Exhibit 10.22


 


 




 





 


REGISTRATION RIGHTS AGREEMENT


 


Dated as of November 2, 2004


 


Among


 


NEW SKIES SATELLITES B.V.


 


as Issuer,


 


and


 


DEUTSCHE BANK SECURITIES INC.


 


and


 


ABN AMRO INCORPORATED


 


as Representatives of the Initial Purchasers


 


$125,000,000 91/8 %  Senior Subordinated Notes due 2012


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Exchange
  Offer

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Shelf Registration

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Additional Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Registration Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Indemnification and Contribution.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Rules 144 and 144A

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Underwritten Registrations

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Miscellaneous

  	
   

  



 


 


i





















 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is dated as of November 2, 2004, among NEW SKIES SATELLITES B.V., a company
organized under the laws of The Netherlands (the “Issuer”), and DEUTSCHE
BANK SECURITIES INC. and ABN AMRO INCORPORATED as representatives (the “Representatives”)
of the initial purchasers (the “Initial Purchasers”).


 


This Agreement is entered into in connection with
the Purchase Agreement between the Issuer and the Representatives, dated as of October 22,
2004 (the “Purchase Agreement”), which provides for, among other things,
the sale by the Issuer to the Initial Purchasers of $125,000,000 aggregate
principal amount of the Issuer’s 91/8  Senior Subordinated Notes due 2012 (the “Notes”).  In order to induce the Representatives to
enter into the Purchase Agreement, the Issuer has agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial
Purchasers and any subsequent holder or holders of the Notes.  The execution and delivery of this Agreement
is a condition to the Initial Purchasers’ obligation to purchase the Notes
under the Purchase Agreement.


 


The parties hereby agree as follows:


 


1.             Definitions


 


As used in this Agreement, the following terms shall
have the following meanings:


 


Acquisition:  The
acquisition of substantially all of the assets of New Skies Satellites N.V. by
Neptune One Holdings Ltd. and the Issuer pursuant to the transaction agreement
relating to such acquisition dated as of June 5, 2004, as amended or otherwise
modified from time to time.


 


Act: 
The Securities Act of 1933, as amended, and the rules and regulations of
the SEC promulgated thereunder.


 


Additional Interest:  See Section 4(a) hereof.


 


Advice:  See the last paragraph of Section 5
hereof.


 


Agreement:  See the introductory paragraphs hereof.


 


Applicable Period:  See Section 2(b) hereof.


 


Authorized Agent:  See Section 10(m) hereof.


 





















 


Business Day:  Any day that is not a Saturday, Sunday or a legal
holiday or day on which banking institutions or trust companies in New York City
are authorized or required by law to be closed.


 


Effectiveness Period:  See Section 3(a) hereof.


 


Event Date:  See Section 4(b) hereof.


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


Exchange Notes:  See Section 2(a) hereof.


 


Exchange Offer:  See Section 2(a) hereof.


 


Exchange Offer Registration Statement:  See Section 2(a) hereof.


 


Holder:  Any holder of a Registrable Note or
Registrable Notes.


 


Indenture:  The Indenture, dated as of November 2,
2004, between the Issuer and U.S. Bank National Association, as trustee,
pursuant to which the Notes are being issued, as amended or supplemented from
time to time in accordance with the terms thereof.


 


Information:  See Section 5(o) hereof.


 


Initial Purchasers:  See the introductory paragraphs hereof.


 


Initial Shelf Registration:  See Section 3(a) hereof.


 


Inspectors:  See Section 5(o) hereof.


 


Issue Date:  November 2, 2004, the date of original
issuance of the Notes.


 


Issuer:  See the introductory paragraphs hereof.


 


Judgment Currency:  See Section 10(o) hereof.


 


NASD:  See Section 5(s) hereof.


 


Notes:  See the introductory paragraphs hereof.


 


Participant:  See Section 7(a) hereof.


 


Participating Broker-Dealer:  See Section 2(b) hereof.


 


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Person:  An individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.


 


Private Exchange:  See Section 2(b) hereof.


 


Private Exchange Notes:  See Section 2(b) hereof.


 


Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Securities Act and any term sheet filed pursuant
to Rule 434 under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


Purchase Agreement:  See the introductory paragraphs hereof.


 


Records:  See Section 5(o) hereof.


 


Registrable Notes:  Each Note upon its original issuance and at
all times subsequent thereto, each Exchange Note as to which
Section 2(c)(iv) hereof is applicable upon original issuance and at all
times subsequent thereto and each Private Exchange Note upon original issuance
thereof and at all times subsequent thereto, until, in each case, the earliest
to occur of (i) a Registration Statement (other than, with respect to any
Exchange Note as to which Section 2(c)(iv) hereof is applicable, the
Exchange Offer Registration Statement) covering such Note, Exchange Note or
Private Exchange Note has been declared effective by the SEC and such Note,
Exchange Note or such Private Exchange Note, as the case may be, has been
disposed of in accordance with such effective Registration Statement,
(ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange
Note or Exchange Notes that may be resold without restriction under state and
federal securities laws, (iii) such Note, Exchange Note or Private
Exchange Note, as the case may be, ceases to be outstanding for purposes of the
Indenture and (iv) such Note, Exchange Note or Private Exchange Note, as
the case may be, may be resold without restriction pursuant to Rule 144(k)
(as amended or replaced) under the Securities Act.


 


Registration Statement:  Any registration statement of the Issuer that
covers any of the Notes, the Exchange Notes or the Private Exchange Notes filed
with the SEC under the Securities Act, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.


 


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Regulatory Requirements:  See the last paragraph of Section 1 hereof.


 


Representatives:  See the introductory paragraphs hereof.


 


Rule 144:  Rule 144 under the Securities Act.


 


Rule 144A:  Rule 144A under the Securities Act.


 


Rule 405:  Rule 405 under the Securities Act.


 


Rule 415:  Rule 415 under the Securities Act.


 


Rule 424:  Rule 424 under the Securities Act.


 


SEC:  The U.S. Securities and Exchange Commission.


 


Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


 


Shelf Notice:  See Section 2(c) hereof.


 


Shelf Registration:  See Section 3(b) hereof.


 


Shelf Registration Statement:  Any Registration Statement relating to a
Shelf Registration.


 


Shelf Suspension Period:  See Section 3(a) hereof.


 


Subsequent Shelf Registration:  See Section 3(b) hereof.


 


TIA:  The Trust Indenture Act of 1939, as amended,
and the rules and regulations of the SEC promulgated thereunder.


 


Trustee:  The trustee under the Indenture and the
trustee (if any) under any indenture governing the Exchange Notes and Private
Exchange Notes.


 


Underwritten registration or underwritten offering:  A registration in which securities of the Issuer
are sold to an underwriter for reoffering to the public.


 


Except as otherwise specifically provided, all
references in this Agreement to acts, laws, statutes, rules, regulations, releases,
forms, no-action letters and other regulatory requirements (collectively, “Regulatory
Requirements”) shall be deemed to refer also to any amendments thereto and
all subsequent Regulatory Requirements adopted as a replacement


 


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thereto having substantially the same effect therewith; provided
that Rule 144 shall not be deemed to amend or replace Rule 144A.


 


2.             Exchange
Offer


 


(a)           Unless the
Exchange Offer would violate applicable law or any applicable interpretation of
the staff of the SEC, the Issuer shall use its commercially reasonable efforts
to file with the SEC a Registration Statement (the “Exchange Offer
Registration Statement”) on an appropriate registration form with respect
to a registered offer (the “Exchange Offer”) to exchange any and all of
the Registrable Notes for a like aggregate principal amount of debt securities
of the Issuer (the “Exchange Notes”), that are identical in all material
respects to the Notes, except that (i) the Exchange Notes shall contain no
restrictive legend thereon, (ii) subject to compliance herewith, the
Exchange Notes shall not be subject to any increase in annual interest rate as
set forth in Section 4(a) hereof and (iii) interest thereon shall
accrue from the last date on which interest was paid on the Notes or, if no
such interest has been paid, from the Issue Date, and which are entitled to the
benefits of the Indenture or a trust indenture which is identical in all
material respects to the Indenture (other than such changes to the Indenture or
any such identical trust indenture as are necessary to comply with the TIA) and
which, in either case, has been qualified under the TIA.  The Exchange Offer shall comply with all
applicable tender offer rules and regulations under the Exchange Act and other
applicable laws.  The Issuer shall (x) use
its commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act; (y) keep the
Exchange Offer open for at least 20 Business Days (or longer if required by
applicable law) after the date that notice of the Exchange Offer is mailed to
Holders; and (z) consummate the Exchange Offer on or prior to the 240th
day following the closing date of the Acquisition (or if such 240th day is not
a Business Day, the next succeeding Business Day).


 


Each Holder (including, without limitation, each
Participating Broker-Dealer) who participates in the Exchange Offer will be
required to represent to the Issuer in writing (which may be contained in the
applicable letter of transmittal) that: 
(i) any Exchange Notes acquired in exchange for Registrable Notes
tendered are being acquired in the ordinary course of business of the Person
receiving such Exchange Notes, whether or not such recipient is such Holder
itself; (ii) at the time of the commencement or consummation of the
Exchange Offer neither such Holder nor, to the actual knowledge of such Holder,
any other Person receiving Exchange Notes from such Holder has an arrangement
or understanding with any Person to participate in the distribution of the
Exchange Notes in violation of the provisions of the Securities Act;
(iii) neither the Holder nor, to the actual knowledge of such Holder, any
other Person receiving Exchange Notes from such Holder is an “affiliate” (as
defined in Rule 405) of the Issuer or, if it is an affiliate of the Issuer,
it will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable and will provide information to be
included in the Shelf Registration Statement in accordance with


 


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Section 5 hereof in order to have its Notes included in the Shelf
Registration Statement and benefit from the provisions regarding Additional
Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Notes from such
Holder is engaging in or intends to engage in a distribution of the Exchange
Notes; (v) neither the Holder nor, to the actual knowledge of such Holder,
any other Person receiving Exchange Notes from such Holder is prohibited by any
law or policy of the SEC from participating in the Exchange Offer; and (vi) if
such Holder is a Participating Broker-Dealer, such Holder has acquired the
Registrable Notes as a result of market-making activities or other trading
activities and that it will comply with the applicable provisions of the
Securities Act (including, but not limited to, the prospectus delivery
requirements thereunder).


 


Upon consummation of the Exchange Offer in
accordance with this Section 2, the provisions of this Agreement shall continue
to apply, mutatis  mutandis, solely with respect to Registrable
Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv)
is applicable and Exchange Notes held by Participating Broker-Dealers, and the Issuer
shall have no further obligation to register Registrable Notes (other than
Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv)
hereof applies) pursuant to Section 3 hereof.


 


No securities other than the Exchange Notes shall be
included in the Exchange Offer Registration Statement.


 


(b)           The Issuer
shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable
to the Initial Purchasers, which shall contain a summary statement of the
positions taken or policies made by the staff of the SEC with respect to the
potential “underwriter” status of any broker-dealer that is the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes
received by such broker-dealer in the Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly disseminated
by the staff of the SEC or such positions or policies represent the prevailing
views of the staff of the SEC.  Such “Plan
of Distribution” section shall also expressly permit, to the extent permitted
by applicable policies and regulations of the SEC, the use of the Prospectus by
all Persons subject to the prospectus delivery requirements of the Securities
Act, including, to the extent permitted by applicable policies and regulations
of the SEC, all Participating Broker-Dealers, and include a statement
describing the means by which Participating Broker-Dealers may resell the Exchange
Notes in compliance with the Securities Act.


 


The Issuer shall use its commercially reasonable
efforts to keep the Exchange Offer Registration Statement effective and to
amend and supplement the Prospectus contained therein in order to permit such
Prospectus to be lawfully delivered by all Persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as is
necessary to comply with applicable law in connection with any resale of the
Exchange Notes;


 


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provided, however, that such period
shall not be required to exceed 90 days or such longer period if extended
pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).


 


If, prior to consummation of the Exchange Offer, the
Initial Purchasers hold any Notes acquired by them that have the status of an
unsold allotment in the initial distribution, the Issuer, upon the request of
the Initial Purchasers, shall simultaneously with the delivery of the Exchange
Notes issue and deliver to the Initial Purchasers, in exchange (the “Private
Exchange”) for such Notes held by any such Holder, a like principal amount
of notes (the “Private Exchange Notes”) of the Issuer, that are
identical in all material respects to the Exchange Notes except for the
placement of a restrictive legend on such Private Exchange Notes.  The Private Exchange Notes shall be issued
pursuant to the same indenture as the Exchange Notes and bear the same CUSIP
number as the Exchange Notes if permitted by the CUSIP Service Bureau.


 


In connection with the Exchange Offer, the Issuer
shall:


 


(1)           mail, or cause
to be mailed, to each Holder of record entitled to participate in the Exchange
Offer a copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;


 


(2)           use its commercially
reasonable efforts to keep the Exchange Offer open for not less than 20 Business
Days after the date that notice of the Exchange Offer is mailed to Holders (or
longer if required by applicable law);


 


(3)           utilize the services
of a depositary for the Exchange Offer with an address in the Borough of
Manhattan, The City of New York;


 


(4)           permit Holders
to withdraw tendered Notes at any time prior to the close of business, New York
time, on the last Business Day on which the Exchange Offer remains open; and


 


(5)           otherwise
comply in all material respects with all applicable laws, rules and
regulations.


 


As soon as practicable after the close of the
Exchange Offer and the Private Exchange, if any, the Issuer shall:


 


(1)           accept for
exchange all Registrable Notes validly tendered and not validly withdrawn
pursuant to the Exchange Offer and the Private Exchange, if any;


 


(2)           deliver to the
Trustee for cancellation all Registrable Notes so accepted for exchange; and


 


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(3)           cause the
Trustee to authenticate and deliver promptly to each Holder of Notes, a
principal amount of Exchange Notes or Private Exchange Notes, as the case may
be, equal in principal amount to the Notes of such Holder so accepted for exchange;
provided that, in the case of any Notes held in global form by a
depositary, authentication and delivery to such depositary of one or more
replacement Notes in global form in an equivalent principal amount thereto for
the account of such Holders in accordance with the Indenture shall satisfy such
authentication and delivery requirement.


 


The Exchange Offer and the Private Exchange shall
not be subject to any conditions, other than that (i) the Exchange Offer
or Private Exchange, as the case may be, does not violate applicable law or any
applicable interpretation of the staff of the SEC; (ii) no action or
proceeding shall have been instituted or threatened in any court or by any
governmental agency which might materially impair the ability of the Issuer to
proceed with the Exchange Offer or the Private Exchange, and no material
adverse development shall have occurred in any existing action or proceeding
with respect to the Issuer; and (iii) all governmental approvals shall
have been obtained, which approvals the Issuer deems necessary for the
consummation of the Exchange Offer or Private Exchange.


 


The Exchange Notes and the Private Exchange Notes
shall be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture and which, in either case,
has been qualified under the TIA or is exempt from such qualification and shall
provide that the Exchange Notes shall not be subject to the transfer
restrictions set forth in the Indenture. 
The Indenture or such indenture shall provide that the Exchange Notes,
the Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange
Notes or the Notes will have the right to vote or consent as a separate class
on any matter.


 


(c)           If,
(i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Issuer determines upon advice of
its outside counsel that it is not permitted to effect the Exchange Offer,
(ii) the Exchange Offer is not consummated within 240 days of the closing
date of the Acquisition, (iii) the Initial Purchasers or any other holder
of Private Exchange Notes so requests in writing to the Issuer at any time
after the consummation of the Exchange Offer or (iv) in the case of any
Holder that participates in the Exchange Offer, such Holder does not receive
Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of
such Holder as an affiliate of the Issuer within the meaning of the Securities
Act) and so notifies the Issuer prior to the 20th Business Day following
consummation of the Exchange Offer of such restrictions, in the case of each of
clauses (i) to and including (iv) of this sentence, then the Issuer shall
promptly deliver to the Holders and the Trustee written notice thereof (the “Shelf
Notice”) and shall file a Shelf Registration pursuant to Section 3
hereof; provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to


 


8





















 


have the Notes held by it covered by such Shelf Registration unless
such Holder agrees in writing to be bound by all of the provisions of this
Agreement applicable to such Holder.


 


3.             Shelf
Registration


 


If at any time a Shelf Notice is delivered as
contemplated by Section 2(c) hereof, then:


 


(a)           Shelf
Registration.  The Issuer
shall as promptly as practicable file with the SEC a Registration Statement for
an offering to be made on a continuous basis pursuant to Rule 415 covering all
of the Registrable Notes (the “Initial Shelf Registration”).  The Issuer shall use its commercially reasonable
efforts to file with the SEC the Initial Shelf Registration.  The Initial Shelf Registration shall be on
Form F-1 or another appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners designated by
them (including, without limitation, one or more underwritten offerings).  The Issuer shall not permit any securities
other than the Registrable Notes to be included in the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below).


 


The Issuer shall use its commercially
reasonable efforts to cause the Shelf Registration to be declared effective
under the Securities Act within 240 days of the closing date of the Acquisition
and to keep the Initial Shelf Registration continuously effective under the
Securities Act until the date that is two years from the closing date of the
Acquisition or such shorter period ending when all Registrable Notes covered by
the Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration or, if applicable, a Subsequent
Shelf Registration (the “Effectiveness Period”); provided, however,
that the Effectiveness Period in respect of the Initial Shelf Registration
shall be extended to the extent required to permit dealers to comply with the
applicable prospectus delivery requirements of Rule 174 under the Securities
Act and as otherwise provided herein and shall be subject to reduction to the
extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable,
covered by the Shelf Registration Statement become eligible for resale, without
regard to volume, manner of sale or other restrictions contained in
Rule 144(k).  Notwithstanding
anything to the contrary in this Agreement, at any time, the Issuer may delay
the filing of any Initial Shelf Registration Statement or delay or suspend the
effectiveness thereof, for a reasonable period of time, but not in excess of an
aggregate of 90 days in any calendar year (a “Shelf Suspension Period”),
if the Management Board of the Issuer determines reasonably and in good faith
that the filing of any such Initial Shelf Registration Statement or the continuing
effectiveness thereof would require the disclosure of non-public material
information that, in the reasonable judgment of the Management Board of the Issuer,
would be detrimental to


 


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the Issuer if so disclosed
or would otherwise materially adversely affect a financing, acquisition,
disposition, merger or other material transaction.


 


(b)           Withdrawal of
Stop Orders; Subsequent Shelf Registrations.  If the Initial Shelf Registration or any
Subsequent Shelf Registration ceases to be effective for any reason at any time
during the Effectiveness Period (other than because of the sale of all of the
Notes registered thereunder), the Issuer shall use its commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 30 days of such cessation
of effectiveness amend such Shelf Registration Statement in a manner to obtain
the withdrawal of the order suspending the effectiveness thereof, or file an
additional Shelf Registration Statement pursuant to Rule 415 covering all of
the Registrable Notes covered by and not sold under the Initial Shelf
Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent
Shelf Registration”).  If a
Subsequent Shelf Registration is filed, the Issuer shall use its commercially reasonable
efforts to cause the Subsequent Shelf Registration to be declared effective
under the Securities Act as soon as practicable after such filing and to keep
such subsequent Shelf Registration continuously effective for a period equal to
the number of days in the Effectiveness Period less the aggregate number of
days during which the Initial Shelf Registration or any Subsequent Shelf
Registration was previously continuously effective.  As used herein the term “Shelf
Registration” means the Initial Shelf Registration and any Subsequent Shelf
Registration.


 


(c)           Supplements and
Amendments.  The Issuer
shall promptly supplement and amend the Shelf Registration if required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes (or their counsel) covered by such Registration Statement
with respect to the information included therein with respect to one or more of
such Holders, or by any underwriter of such Registrable Notes with respect to
the information included therein with respect to such underwriter.


 


4.             Additional
Interest


 


(a)           The Issuer and
the Initial Purchasers agree that the Holders will suffer damages if the Issuer
fails to fulfill its obligations under Section 2 or Section 3 hereof
and that it would not be feasible to ascertain the extent of such damages with
precision.  Accordingly, the Issuer agrees
to pay, as liquidated damages, additional interest on the Notes (“Additional
Interest”) under the circumstances and to the extent set forth below (each
of which shall be given independent effect):


 


(i)            if neither (x)
the Exchange Offer is completed, nor (y) if required, the Shelf Registration
Statement is declared effective, within, in each case, 240 days of


 


10





















 


the closing date of the
Acquisition, then Additional Interest shall accrue on the Notes at a rate of
0.25% per annum on the principal amount of such Notes for the first 90 days
from and including such specified date and increasing by an additional 0.25%
per annum at the beginning of each subsequent 90-day period thereafter; provided
that Additional Interest in the aggregate under this Section 4 may not exceed
1.00% per annum of the principal amount of such Notes; or


 


(ii)           notwithstanding
that the Issuer has consummated or will consummate an Exchange Offer, if the
Issuer is required to file a Shelf Registration Statement and such Shelf
Registration Statement is not declared effective on or prior to the 240th day
following the date the filing of such Shelf Registration Statement is required
or requested pursuant to Section 3(a) hereof, then Additional Interest shall
accrue on the Notes at a rate of 0.25% per annum of the principal amount of
such Notes for the first 90 days from and including such specified date and increasing
by an additional 0.25% per annum at the beginning of each subsequent 90-day
period thereafter; provided that Additional Interest in the aggregate
under this Section 4 may not exceed 1.00% per annum of the principal amount of
such Notes; or


 


(iii)          if the Shelf
Registration Statement required by Section 3(a) of this Agreement has been
declared effective but thereafter ceases to be effective at any time at which
it is required to be effective under this Agreement and such failure to remain
effective exists for more than the number of days permitted by the second
paragraph of Section 3(a) hereof, then commencing on the applicable day
following the date on which such Shelf Registration Statement ceases to be
effective, Additional Interest shall accrue on the Notes at a rate of 0.25% per
annum of the principal amount of such Notes for the first 90 days from and
including such day, as applicable, following the date on which such Shelf
Registration Statement ceases to be effective and increasing by an additional
0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided
that Additional Interest in the aggregate under this Section 4 may not exceed
1.00% per annum of the principal amount of such Notes;


 


provided, however,
that upon (1) the completion of the Exchange Offer (in the case of paragraph (i)
above), (2) the effectiveness of the Shelf Registration Statement (in the
case of paragraph (ii) above) and (3) the effectiveness of the Shelf
Registration Statement which had ceased to remain effective (in the case of
paragraph (iii) above), Additional Interest shall cease to accrue.


 


(b)           The Issuer
shall notify the Trustee within one Business Day after each and every date on
which an event occurs in respect of which Additional Interest is required to be
paid (an “Event Date”) and within one Business Day after such Additional
Interest ceases to accrue.  Any amounts
of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this
Section 4 will be payable in cash semiannually on each May 1 and November
1 (to the holders


 


11





















 


of record on the April 15 and October 15 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue.  The amount
of Additional Interest will be determined by multiplying the applicable
Additional Interest rate by the principal amount of the Registrable Notes,
multiplied by a fraction, the numerator of which is the number of days such Additional
Interest rate was applicable during such period (determined on the basis of a
360 day year comprised of twelve 30 day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360.


 


5.             Registration
Procedures


 


In connection with the filing of any Registration
Statement pursuant to Section 2 or 3 hereof, the Issuer shall effect such
registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Issuer hereunder the Issuer shall:


 


(a)           Prepare and
file with the SEC a Registration Statement or Registration Statements as
prescribed by Section 2 or 3 hereof, and use its commercially reasonable
efforts to cause each such Registration Statement to become effective and
remain effective as provided herein; provided, however, that if
(1) such filing is pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto from whom the Issuer has
received prior written notice that it will be a Participating Broker-Dealer in
the Exchange Offer, before filing any Registration Statement or Prospectus or
any amendments or supplements thereto, the Issuer shall furnish to and afford
the Holders of the Registrable Notes covered by such Registration Statement
(with respect to a Registration Statement filed pursuant to Section 3
hereof) or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least two
Business Days prior to such filing) and shall use its commercially reasonable
efforts to reflect in each such document, when so filed with the SEC, such
comments as counsel to the Holders or counsel for any such Participating Broker-Dealer
reasonably propose.


 


(b)           Prepare and
file with the SEC such amendments and post-effective amendments to each Shelf
Registration Statement or Exchange Offer Registration Statement, as the case
may be, as may be necessary to keep such Registration Statement continuously
effective for the Effectiveness Period, the Applicable Period or until


 


12





















 


consummation
of the Exchange Offer, as the case may be; cause the related Prospectus to be
supplemented by any Prospectus supplement required by applicable law, and as so
supplemented to be filed pursuant to Rule 424; and comply with the
provisions of the Securities Act and the Exchange Act applicable to it with
respect to the disposition of all securities covered by such Registration
Statement as so amended or in such Prospectus as so supplemented and with
respect to the subsequent resale of any securities being sold by an
Participating Broker-Dealer covered by any such Prospectus.  The Issuer shall be deemed not to have used
its commercially reasonable efforts to keep a Registration Statement effective
if such Issuer voluntarily takes any action that would result in selling
Holders of the Registrable Notes covered thereby or Participating
Broker-Dealers seeking to sell Exchange Notes not being able to sell such
Registrable Notes or such Exchange Notes during that period unless such action
is required by applicable law or permitted by this Agreement.


 


(c)           If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto from whom the Issuer has
received written notice that it will be a Participating Broker-Dealer in the
Exchange Offer, notify the selling Holders of Registrable Notes (with respect
to a Registration Statement filed pursuant to Section 3 hereof), or each
such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, their counsel and the managing underwriters, if
any, promptly (but in any event within one Business Day), and confirm such notice
in writing, (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective
under the Securities Act (including in such notice a written statement that any
Holder may, upon request, obtain, at the sole expense of the Issuer, one
conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed
to be incorporated by reference, if any, and exhibits), (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose,
(iii) if at any time when a prospectus is required by the Securities Act
to be delivered in connection with sales of the Registrable Notes or resales of
Exchange Notes by Participating Broker-Dealers the representations and warranties
of the Issuer contained in any agreement (including any underwriting agreement)
contemplated by Section 5(n) hereof cease to be true and correct in all
material respects, (iv) of the receipt by the Issuer of any notification
with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Notes or
the Exchange Notes to be sold by any Participating Broker-Dealer for offer or
sale in any jurisdiction, or the initiation


 


13





















 


or
threatening of any proceeding for such purpose, (v) of the happening of
any event, the existence of any condition or any information becoming known
that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and (vi) of the Issuer’s determination that a post-effective amendment to
a Registration Statement would be appropriate.


 


(d)           Use its commercially
reasonable efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or exemption
from qualification) of any of the Registrable Notes or the Exchange Notes to be
sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if
any such order is issued, to use its commercially reasonable efforts to obtain
the withdrawal of any such order at the earliest practicable moment.


 


(e)           If a Shelf
Registration is filed pursuant to Section 3 and if requested during the
Effectiveness Period by the managing underwriter or underwriters (if any), the
Holders of a majority in aggregate principal amount of the Registrable Notes
being sold in connection with an underwritten offering or any Participating
Broker-Dealer, (i) as promptly as practicable incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters (if any), such Holders, any Participating Broker-Dealer
or counsel for any of them reasonably request to be included therein,
(ii) make all required filings of such prospectus supplement or such
post-effective amendment as soon as practicable after the Issuer has received
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment, and (iii) supplement or make amendments to such
Registration Statement.


 


(f)            If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, furnish to each selling Holder of Registrable
Notes (with respect to a Registration Statement filed pursuant to
Section 3 hereof) and to each such Participating Broker-Dealer


 


14





















 


who
so requests in writing (with respect to any such Registration Statement) and to
their respective counsel and each managing underwriter, if any, at the sole
expense of the Issuer, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including
financial statements and schedules, and, if requested, all documents incorporated
or deemed to be incorporated therein by reference, if any, and all exhibits.


 


(g)           If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, deliver to each selling Holder of Registrable
Notes (with respect to a Registration Statement filed pursuant to
Section 3 hereof), or each such Participating Broker-Dealer (with respect
to any such Registration Statement), as the case may be, their respective
counsel, and the underwriters, if any, at the sole expense of the Issuer, as
many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto and any
documents incorporated by reference therein, if any, as such Persons may
reasonably request in writing; and, subject to the last paragraph of this
Section 5, the Issuer hereby consents to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
and the underwriters or agents, if any, and dealers, if any, in connection with
the offering and sale of the Registrable Notes covered by, or the sale by
Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus
and any amendment or supplement thereto.


 


(h)           Prior to any
public offering of Registrable Notes or any delivery of a Prospectus contained
in the Exchange Offer Registration Statement by any Participating Broker-Dealer
who seeks to sell Exchange Notes during the Applicable Period, use its commercially
reasonable efforts to register or qualify, and to cooperate with the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, the managing underwriter or underwriters, if any, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable Notes
for offer and sale under the securities or Blue Sky laws of such jurisdictions
within the United States as any selling Holder, Participating Broker-Dealer, or
the managing underwriter or underwriters reasonably request in writing; provided,
however, that where Exchange Notes held by Participating Broker-Dealers
or Registrable Notes are offered other than through an underwritten offering,
the Issuer agrees to cause its counsel to perform Blue Sky investigations and
file registrations and qualifications required to be filed pursuant to this
Section 5(h), keep each such registration or qualification (or exemption
therefrom) effective during the period such Registration Statement is required
to be kept effective


 


15





















 


and
do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Exchange Notes held by Participating
Broker-Dealers or the Registrable Notes covered by the applicable Registration
Statement; provided, further, that the Issuer shall not be
required to (A) qualify generally to do business in any jurisdiction where
it is not then so qualified, (B) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so
subject or (C) subject itself to taxation in excess of a nominal dollar
amount in any such jurisdiction where it is not then so subject.


 


(i)            If a Shelf
Registration is filed pursuant to Section 3 hereof, cooperate with the
selling Holders of Registrable Notes and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Notes to be sold, which certificates
shall not bear any restrictive legends and shall be in a form eligible for
deposit with The Depository Trust Company; and enable such Registrable Notes to
be in such denominations (subject to applicable requirements contained in the
Indenture) and registered in such names as the managing underwriter or
underwriters, if any, or Holders may request.


 


(j)            Use its commercially
reasonable efforts to cause the Registrable Notes covered by the Registration
Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof or
the underwriter or underwriters, if any, to consummate the disposition of such
Registrable Notes, except as may be required solely as a consequence of the
nature of such selling Holder’s business, in which case the Issuer will
cooperate in all respects with the filing of such Registration Statement and
the granting of such approvals.


 


(k)           If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, upon the occurrence of any event
contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable prepare and (subject to Section 5(a) hereof) file with the
SEC, at the sole expense of the Issuer, a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Notes being sold thereunder (with respect
to a Registration Statement filed pursuant to Section 3 hereof) or to the
purchasers of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer (with respect to any such Registration Statement),
any such Prospectus will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make


 


16





















 


the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


(l)            Use its commercially
reasonable efforts to cause the Registrable Notes covered by a Registration
Statement or the Exchange Notes, as the case may be, to be rated with the
appropriate rating agencies, if so requested by the Holders of a majority in
aggregate principal amount of Registrable Notes covered by such Registration
Statement or the Exchange Notes, as the case may be, or the managing
underwriter or underwriters, if any.


 


(m)          Prior to the
effective date of the first Registration Statement relating to the Registrable
Notes, (i) provide the Trustee with certificates for the Registrable Notes
in a form eligible for deposit with The Depository Trust Company and
(ii) provide a CUSIP number for the Registrable Notes.


 


(n)           In connection
with any underwritten offering of Registrable Notes pursuant to a Shelf
Registration, enter into an underwriting agreement as is customary in
underwritten offerings of debt securities similar to the Notes, and take all
such other actions as are reasonably requested by the managing underwriter or
underwriters in order to expedite or facilitate the registration or the
disposition of such Registrable Notes and, in such connection, (i) make
such representations and warranties to, and covenants with, the underwriters
with respect to the business of the Issuer (including any acquired business,
properties or entity, if applicable), and the Registration Statement,
Prospectus and documents, if any, incorporated or deemed to be incorporated by
reference therein, in each case, as are customarily made by issuers to
underwriters in underwritten offerings of debt securities similar to the Notes,
and confirm the same in writing if and when requested; (ii) obtain the
written opinions of counsel to the Issuer, and written updates thereof in form,
scope and substance reasonably satisfactory to the managing underwriter or
underwriters, addressed to the underwriters covering the matters customarily
covered in opinions reasonably requested in underwritten offerings;
(iii) obtain “cold comfort” letters and updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters
from the independent certified public accountants of the Issuer (and, if
necessary, any other independent certified public accountants of the Issuer, or
of any business acquired by the Issuer, for which financial statements and
financial data are, or are required to be, included or incorporated by
reference in the Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters of the
type customarily covered in “cold comfort” letters in connection with
underwritten offerings of debt securities similar to the Notes; and
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the sellers and
underwriters, if any, than those set forth in Section 7 hereof (or such
other provisions and procedures reasonably acceptable to Holders of a


 


17





















 


majority
in aggregate principal amount of Registrable Notes covered by such Registration
Statement and the managing underwriter or underwriters or agents, if any).  The above shall be done at each closing under
such underwriting agreement, or as and to the extent required thereunder.


 


(o)           If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, make available for inspection by any Initial
Purchaser, any selling Holder of such Registrable Notes being sold (with
respect to a Registration Statement filed pursuant to Section 3 hereof),
or each such Participating Broker-Dealer, as the case may be, any underwriter
participating in any such disposition of Registrable Notes, if any, and any
attorney, accountant or other agent retained by any such selling Holder or each
such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, or underwriter (any such Initial Purchasers,
Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or
agents, collectively, the “Inspectors”), upon written request, at the
offices where normally kept, during reasonable business hours, all pertinent
financial and other records, pertinent corporate documents and instruments of
the Issuer and subsidiaries of the Issuer (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Issuer and any of its subsidiaries to supply all information (“Information”)
reasonably requested by any such Inspector in connection with such due
diligence responsibilities.  Each
Inspector shall agree in writing that it will keep the Records and Information
confidential and that it will not disclose any of the Records or Information
that the Issuer determines, in good faith, to be confidential and notifies the
Inspectors in writing are confidential unless (i) the disclosure of such
Records or Information is necessary to avoid or correct a misstatement or
omission in such Registration Statement or Prospectus, (ii) the release of
such Records or Information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, (iii) disclosure of such Records
or Information is necessary or advisable, in the opinion of counsel for any
Inspector, in connection with any action, claim, suit or proceeding, directly
or indirectly, involving or potentially involving such Inspector and arising
out of, based upon, relating to, or involving this Agreement or the Purchase
Agreement, or any transactions contemplated hereby or thereby or arising
hereunder or thereunder, or (iv) the information in such Records or
Information has been made generally available to the public other than by an
Inspector or an “affiliate” (as defined in Rule 405) thereof; provided,
however, that prior notice shall be provided as soon as practicable to
the Issuer of the potential disclosure of any information by such Inspector
pursuant to clauses (i) or (ii) of this sentence to permit the Issuer to obtain
a protective order (or waive the provisions of this paragraph (o)) and
that such Inspector shall take such actions as are reasonably


 


18





















 


necessary
to protect the confidentiality of such information (if practicable) to the
extent such action is otherwise not inconsistent with, an impairment of or in
derogation of the rights and interests of the Holder or any Inspector.


 


(p)           Provide an
indenture trustee for the Registrable Notes or the Exchange Notes, as the case
may be, and cause the Indenture or the trust indenture provided for in
Section 2(a) hereof, as the case may be, to be qualified under the TIA not
later than the effective date of the first Registration Statement relating to
the Registrable Notes; and in connection therewith, cooperate with the trustee
under any such indenture and the Holders of the Registrable Notes, to effect
such changes (if any) to such indenture as may be required for such indenture
to be so qualified in accordance with the terms of the TIA; and execute, and
use its commercially reasonable efforts to cause such trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such indenture to be so
qualified in a timely manner.


 


(q)           Comply with all
applicable rules and regulations of the SEC and make generally available to its
securityholders with regard to any applicable Registration Statement, a
consolidated earning statement satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end
of any fiscal quarter (or 90 days after the end of any 12-month period if
such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Issuer, after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.


 


(r)            Upon
consummation of the Exchange Offer or a Private Exchange, obtain an opinion of
counsel to the Issuer, in a form customary for underwritten transactions,
addressed to the Trustee for the benefit of all Holders of Registrable Notes
participating in the Exchange Offer or the Private Exchange, as the case may
be, that the Exchange Notes or Private Exchange Notes, as the case may be, and
the related indenture constitute legal, valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with their respective terms,
subject to customary exceptions and qualifications.  If the Exchange Offer or a Private Exchange
is to be consummated, upon delivery of the Registrable Notes by Holders to the Issuer
(or to such other Person as directed by the Issuer), in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Issuer
shall mark, or cause to be marked, on such Registrable Notes that such
Registrable Notes are being cancelled in exchange for the Exchange Notes or the
Private Exchange Notes, as the case may be; in no event shall such Registrable
Notes be marked as paid or otherwise satisfied.


 


19





















 


(s)           Cooperate with
each seller of Registrable Notes covered by any Registration Statement and each
underwriter, if any, participating in the disposition of such Registrable Notes
and their respective counsel in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. (the “NASD”).


 


(t)            Use its commercially
reasonable efforts to take all other steps necessary to effect the registration
of the Exchange Notes and/or Registrable Notes covered by a Registration Statement
contemplated hereby.


 


The Issuer may require each seller of Registrable
Notes as to which any registration is being effected to furnish to the Issuer
such information regarding such seller and the distribution of such Registrable
Notes as the Issuer may, from time to time, reasonably request.  The Issuer may exclude from such registration
the Registrable Notes of any seller so long as such seller fails to furnish
such information within a reasonable time after receiving such request.  Each seller as to which any Shelf
Registration is being effected agrees to furnish promptly to the Issuer all
information required to be disclosed in order to make the information previously
furnished to the Issuer by such seller not materially misleading.


 


If any such Registration Statement refers to any
Holder by name or otherwise as the holder of any securities of the Issuer, then
such Holder shall have the right to require (i) the insertion therein of
language, in form and substance reasonably satisfactory to such Holder, to the
effect that the holding by such Holder of such securities is not to be
construed as a recommendation by such Holder of the investment quality of the
securities covered thereby and that such holding does not imply that such
Holder will assist in meeting any future financial requirements of the Issuer,
or (ii) in the event that such reference to such Holder by name or
otherwise is not required by the Securities Act or any similar federal statute
then in force, the deletion of the reference to such Holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.


 


Each Holder of Registrable Notes and each
Participating Broker-Dealer agrees by its acquisition of such Registrable Notes
or Exchange Notes to be sold by such Participating Broker-Dealer, as the case
may be, that, upon actual receipt of any notice from the Issuer of the
happening of any event of the kind described in Section 5(c)(ii),
5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will forthwith discontinue
disposition of such Registrable Notes covered by such Registration Statement or
Prospectus or Exchange Notes to be sold by such Holder or Participating
Broker-Dealer, as the case may be, until such Holder’s or Participating
Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof, or until it is advised in writing
(the “Advice”) by the Issuer that the use of the applicable Prospectus
may be resumed, and has received copies of any amendments or supplements
thereto.  In the event that the Issuer
shall give any such notice, each of the Applicable Period and the Effectiveness
Period shall be extended by the number of days


 


20





















 


during such periods from and
including the date of the giving of such notice to and including the date when
each seller of Registrable Notes covered by such Registration Statement or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, shall
have received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof or (y) the Advice.


 


6.             Registration
Expenses


 


All fees and expenses incident to the performance of
or compliance with this Agreement by the Issuer shall be borne by the Issuer,
whether or not the Exchange Offer Registration Statement or any Shelf
Registration Statement is filed or becomes effective or the Exchange Offer is
consummated, including, without limitation, (i) all registration and
filing fees (including, without limitation, (A) fees with respect to
filings required to be made with the NASD in connection with an underwritten
offering and (B) fees and expenses of compliance with state securities or
Blue Sky laws (including, without limitation, fees and disbursements of counsel
in connection with Blue Sky qualifications of the Registrable Notes or Exchange
Notes and determination of the eligibility of the Registrable Notes or Exchange
Notes for investment under the laws of such jurisdictions (x) where the
holders of Registrable Notes are located, in the case of the Exchange Notes, or
(y) as provided in Section 5(h) hereof, in the case of Registrable
Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the
Applicable Period)), (ii) printing expenses, including, without
limitation, expenses of printing certificates for Registrable Notes or Exchange
Notes in a form eligible for deposit with The Depository Trust Company and of
printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Registrable Notes or Exchange Notes to be sold by
any Participating Broker-Dealer during the Applicable Period, as the case may
be, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Issuer and, in the case of a Shelf
Registration, reasonable fees and disbursements of one special counsel for all
of the sellers of Registrable Notes selected by the Holder of a majority in
aggregate principal amount of Registrable Notes covered by such Shelf Registration
(exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees
and disbursements of all independent certified public accountants referred to
in Section 5(n)(iii) hereof (including, without limitation, the expenses of any
“cold comfort” letters required by or incident to such performance),
(vi) Securities Act liability insurance, if the Issuer desires such
insurance, (vii) fees and expenses of all other Persons retained by the
Issuer, (viii) internal expenses of the Issuer (including, without
limitation, all salaries and expenses of officers and employees of the Issuer
performing legal or accounting duties), (ix) the expense of any annual
audit, (x) any fees and expenses incurred in connection with the listing
of the securities to be registered on any securities exchange, and the
obtaining of a rating of the securities, in each case, if applicable and
(xi) the expenses relating to printing, word processing and distributing
all Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to


 


21





















 


comply with this Agreement.  Except as set forth in the preceding
sentence, each Holder shall pay all other expenses relating to the sale or
disposition of such Holder’s Notes or Exchange Notes.


 


7.             Indemnification
and Contribution.


 


(a)           The Issuer agrees
to indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable
Period, and each Person, if any, who controls such Person or its affiliates
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
(each, a “Participant”) against any losses, claims, damages or
liabilities to which any Participant may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon:


 


(i)            any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement (or any amendment thereto) or Prospectus (as amended or
supplemented if the Issuer shall have furnished any amendments or supplements
thereto) or any preliminary prospectus; or


 


(ii)           the omission or
alleged omission to state, in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented if the Issuer shall have
furnished any amendments or supplements thereto) or any preliminary prospectus
or any other document or any amendment or supplement thereto, a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;


 


and will reimburse, as
incurred, the Participant for any legal or other expenses reasonably incurred
by the Participant in connection with investigating, defending against or
appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action; provided, however, the Issuer will
not be liable in any such case to the extent that any such loss, claim, damage,
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if the Issuer shall have furnished any amendments or supplements thereto) or
any preliminary prospectus or any amendment or supplement thereto in reliance
upon and in conformity with information relating to any Participant furnished
to the Issuer by such Participant specifically for use therein; provided,
further, that with respect to any such untrue statement or alleged
untrue statement or omission or alleged omission from any preliminary
Prospectus, the indemnity agreement contained in this paragraph (a) shall
not inure to the benefit of any Participant from whom such Person asserting
such loss, claim, damage or liability purchased the Exchange Notes concerned,
to the extent that both (i) a copy of the final Prospectus was not sent or
given to such Person at or prior to the written confirmation of the sale of the
Notes or Exchange Notes to such Person and (ii) the untrue statement in or
omission from such preliminary Prospectus


 


22





















 


was corrected in the final Prospectus unless, in either case, such
failure to deliver the final Prospectus was a result of non-compliance by the
Issuer with the provisions of Section 5 hereof.  The indemnity provided for in this
Section 7 will be in addition to any liability that the Issuer may
otherwise have to the indemnified parties.  The Issuer shall not be liable under this
Section 7 to any indemnified party regarding any settlement or compromise
or consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent is consented to by the Issuer,
which consent shall not be unreasonably withheld.


 


(b)           Each
Participant, severally and not jointly, agrees to indemnify and hold harmless
the Issuer, its directors, its officers and each person, if any, who controls
the Issuer within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act against any losses, claims, damages or liabilities to which the
Issuer or any such director, officer or controlling person may become subject
under the Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement or Prospectus, any
amendment or supplement thereto, or any preliminary prospectus, or
(ii) the omission or the alleged omission to state therein a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information concerning such Participant, furnished to the Issuer by the
Participant, specifically for use therein; and subject to the limitation set
forth immediately preceding this clause, will reimburse, as incurred, any reasonable
legal or other expenses incurred by the Issuer or any such director, officer or
controlling person in connection with investigating or defending against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action in respect thereof. 
The indemnity provided for in this Section 7 will be in addition to
any liability that the Participants may otherwise have to the indemnified
parties.  The Participants shall not be
liable under this Section 7 for any settlement of any claim or action
effected without their consent, which shall not be unreasonably withheld.  The Issuer shall not, without the prior
written consent of such Participant, effect any settlement or compromise of any
pending or threatened proceeding in respect of which such Participant is or
could have been a party, or indemnity could have been sought hereunder by such
Participant, unless such settlement (A) includes an unconditional written
release of such Participant, in form and substance reasonably satisfactory to
such Participant, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of such Participant.


 


23





















 


(c)           Promptly after
receipt by an indemnified party under this Section 7 of notice of the
commencement of any action for which such indemnified party is entitled to
indemnification under this Section 7, such indemnified party will, if a claim
in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party of the commencement thereof in
writing; but the omission to so notify the indemnifying party (i) will not
relieve it from any liability under paragraph (a) or (b) above unless and to
the extent such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party other than
the indemnification obligation provided in paragraphs (a) and (b) above.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party; provided, however, that if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest,
(ii) the defendants in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to it and/or
other indemnified parties that are different from or additional to those available
to the indemnifying party or (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after receipt by the indemnifying
party of notice of the institution of such action, then, in each such case, the
indemnifying party shall not have the right to direct the defense of such
action on behalf of such indemnified party or parties and such indemnified
party or parties shall have the right to select one separate counsel to defend
such action on behalf of such indemnified party or parties.  After notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof and
approval by such indemnified party of counsel appointed to defend such action,
the indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof, unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the immediately
preceding sentence (it being understood, however, that in connection with such
action the indemnifying party shall not be liable for the expenses of more than
one separate counsel (in addition to local counsel) in any one action or
separate but substantially similar actions in the same jurisdiction arising out
of the same general allegations or circumstances, designated by Participants
who sold a majority in interest of the Registrable Notes and Exchange Notes
sold by all such Participants in the case of paragraph (a) of this Section 7 or
the Issuer in the case of paragraph (b) of this Section 7, representing
the indemnified parties under such paragraph (a) or paragraph (b), as
the case may be, who are parties to such action or actions) or (ii) the
indemnifying party has authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party.  All fees and expenses reimbursed pursuant to
this paragraph (c) shall be reimbursed as they are incurred.


 


24





















 


After such notice from the indemnifying party to such indemnified
party, the indemnifying party will not be liable for the costs and expenses of
any settlement of such action effected by such indemnified party without the
prior written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its
rights under this Section 7, in which case the indemnified party may
effect such a settlement without such consent.


 


(d)           In
circumstances in which the indemnity agreement provided for in the preceding
paragraphs of this Section 7 is unavailable to, or insufficient to hold
harmless, an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), each indemnifying party, in order
to provide for just and equitable contribution, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect (i) the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party on the other from
the offering of the Notes or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, not only such relative benefits
but also the relative fault of the indemnifying party or parties on the one
hand and the indemnified party on the other in connection with the statements
or omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof).  The relative benefits received by the Issuer on
the one hand and such Participant on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (before deducting expenses)
of the Notes received by the Issuer bear to the total net profit received by
such Participant in connection with the sale of the Notes.  The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Issuer on the one hand, or the
Participants on the other, the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission or
alleged statement or omission, and any other equitable considerations appropriate
in the circumstances.  The parties agree
that it would not be equitable if the amount of such contribution were determined
by pro rata or per capita allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the
first sentence of this paragraph (d). 
Notwithstanding any other provision of this paragraph (d), no
Participant shall be obligated to make contributions hereunder that in the
aggregate exceed the total net profit received by such Participant in
connection with the sale of the Notes, less the aggregate amount of any damages
that such Participant has otherwise been required to pay by reason of the
untrue or alleged untrue statements or the omissions or alleged omissions to
state a material fact, and no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this
paragraph (d), each person, if any, who controls a Participant within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Participants, and each
director of the Issuer, each


 


25





















 


officer of the Issuer and each person, if any, who controls the Issuer
within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, shall have the same rights to contribution as the Issuer.


 


8.             Rules
144 and 144A


 


The Issuer covenants and agrees that it will file
the reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder in a timely
manner in accordance with the requirements of the Securities Act and the
Exchange Act and, if at any time the Issuer is not required to file such reports,
the Issuer will, upon the request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A. The Issuer further covenants and agrees, for so
long as any Registrable Notes remain outstanding that it will take such further
action as any Holder of Registrable Notes may reasonably request, all to the
extent required from time to time to enable such holder to sell Registrable
Notes without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144(k) under the Securities Act and
Rule 144A.


 


9.             Underwritten
Registrations


 


If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering
will be selected by the Holders of a majority in aggregate principal amount of
such Registrable Notes included in such offering and shall be reasonably acceptable
to the Issuer.


 


No Holder of Registrable Notes may participate in
any underwritten registration hereunder unless such Holder (a) agrees to
sell such Holder’s Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


 


10.           Miscellaneous


 


(a)           No Inconsistent
Agreements.  The Issuer
has not, as of the date hereof, and the Issuer shall not, after the date of
this Agreement, enter into any agreement with respect to any of its securities
that is inconsistent with the rights granted to the Holders of Registrable
Notes in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Issuer’s other issued and outstanding securities
under any such agreements.  The Issuer
will not enter into any agreement with respect to any of its


 


26





















 


securities which will grant to any Person piggy-back registration rights
with respect to any Registration Statement.


 


(b)           Adjustments
Affecting Registrable Notes.  The Issuer shall not, directly or indirectly,
take any action with respect to the Registrable Notes as a class that would adversely
affect the ability of the Holders of Registrable Notes to include such
Registrable Notes in a registration undertaken pursuant to this Agreement.


 


(c)           Amendments and
Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of (I) the Issuer, and (II) (A) the
Holders of not less than a majority in aggregate principal amount of the then
outstanding Registrable Notes and (B) in circumstances that would
adversely affect the Participating Broker-Dealers, the Participating
Broker-Dealers holding not less than a majority in aggregate principal amount
of the Exchange Notes held by all Participating Broker-Dealers; provided,
however, that Section 7 and this Section 10(c) may not be
amended, modified or supplemented without the prior written consent of each
Holder and each Participating Broker-Dealer (including any person who was a
Holder or Participating Broker-Dealer of Registrable Notes or Exchange Notes,
as the case may be, disposed of pursuant to any Registration Statement)
affected by any such amendment, modification or supplement.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect, impair, limit or compromise the rights of
other Holders of Registrable Notes may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Notes being sold pursuant
to such Registration Statement.


 


(d)           Notices.  All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:


 


(i)            if to a Holder
of the Registrable Notes or any Participating Broker-Dealer, at the most
current address of such Holder or Participating Broker-Dealer, as the case may
be, set forth on the records of the registrar under the Indenture, with a copy
in like manner to the Initial Purchasers as follows:


 


Deutsche Bank Securities Inc.

60 Wall Street

New York, New York  10005

Facsimile No.:  (646) 324-7554

Attention:  Corporate Finance Department


 


27





















 


with a copy to:


 


Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York  10005

Facsimile No.:  (212) 269-5420 

Attention:  John A. Tripodoro, Esq.


 


(ii)           if to the
Initial Purchasers, at the address specified in Section 10(d)(i);


 


(iii)          if to the
Issuer, at the address as follows:


 


New Skies Satellites B.V.

Rooseveltplantsoen 4

2517 KR The Hague

Attention:  Thai Rubin


 


with a copy to:


 


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY  10017

Attention:  Risë B. Norman, Esq.


 


All such notices and communications shall be deemed
to have been duly given:  when delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; one Business Day after being timely
delivered to a next-day air courier; and upon written confirmation, if sent by
facsimile.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee at the address and in the manner specified in such Indenture.


 


(e)           Successors and
Assigns.  This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, the Holders and the Participating Broker-Dealers; provided,
however, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Notes in violation of the terms of
the Purchase Agreement or the Indenture.


 


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


28





















 


(g)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(h)           Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW
YORK.


 


(i)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(j)            Notes Held by
the Issuer or Its Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Registrable Notes is required hereunder, Registrable
Notes held by the Issuer or its affiliates (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.


 


(k)           Third-Party
Beneficiaries.  Holders of
Registrable Notes and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons.


 


(l)            Entire
Agreement.  This
Agreement, together with the Purchase Agreement and the Indenture, is intended
by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein and any and all prior oral or written agreements,
representations, or warranties, contracts, understandings, correspondence,
conversations and memoranda between the Holders on the one hand and the Issuer
on the other, or between or among any agents, representatives, parents,
subsidiaries, affiliates, predecessors in interest or successors in interest
with respect to the subject matter hereof and thereof are merged herein and replaced
hereby.


 


(m)          Jurisdiction.  The Issuer agrees that any suit, action or
proceeding against the Issuer brought by any Initial Purchaser, the directors,
officers, employees and agents of any Initial Purchaser, or by any person who
controls any Initial Purchaser, arising out of or based upon this Agreement or
the transactions contemplated hereby may be instituted in any State or U.S.
federal court in The City of New York and County of New York,


 


29





















 


and waives any objection which it may now or hereafter have to the
laying of venue of any such proceeding, and irrevocably submits to the
non-exclusive jurisdiction of such courts in any suit, action or proceeding.  The Issuer hereby appoints CT Corporation
System as its authorized agent (the “Authorized Agent”) upon whom
process may be served in any suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated herein that may be instituted
in any State or U.S. federal court in The City of New York and County of New
York, by any Initial Purchaser, the directors, officers, employees, affiliates
and agents of any Initial Purchaser, or by any person who controls any Initial
Purchaser, and expressly accepts the non-exclusive jurisdiction of any such
court in respect of any such suit, action or proceeding.  The Issuer hereby represents and warrants
that the Authorized Agent has accepted such appointment and has agreed to act
as said agent for service of process, and the Issuer agrees to take any and all
action, including the filing of any and all documents, that may be necessary to
continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent
shall be deemed, in every respect, effective service of process upon the Issuer.  Notwithstanding the foregoing, any action
arising out of or based upon this Agreement may be instituted by any Initial
Purchaser, the directors, officers, employees, affiliates and agents of any
Initial Purchaser, or by any person who controls any Initial Purchaser, in any
court of competent jurisdiction in The Netherlands.  The parties hereto each hereby waive any
right to trial by jury in any action, proceeding or counterclaim arising out of
or relating to this Agreement.


 


(n)           Immunity.  To the extent that the Issuer has or
hereafter may acquire any immunity (sovereign or otherwise) from any legal
action, suit or proceeding, from jurisdiction of any court or from set-off or
any legal process (whether service or notice, attachment in aid or otherwise)
with respect to itself or any of its property, the Issuer hereby irrevocably
waives and agrees not to plead or claim such immunity in respect of its obligations
under this Agreement.


 


(o)           Judgment
Currency.            The Issuer
agrees to indemnify and hold harmless each Initial Purchaser, the directors,
officers, employees and agents of each Initial Purchaser and each person who
controls any Initial Purchaser within the meaning of either the Act or the
Exchange Act against any loss incurred by such indemnified party as a result of
any judgment or order being given or made in favor of such indemnified party
for any amount due under this Agreement and such judgment or order being expressed
and paid in a currency (the “Judgment Currency”) other than United
States dollars, and as a result of any variation as between (i) the rate of
exchange at which the United States dollar amount is converted into the
Judgment Currency for the purpose of such judgment or order and (ii) the spot
rate of exchange in The City of New York at which such indemnified party on the
date of payment of such judgment or order is able to purchase United States
dollars with the amount of the Judgment Currency actually received by such
indemnified party.  The foregoing indemnity
shall continue in full force and effect notwithstanding any such judgment or
order as aforesaid.


 


30





















 


The term “spot rate of exchange” shall include any premiums and costs
of exchange payable in connection with the purchase of, or conversion into,
United States dollars.


 


31





















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
   

  	
  NEW SKIES SATELLITES B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walid Kamhawi

  	
   

  
	
   

  	
   

  	
  Name: Walid Kamhawi

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: MessPierson Intertrust B.V.

  
	
   

  	
   

  	
   

  



 


S-1





















 


	
  The foregoing Agreement is hereby

  confirmed and accepted as of the date

  first written above.

  
	
   

  	
   

  
	
   DEUTSCHE BANK SECURITIES INC.

  
	
   

  
	
  By:

  	
  /s/ Mark
  Epley

  	
   

  
	
   

  	
  Name: Mark
  Epley

  
	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Vikrant Sawhney

  	
   

  
	
   

  	
  Name: Vikrant Sawhney

  
	
   

  	
  Title: Director

  
	
   

  
	
   

  
	
  ABN AMRO INCORPORATED

  
	
   

  
	
  By:

  	
  /s/ David
  Kanter

  	
   

  
	
   

  	
  Name: David
  Kanter

  
	
   

  	
  Title:
  Managing Director

  



 


S-2