Exhibit 10.9


 


AGREEMENT OF DISCLOSED PLEDGE


 


 


between


 


 


NEW SKIES
SATELLITES B.V.


 


 


as Pledgor


 


and


 


 


DEUTSCHE BANK AG, NEW YORK BRANCH


 


as Pledgee


 


 


Credit


 


Balances on Bank Accounts


 


 


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

  	
  PARTICULARS
  OF ACCOUNTS AND ACCOUNT BANKS

  
	
   

  	
   

  
	
  ANNEX 2

  	
  FORM OF
  DEFAULT NOTICE

  
	
   

  	
   

  
	
  ANNEX 3

  	
  FORM OF
  NOTIFICATION

  
	
   

  	
   

  
	
  ANNEX 4

  	
  FORM OF
  TERMINATION NOTICE TO ACCOUNT BANK

  



 


2





















 


THIS AGREEMENT OF DISCLOSED PLEDGE OF CREDIT BALANCES ON BANK ACCOUNTS 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 Disclosed Pledge of Credit Balances on Bank
Accounts.


 


IT IS HEREBY AGREED AS FOLLOWS:


 


1              DEFINITIONS AND INTERPRETATION


 


1.1           All capitalised terms used in this Agreement of
Disclosed Pledge of Credit Balances on Bank Accounts (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 (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 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:


 


“Account” means any present and future bank
account maintained by the Pledgor from time to time with any Account Bank or
administered with a branch office of any Account Bank (including but not
limited to the Accounts listed in Annex 1 hereto);


 


“Account Banks” means the financial institutions with which the
Pledgor (now or in the future) maintains an Account and “Account Bank” means any of them;


 


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


 


“Equivalent
Sum” has the meaning ascribed thereto in Clause 6.4 below;


 


“Original
Payment” has the meaning ascribed thereto in Clause 6.4 below;


 


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


 


“Pledged
Collateral” means the Receivables;


 


“Receivables” means all present and future
receivables (vorderingen) of the
Pledgor vis-à-vis any Account Bank in respect of any Account;


 


“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           Subject to Clause 2.5 below, 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
disclosed right of pledge (openbaar
pandrecht eerste in rang), subject to permitted Liens pursuant to the Credit
Agreement over all Receivables
and, to the extent it concerns future Receivables, hereby grants in advance (verpanden bij voorbaat) to the Pledgee a
first ranking right of pledge over such future Receivables and the Pledgee hereby
accepts such rights of pledge.


 


2.3           In order to perfect the Right of Pledge, the
Pledgee shall (also on behalf of the Pledgor) notify each Account Bank (which
for the avoidance of doubt also includes financial institutions with which the
Pledgor may open an Account in the future) of the Rights of Pledge by sending a
notice (mededeling) to such
Account Bank substantially in the form of Annex
3 hereto.


 


2.4           The Pledgor hereby irrevocably authorises the
Pledgee (i) to sign and send the notifications pursuant to Clause 2.3 above
also on its behalf and (ii) to grant on behalf of the Pledgor, for the duration
of the Security Period, a right of pledge on the terms of this Agreement over


 


5





















 


Receivables acquired by the Pledgor after the date hereof,
which authorisation permits the Pledgee to (also) act as Pledgor’s counterparty
within the meaning of section 3:68 (Selbsteintritt)
of the Dutch Civil Code.


 


2.5           If no notice has been given to one or more Account
Banks in respect of the Receivables owed to Pledgor by such Account Banks, this
pledge shall upon registration with the Belastingdienst
Amsterdam Afdeling Registratie Unit constitute an undisclosed pledge over those
Receivables (stil pandrecht) until the moment notice
has been given to the relevant Account Banks.


 


2.6           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
Receivables, including, if required, 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 or the date of
such Supplemental 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.


 


2.7           Each of the Rights of Pledge is one and
indivisible (één en ondeelbaar). Partial
fulfilment of the Secured Obligation shall not extinguish the Rights of Pledge
proportionally.


 


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 Receivables.


 


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 Receivables will be pledged to the Pledgee:


 


(i)         the Pledgor holds full
and exclusive title to the Receivables existing at the time the representation
is made and is authorised (beschikkingsbevoegd)
to create a right of pledge thereover; and


 


6





















 


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


 


5              UNDERTAKINGS


 


5.1           The Pledgor undertakes to take such measures as
are necessary to procure that all of its debtors will make payments to the
Pledgor only into one of the Accounts listed in Annex 1
hereto.


 


5.2           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
Receivables and in general not to perform any acts which result or could result
in a material reduction of the value of the Receivables.


 


5.3           Except to the extent permitted pursuant to the
Credit Agreement and in the ordinary course of business, 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 Receivables or agree to a court settlement or an out-of-court settlement (gerechtelijk or buitengerechtelijk akkoord)
in respect of the Receivables.


 


5.4           The Pledgor shall, at the Pledgee’s first
request (acting reasonably), provide the Pledgee copies of any and all bank
statements pertaining to the Accounts and all information and supporting
documentation relating to the Accounts 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.


 


5.5           The Pledgor shall forthwith inform the Pledgee
of any attachment (beslag) over
any of the Accounts with an individual or joint value of EUR 50,000 or more.
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 Accounts; and


 


7





















 


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


 


5.6           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 Receivables 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.


 


5.7           In addition and without prejudice to the
obligations of the Pledgor pursuant to Clauses 5.4 and 5.5 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.


 


6              CONSENT


 


6.1           In accordance with section 3:246 of the
Dutch Civil Code, the Pledgee is entitled to demand the performance judicially
and extra-judicially of and to receive payment with respect to, the Accounts
with the relevant Account Banks. The Pledgee hereby revocably authorises the
Pledgor to demand the performance judicially and extra-judicially of and to
receive payment with respect to, the Accounts with the relevant Account Banks
until this authorisation is revoked pursuant to Clause 6.2 below. The Pledgee shall
after execution of this
Agreement inform the relevant
Account Banks of this authorisation.


 


6.2           Upon the issuance of the Default Notice to the
Pledgor, the authorisation granted to the Pledgor to demand the performance
judicially and extra-judicially of and to receive payment will terminate. In
such case, the Pledgee will notify each relevant Account Bank by written notice
substantially in the form of Annex 4 hereto.
The Pledgor shall give its prompt and full co-operation in connection herewith.


 


6.3           If the Pledgee has the right to demand the
performance judicially and extra-judicially of and to receive payment with
respect to an Account it shall also have the right to enter into court
settlement or out-of-court settlement (gerechtelijk
of buitengerechtelijk akkoord) regarding such Account with the
Account Bank concerned.


 


6.4           If an Account Bank makes any payment (the “Original Payment”) to the Pledgor in respect of a Receivable
after it has been notified by the Pledgee that the authorisation granted
pursuant to Clause 6.1 above has terminated, the Pledgor shall immediately
transfer to the Pledgee a sum equal to the amount paid by the Account Bank (the
“Equivalent Sum”) to the Pledgor,
without prejudice to any remedy which the Pledgee may have against the Account
Bank


 


8





















 


concerned, provided, however, that to the extent the Pledgee
has received payment of any part of the Equivalent Sum from the Pledgor, the
Account Bank will as a result be released for such part of its payment
obligation towards the Pledgee in respect of the Original Payment.


 


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 Receivables 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 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 the
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           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.


 


7.4           The Pledgor will not be entitled to request the
summary proceedings judge (voorzieningenrechter)
of the district court to order that (i) the Receivables 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
Receivables pursuant to section 3:246 (4) of the 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 of
the Dutch Civil Code) to the Pledgor or any person having the benefit of an
encumbrance on Receivables


 


9





















 


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
Receivables 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 2.6 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.


 


7.8           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 up 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).


 


10





















 


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 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 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:


 


11





















 


(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


 


(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:


 


12





















 


(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.


 


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.


 


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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 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 the 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


 


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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.


 


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.


 


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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.


 


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This Agreement has been entered into on 2 November 2004.


 


	
  THE PLEDGOR

  
	
   

  
	
   

  
	
  NEW SKIES SATELLITES B.V.

  
	
   

  
	
  /s/ David Viëtor

  	
   

  
	
  By: David Viëtor

  
	
  Title: attorney in fact

  
	
   

  
	
   

  
	
  THE PLEDGEE

  
	
   

  
	
   

  
	
  DEUTSCHE BANK AG, NEW YORK

  BRANCH

  
	
   

  
	
  /s/ Pieter Schütte

  	
   

  
	
  By: Pieter Schütte

  
	
  Title: attorney in fact

  



 


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