Exhibit 10.3


 


 


HOLDINGS GUARANTEE


 


dated and effective as of


 


November 2, 2004,


 


among


 



NEW SKIES HOLDING B.V.


 


and


 


DEUTSCHE BANK AG, NEW YORK BRANCH,

as Collateral Agent


 





















 


HOLDINGS GUARANTEE dated and effective as of
November 2, 2004 (this “Agreement”), among NEW SKIES HOLDING B.V.,
a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) organized under the
laws of The Netherlands (“Holdings”) and DEUTSCHE BANK AG, NEW YORK
BRANCH, as Collateral Agent (in such capacity, the “Collateral Agent”)
for the Secured Parties (as defined below).


 


Reference is made to the Credit Agreement dated as of
November 2, 2004 (as amended, supplemented, waived or otherwise modified
from time to time, the “Credit Agreement”), among Holdings, NEW SKIES
SATELLITES B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
organized under the laws of The Netherlands (“Parent”), certain
subsidiaries of Parent from time to time party thereto as a borrower under the
Revolving Facility provided for therein (in such capacity, the “Subsidiary
Revolving Borrowers” and together with Parent, the “Borrowers”), the
Lenders party thereto from time to time (the “Lenders”), DEUTSCHE BANK
AG, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative
Agent”) and as Collateral Agent for the Lenders, ABN AMRO BANK N.V., as
syndication agent and DEUTSCHE BANK SECURITIES INC. and ABN AMRO INCORPORATED,
as joint lead arrangers and joint book running managers.


 


The Lenders have agreed to extend credit to the
Borrowers subject to the terms and conditions set forth in the Credit
Agreement.  The obligations of the
Lenders to extend such credit are conditioned upon, among other things, the
execution and delivery of this Agreement. 
Holdings is the parent (direct or indirect) of each of the Borrowers,
will derive substantial benefits from the extension of credit to the Borrowers
pursuant to the Credit Agreement and is willing to execute and deliver this Agreement
in order to induce the Lenders to extend such credit.  Accordingly, the parties hereto agree as follows:


 


ARTICLE I.


 


Definitions


 


SECTION 1.01  Credit
Agreement.  (a)  Capitalized terms used in
this Agreement and not otherwise defined herein have the respective meanings
assigned thereto in the Credit Agreement.


 


(b)                                 The rules of construction specified in
Section 1.02 of the Credit Agreement also apply to this Agreement.


 


SECTION 1.02  Other
Defined Terms.  As used in this Agreement, the following terms
have the meanings specified below:


 


“Administrative Agent” has the meaning assigned
to such term in the preliminary statement of this Agreement.


 


“Collateral Agent” has the meaning assigned to
such term in the preliminary statement of this Agreement.


 





















 


“Credit Agreement” has the meaning assigned to
such term in the preliminary statement of this Agreement.


 


“Guaranteed Obligations” means, with respect to
the Guarantor, all of the Secured Obligations not owed directly by the
Guarantor.


 


“Guarantor” means Holdings.


 


“Loan Document Obligations” means (a) the due
and punctual payment by each Borrower of (i) the unpaid principal of and
interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding) on the Loans made to such Borrower, when and
as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by any Borrower
under the Credit Agreement in respect of any Letter of Credit, when and as due,
including payments in respect of reimbursement of disbursements, interest
thereon (including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) and obligations to provide cash collateral and
(iii) all other monetary obligations of any Borrower to any of the Secured
Parties under the Credit Agreement and each of the other Loan Documents,
including obligations to pay fees, expense and reimbursement obligations and
indemnification obligations, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) and (b) the due
and punctual performance of all other obligations of the Borrowers under or pursuant
to the Credit Agreement, this Agreement and each of the other Loan Documents.


 


“Secured
Obligations” means (a) the Loan Document Obligations, (b) the due
and punctual payment and performance of all obligations of the Guarantor owing
to the Secured Parties under and pursuant to this Agreement, (c) the due and
punctual payment and performance of all obligations of any Borrower under each
Swap Agreement that (i) is in effect on the Closing Date with a counterparty
that is a Lender or an Affiliate of a Lender as of the Closing Date or (ii) is
entered into after the Closing Date with any counterparty that is a Lender or
an Affiliate of a Lender at the time such Swap Agreement is entered into, and
(d) the due and punctual payment and performance of all obligations of any
Borrower and any of its subsidiaries in respect of overdrafts and related liabilities
owed to a Lender or any of its Affiliates and arising from cash management
services (including treasury, depository, overdraft, credit or debit card,
electronic funds transfer and other cash management arrangements).


 


“Secured Parties” means (a) the Lenders
(and any Affiliate of a Lender to which any obligation referred to in clause
(d) of the definition of the term “Secured Obligations” is owed), (b) the
Administrative Agent and the Collateral Agent, (c) each Issuing Bank,
(d) each counterparty to any Swap Agreement entered into with a Loan Party
the obligations under which constitute Secured Obligations, (e) the
beneficiaries of each indemnification obligation undertaken by any Loan Party
under any Loan Document and (f) the successors and permitted assigns of
each of the foregoing.


 


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ARTICLE II.


 


Guarantee


 


SECTION 2.01  Guarantee.  The  Guarantor unconditionally guarantees, as a
primary obligor and not merely as a surety, the due and punctual payment and performance
of its Guaranteed Obligations.  The  Guarantor further agrees that its Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice to
or further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any of its Guaranteed
Obligations.  The  Guarantor waives presentment to, demand of payment
from and protest to any Borrower of any of its Guaranteed Obligations, and also
waives notice of acceptance of its guarantee and notice of protest for nonpayment.  The Guaranteed Obligations represent the
Collateral Agent’s own separate and independent claim (eigen en zelfstandige vordering)
to receive payment of such Guaranteed Obligations from the Guarantor.


 


SECTION 2.02  Guarantee of Payment.  The
Guarantor further agrees that its guarantee hereunder constitutes a guarantee
of payment when due and not of collection, and waives any right to require that
any resort be had by the Collateral Agent or any other Secured Party to any
security held for the payment of its Guaranteed Obligations or to any balance
of any deposit account or credit on the books of the Collateral Agent or any other
Secured Party in favor of any Borrower or any other person.


 


SECTION
2.03  No
Limitations, etc.  (a)  Except
for termination of the Guarantor’s obligations hereunder as expressly provided
for in Section 4.15 or a contravention of applicable law, the obligations
of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of its Guaranteed Obligations or
otherwise.  Without limiting the generality
of the foregoing, the obligations of the Guarantor shall not be discharged or
impaired or otherwise affected by:


 


(i)                                     the failure of the Administrative Agent,
the Collateral Agent or any other Secured Party to assert any claim or demand
or to exercise or enforce any right or remedy under the provisions of any Loan
Document or otherwise;


 


(ii)                                  any rescission, waiver, amendment or
modification of, or any release from any of the terms or provisions of, any
Loan Document or any other agreement;


 


(iii)                               the failure to perfect any security
interest in, or the exchange, substitution, release or any impairment of, any
security held by the Collateral Agent or any other Secured Party for the
Secured Obligations;


 


(iv)                              any default, failure or delay, willful or
otherwise, in the performance of the Secured Obligations;


 


(v)                                 any other act or omission that may or
might in any manner or to any extent vary the risk of the Guarantor or
otherwise operate as a discharge of the Guarantor as a


 


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matter of law or equity
(other than the indefeasible payment in full in cash of all the Secured
Obligations);


 


(vi)                              any illegality, lack of validity or
enforceability of any Secured Obligation;


 


(vii)                           any change in the corporate existence,
structure or ownership of any Borrower, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Borrower or its assets
or any resulting release or discharge of any Secured Obligation;


 


(viii)                        the existence of any claim, set-off or
other rights that the Guarantor may have at any time against any Borrower, the
Collateral Agent, or any other corporation or person, whether in connection
herewith or any unrelated transactions, provided that nothing herein will
prevent the assertion of any such claim by separate suit or compulsory
counterclaim;


 


(ix)                                any law, regulation, decree or order of
any jurisdiction, or any other event, affecting any term of any of its
Guaranteed Obligations or the Collateral Agent’s rights with respect thereto,
including, without limitation:


 


(A)                              the application of any such law,
regulation, decree or order, including any prior approval, which would prevent
the exchange of a foreign currency for Dollars or any other currency in which
any of the Guaranteed Obligations is to be paid or the remittance of funds
outside of such jurisdiction or the unavailability of Dollars or such other
currency in any legal exchange market in such jurisdiction in accordance with
normal commercial practice; or


 


(B)                                a declaration of banking moratorium or
any suspension of payments by banks in such jurisdiction or the imposition by
such jurisdiction or any governmental authority thereof of any moratorium on,
the required rescheduling or restructuring of, or required approval of payments
on, any indebtedness in such jurisdiction; or


 


(C)                                any expropriation, confiscation,
nationalization or requisition by such country or any governmental authority
that directly or indirectly deprives a Borrower of any assets or their use, or
of the ability to operate its business or a material part thereof; or


 


(D)                               any war (whether or not declared),
insurrection, revolution, hostile act, civil strife or similar events occurring
in such jurisdiction which has the same effect as the events described in
clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A)
through (D) above, to the extent occurring or existing on or at any time after
the date of this Agreement); and


 


(x)                                   any
other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by the Collateral Agent
that might otherwise constitute a defense to, or a legal or equitable discharge
of, any Borrower or the Guarantor or any other guarantor or surety.


 


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The Guarantor expressly authorizes the Secured Parties
to take and hold security for the payment and performance of the Guaranteed
Obligations, to exchange, waive or release any or all such security (with or
without consideration), to enforce or apply such security and direct the order
and manner of any sale thereof in their sole discretion or to release or
substitute any one or more other guarantors or obligors upon or in respect of
the Guaranteed Obligations, all without affecting the obligations of the
Guarantor hereunder.


 


Without limiting the generality of the foregoing, with
respect to any Guaranteed Obligations that, in accordance with the express
terms of any agreement pursuant to which such Guaranteed Obligations were
created, were denominated in Dollars or any currency other than the currency of
the jurisdiction where a Borrower is principally located, the Guarantor
guarantees that it shall pay the Collateral Agent strictly in accordance with
the express terms of such agreement, including in the amounts and in the
currency expressly agreed to thereunder, irrespective of and without giving
effect to any laws of the jurisdiction where any Borrower is principally
located in effect from time to time, or any order, decree or regulation in the
jurisdiction where any Borrower is principally located.


 


(b)                                 To the fullest extent permitted by
applicable law, the Guarantor waives any defense based on or arising out of any
defense of any Borrower or other Loan Party or the unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of any Borrower or other Loan Party, other than
the indefeasible payment in full in cash of all the Guaranteed
Obligations.  The Collateral Agent and the
other Secured Parties may, at their election, foreclose on any security held by
one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust
any part of the Guaranteed Obligations, make any other accommodation with any
Borrower or exercise any other right or remedy available to them against any
Borrower, without affecting or impairing in any way the liability of the
Guarantor hereunder except to the extent the Guaranteed Obligations have been
fully and indefeasibly paid in full in cash. 
To the fullest extent permitted by applicable law, the Guarantor waives
any defense arising out of any such election even though such election
operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement
or subrogation or other right or remedy of the Guarantor against any Borrower,
as the case may be, or any security.


 


SECTION 2.04 
Reinstatement.  The Guarantor agrees that its guarantee
hereunder shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Guaranteed Obligation is
rescinded or must otherwise be restored by the Administrative Agent or any
other Secured Party upon the bankruptcy or reorganization of a Borrower, any other
Loan Party, or otherwise.


 


SECTION 2.05 
Agreement to Pay; Subrogation.  In furtherance of the foregoing and not in
limitation of any other right that the Collateral Agent or any other Secured
Party has at law or in equity against the Guarantor by virtue hereof, upon the
failure of any Borrower to pay any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, after notice of
prepayment or otherwise, the Guarantor hereby promises to and will forthwith
pay, or cause to be paid, to the Collateral Agent for distribution to the
applicable Secured Parties in cash the amount of such unpaid Guaranteed
Obligation.  Upon payment by the
Guarantor of any sums to the Collateral Agent as provided above, all rights of
the Guarantor


 


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against any Borrower, any other Loan Party
arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subject to
Article III.


 


SECTION 2.06  Information.  The Guarantor
assumes all responsibility for being and keeping itself informed of the
financial condition and assets of the respective Borrowers and other Loan
Parties, and of all other circumstances bearing upon the risk of nonpayment of
the Guaranteed Obligations and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder, and agrees that none of the
Collateral Agent or the other Secured Parties will have any duty to advise the
Guarantor of information known to it or any of them regarding such circumstances
or risks.


 


SECTION 2.07  Demand.  Notwithstanding
any other provision hereof, demand may only be made under the Guarantee
provided for in this Article II by the Collateral Agent.


 


ARTICLE III.


 


Subordination


 


SECTION 3.01  Subordination.  (a)  Notwithstanding any provision of this
Agreement to the contrary, all rights of indemnity, contribution or subrogation
of the Guarantor under applicable law or otherwise shall be fully subordinated
to the indefeasible payment in full in cash of the Secured Obligations.  No failure on the part of any Borrower or the
Guarantor to make the payments required under applicable law or otherwise shall
in any respect limit the obligations and liabilities of the Guarantor with
respect to its obligations hereunder, and the Guarantor shall remain liable for
the full amount of the obligations of the Guarantor hereunder.


 


(b)           The
Guarantor hereby agrees that all Indebtedness and other monetary obligations
owed by it to any Borrower or any Subsidiary shall be fully subordinated to the
indefeasible payment in full in cash of the Secured Obligations in the manner
provided in Exhibit H to the Credit Agreement.


 


ARTICLE IV.


 


Miscellaneous


 


SECTION 4.01  Notices.  All communications
and notices hereunder shall (except as otherwise expressly permitted herein) be
in writing and given as provided in Section 9.01 of the Credit Agreement.


 


SECTION 4.02  Guarantee Absolute.  All rights of
the Collateral Agent hereunder and all obligations of the Guarantor hereunder
shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document,
any agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time,
manner or place of payment of, or in any other term of, all or any of the
Secured Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any other Loan Document, or any other
agreement or instrument, (c) any release or amendment or waiver of or
consent under or


 


6





















 


departure from any guarantee, securing or
guaranteeing all or any of the Secured Obligations or (d) any other circumstance
that might otherwise constitute a defense available to, or a discharge of, the
Guarantor in respect of the Secured Obligations or this Agreement.


 


SECTION 4.03  Regulatory Matters.  Notwithstanding
anything to the contrary contained in this Agreement or any of the other
Security Documents, the rights of the Collateral Agent and the other
Secured Parties hereunder and under the other Security Documents are subject to
all applicable rules and regulations of the FCC and other Governmental
Authorities with jurisdiction over Parent and its subsidiaries.  Without
limiting the foregoing, the Collateral Agent will not take any action (or
authorize any other party to take any action on its behalf) which would
constitute or result in an assignment or change of control of any governmental
permits, licenses, or other authorizations, including without limitation those
issued by the FCC, now held by or to be issued to Parent or any of its
subsidiaries which would require prior notice to or approval from any
Governmental Authority, or otherwise take action hereunder which would require
prior notice to or approval from any Governmental Authority, in each case
without first providing such notice or obtaining such prior approval of the
relevant Governmental Authorities.


 


SECTION 4.04  Binding Effect; Several Agreement.  This
Agreement shall become effective as to any party to this Agreement when a
counterpart hereof executed on behalf of such party shall have been delivered
to the Collateral Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such party
and the Collateral Agent and their respective permitted successors and assigns,
and shall inure to the benefit of such party, the Collateral Agent and the
other Secured Parties and their respective permitted successors and assigns,
except that no party shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein (and any such assignment or
transfer shall be void) except as expressly contemplated by this Agreement or
the Credit Agreement.  This Agreement
shall be construed as a separate agreement with respect to each party and may
be amended, modified, supplemented, waived or released with respect to any
party without the approval of any other party and without affecting the
obligations of any other party hereunder.


 


SECTION 4.05  Successors and Assigns.  Whenever in
this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the permitted successors and assigns of such party; and
all covenants, promises and agreements by or on behalf of the Guarantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective permitted successors and assigns.


 


SECTION 4.06  Collateral Agent’s Fees and Expenses; Indemnification.  (a)  The
parties hereto agree that the Collateral Agent shall be entitled to reimbursement
of its expenses incurred hereunder as provided in Section 9.05 of the
Credit Agreement.


 


(b)           Without
limitation of its indemnification obligations under the other Loan Documents,
the Guarantor agrees to indemnify the Collateral Agent and the other
Indemnitees (as defined in Section 9.05 of the Credit Agreement) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, charges
and disbursements, incurred by or asserted against any Indemnitee arising


 


7





















 


out of, in connection with, or as a result
of, (i) the execution, delivery or performance of this Agreement or any
other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto and thereto of their respective
obligations thereunder or the consummation of the Transaction and other
transactions contemplated hereby, (ii) the use of proceeds of the Loans or
the use of any Letter of Credit or (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing whether or not any
Indemnitee is a party thereto; provided that such indemnity shall not,
as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses result primarily from the gross
negligence or willful misconduct of such Indemnitee (treating for the purposes
of this Section 4.06(b) only, any Secured Party and its Related Parties as a
single Indemnitee).


 


(c)           Any
such amounts payable as provided hereunder shall be additional Secured
Obligations hereunder.  The provisions of
this Section 4.06 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of
the Secured Obligations, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Collateral Agent or any other Secured Party.  All amounts due under this Section 4.06
shall be payable on written demand therefor (accompanied by a reasonably
detailed computation of the amounts so to be paid).


 


SECTION 4.07  [Reserved].


 


SECTION 4.08  GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.


 


SECTION 4.09  Waivers; Amendment.  (a)  No failure or delay by any Secured Party in
exercising any right, power or remedy hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy, or any abandonment or discontinuance
of steps to enforce such a right, power or remedy, preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.  The rights, powers and remedies
of the Secured Parties hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights, powers or remedies that they
would otherwise have.  No waiver of any
provision of this Agreement or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section 4.09, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  Without limiting the generality
of the foregoing, the making of a Loan or the issuance of a Letter of Credit
shall not be construed as a waiver of any Default or Event of Default,
regardless of whether any Secured Party may have had notice or knowledge of
such Default or Event of Default at the time. 
No notice or demand on any Loan Party in any case shall entitle any Loan
Party to any other or further notice or demand in similar or other circumstances.


 


8





















 


(b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Collateral Agent and the Guarantor, subject to any consent required in
accordance with Section 9.08 of the Credit Agreement.


 


SECTION 4.10  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.


 


SECTION 4.11  Severability.  In the event
any one or more of the provisions contained in this Agreement or in any other
Loan Document should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby.  The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


SECTION 4.12  Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute
but one contract, and shall become effective as provided in Section 4.04.  Delivery of an executed counterpart to this
Agreement by facsimile transmission shall be as effective as delivery of a
manually signed original.


 


SECTION 4.13  Headings.  Article and
Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.


 


SECTION 4.14  Jurisdiction; Consent to Service of Process.  (a)  Each party to this Agreement hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to
this Agreement or any other Loan Documents, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such federal court. 
Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any


 


9





















 


other manner provided by law.  Nothing in this Agreement shall affect any
right that the Administrative Agent, the Collateral Agent, any Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against the Guarantor, or its
properties, in the courts of any jurisdiction.


 


(b)           Each
party to this Agreement hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
New York State or federal court.  Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


SECTION 4.15  Termination.  (a)  This
Agreement and the guarantee made herein and, the security interests granted
hereby shall terminate when all the Loan Document Obligations have been
indefeasibly paid in full in cash, the Lenders have no further commitment to
lend under the Credit Agreement, the Revolving L/C Exposure has been reduced to
zero and each Issuing Bank has no further obligations to issue Letters of
Credit under the Credit Agreement.


 


(b)           In
connection with any termination or release pursuant to paragraph (a) of this
Section 4.15, the Collateral Agent shall execute and deliver to the Guarantor,
at the Guarantor’s expense, all documents that the Guarantor shall reasonably
request to evidence such termination or release.  Any execution and delivery of documents
pursuant to this Section 4.15 shall be without recourse to or warranty by the
Collateral Agent.


 


SECTION 4.16  Right of Set-off.  If an Event
of Default shall have occurred and be continuing, each Lender is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set-off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Lender to or for the credit or the account of any party to this
Agreement against any of and all the obligations of such party now or hereafter
existing under this Agreement owed to such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured.  The
rights of each Lender under this Section 4.16 are in addition to other
rights and remedies (including other rights of set-off) that such Lender may
have.


 


[Signature
Page Follows]


 


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IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the day and year first
above written.


 


	
   

  	
  NEW
  SKIES HOLDING B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Wladi Rabiej

  	
   

  
	
   

  	
   

  	
  Name:
  Wladi Rabiej

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  



 





















 


	
   

  	
  DEUTSCHE BANK AG, NEW YORK
  BRANCH, as 

  
	
   

  	
   

  	
  Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Shefrin

  	
   

  
	
   

  	
   

  	
  Name: Gregory Shefrin

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan LaFevre

  	
   

  
	
   

  	
   

  	
  Name: Susan LaFevre

  
	
   

  	
   

  	
  Title: Director