Exhibit
10.21


 




 


 





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


 


 


$160,000,000 Senior Floating
Rate Notes due 2011


 





















 


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

  	
   

  



 


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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 $160,000,000 aggregate principal amount of the Issuer’s Senior
Floating Rate Notes due 2011 (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


 


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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


 


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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


 


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holders 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


 


12





















 


until 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


 


13





















 


initiation 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-


 


14





















 


Dealer 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


 


18





















 


reasonably 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.


 


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(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: MeesPierson 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:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-2