Exhibit 10.11


 


AGREEMENT OF DISCLOSED PLEDGE


 


 


between


 


NEW
SKIES SATELLITES B.V.


 


as Pledgor


 


and


 


 


DEUTSCHE
BANK AG, NEW YORK BRANCH


 


as Pledgee


 


 


Insurance Receivables


 


 


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

  	
  COUNTERPARTS

  	
   

  



 


	
  ANNEX 1

  	
  FORM OF DEFAULT NOTICE

  
	
   

  	
   

  
	
  ANNEX 2

  	
  LIST OF INSURANCES AND INSURANCE COMPANIES

  
	
   

  	
   

  
	
  ANNEX 3

  	
  FORM OF NOTIFICATION

  
	
   

  	
   

  
	
  ANNEX 4

  	
  FORM OF SUPPLEMENTAL AGREEMENT

  
	
   

  	
   

  
	
  ANNEX 5

  	
  FORM OF TERMINATION NOTICE TO INSURANCE COMPANY

  



 


2





















 


THIS AGREEMENT OF
DISCLOSED PLEDGE OF INSURANCE RECEIVABLES IS DATED 2 NOVEMBER 2004


 


BETWEEN:


 


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


 


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 and Deed of Disclosed Pledge of Insurance
Receivables.


 


IT IS HEREBY AGREED
AS FOLLOWS:


 


1              DEFINITIONS AND INTERPRETATION


 


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


 


3





















 


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:


 


“Attorney-in-Fact” has the meaning
ascribed thereto in Clause 2.7 below;


 


“Default Notice” means the default
notice substantially in the form of Annex 1 hereto;


 


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


 


“Insurances” means all present and
future insurance agreements between the Pledgor (as party taking out that
insurance and/or as beneficiary thereof) and the respective Insurance Companies
(including insurance agreements replacing or extending any present insurance
agreements), including the Insurance Companies listed in Annex 2
(containing a list of the present Insurances and the present Insurance
Companies) hereto;


 


4





















 


“Insurance Companies” means the
insurance companies having entered or entering into Insurances with the Pledgor
(as party taking out that Insurance and/or as beneficiary thereof), now or in
the future and “Insurance Company” means any of
them;


 


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


 


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


 


“Power of Attorney” has
the meaning ascribed thereto in Clause 2.7 below;


 


“Pledged Collateral” means the
Receivables;


 


“Receivables” means all present and
future claims against, rights vis-à-vis and receivables on any of the Insurance
Companies of the Pledgor under or pursuant to the Insurances (which includes
for the avoidance of doubt any insurance premium refunds);


 


“Rights of Pledge” means
the rights of pledge created under this Agreement, which includes, for the
avoidance of doubt, any and all pledges created pursuant to any Supplemental
Agreement (as defined below);


 


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


 


“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 Letters of Credit or 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; and


 


“Supplemental Agreement” means an
agreement of disclosed pledge of insurance receivable substantially in the form
of the supplemental agreement as attached hereto as Annex 3.


 


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 disclosed right of pledge (openbaar pandrecht eerste in rang), over
all Receivables, and to the extent it concerns future


 


5





















 


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.
Furthermore, the Pledgor will procure that the Collateral Agent, to the extent
necessary, will be included as loss payee in the Insurances.


 


2.3           In order to perfect the Right of Pledge, the Pledgee shall
notify each Insurance Company (which for the avoidance of doubt also includes
Insurance Companies with which the Pledgor will conclude an Insurance in the
future, or in respect of which the Pledgor will be designated as beneficiary
under an Insurance in the future) of the Rights of Pledge by sending a notice (mededeling) to the Insurance Company
substantially in the form of Annex 3 hereto.


 


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


 


2.5           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 any 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.


 


2.6           In addition to the undertakings contained in Clause 2.5
above, the Pledgor irrevocably and unconditionally undertakes to pledge to the
Pledgee on a quarterly basis any and all Receivables in respect of Insurances
it will acquire, if any, or under which it has been designated as beneficiary
after the date hereof. To the extent necessary in the reasonable opinion of the
Pledgee to pledge any and all Receivables acquired by the Pledgor after the
date hereof, The Pledgor and the Pledgee shall enter into a Supplemental
Agreement within 30 days after the last day of each calendar quarter as of the
date of this Agreement.


 


2.7           The Pledgee hereby grants to the Pledgor (an “Attorney-in-Fact”) a power of attorney (the “Power of Attorney”) which is revocable upon written notice,
to represent the Pledgee and to sign and execute on behalf of and in the name
of the Pledgee any Supplemental Agreement in the form furnished by or on behalf
of the Pledgee, between the Pledgor and the Pledgee, and materially in the form
as attached hereto as Annex 4. The
parties agree that section 3:68


 


6





















 


(Selbsteintritt) of the Dutch Civil Code
will not apply and to the extent necessary, the Pledgee hereby waives any
rights it may have under section 3:68 of the Dutch Civil Code, which waiver the
Pledgor hereby accepts. This Power of Attorney is to be construed and
interpreted as a limited power of attorney. Nothing contained in this Power of
Attorney shall be construed to grant the Attorney-in-Fact the power to initiate
or defend any suit, litigation or proceeding in the name of the Pledgee.


 


2.8           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.


 


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:


 


(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


 


(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           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.


 


7





















 


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


 


5.3           The Pledgor shall, at the Pledgee’s first request (acting
reasonably), provide in the English language the Pledgee copies of all policies
and other documents relating to the Insurances and all information and
supporting documentation relating to the Receivables 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 Receivables 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 Receivables; and


 


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


 


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 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.


 


5.6           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.


 


8





















 


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 Receivables. The Pledgee hereby revocably authorizes the Pledgor
to demand performance judicially and extra-judicially of and to receive payment
with respect to the Receivables. The Pledgee shall after execution of this
Agreement inform the relevant
Insurance Companies to note (aantekenen) the
Rights of Pledge in respect of the Pledgor on the Insurances and make all
payments in respect of the Insurances to the Pledgor until this authorisation
is revoked pursuant to Clause 6.2 below.


 


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. Promptly thereafter,
the Pledgor shall send to the Pledgee a computer print out of the books of the
Pledgor, inter alia, containing a complete list
of the names of the Insurance Companies and the Insurances. After issuance of a
Default Notice to the Pledgor, the Pledgee will notify each relevant Insurance
Company by written notice substantially in the form of Annex 5 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, the
Receivables, it shall also have the right to enter into court settlement or
out-of-court settlement (gerechtelijk of
buitengerechtelijk akkoord) regarding such Receivables with the
Insurance Company concerned.


 


6.4           If an Insurance Company 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 Insurance Company
(the “Equivalent Sum”) to the Pledgor,
without prejudice to any remedy which the Pledgee may have against the
Insurance Company concerned, provided, however, that to the extent the Pledgee
has received payment of any part of the Equivalent Sum from the Pledgor, the
Insurance 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


 


9





















 


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 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
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 2.5
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


 


10





















 


the rights
and powers granted hereunder or granted to a pledgee under the laws of the
Netherlands.


 


7.8           The Pledgors 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 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.


 


11





















 


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 and the Supplemental Agreements
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 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


 


(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,


 


12





















 


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


 


16.1         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.


 


13





















 


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 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).


 


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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.


 


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


 


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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            COUNTERPARTS


 


22.1         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 SATELLITE 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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