THE PLEDGOR

  	
   

  
	
   

  	
   

  
	
  NEW SKIES SATELLITES B.V.

  	
   

  
	
   

  	
   

  
	
  /s/ Wladi Rabiej

  	
   

  	
   

  
	
  By: Wladi Rabiej

  	
   

  
	
  Title: attorney in fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE PLEDGEE

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG, NEW YORK

  BRANCH

  	
   

  
	
   

  	
   

  
	
  /s/ Philip Phoelich

  	
   

  	
   

  
	
  By: Philip Phoelich

  	
   

  
	
  Title: attorney in fact

  	
   

  



 


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