Exhibit
10.12


 


AGREEMENT
OF PLEDGE


 


 


between


 


 


NEW SKIES SATELLITES B.V.


 


as Pledgor


 


 


and


 


 


DEUTSCHE BANK AG, NEW YORK BRANCH


 


as Pledgee


 


 


Intellectual
Property Rights


 


 


Stibbe N.V.


Strawinskylaan 2001


 


Amsterdam


 





















 


INDEX


 


	
  1

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
  2

  	
  PLEDGE

  	
   

  
	
  3

  	
  ACCESSORY RIGHTS AND ANCILLARY RIGHTS

  	
   

  
	
  4

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  5

  	
  UNDERTAKINGS

  	
   

  
	
  6

  	
  CONSENT

  	
   

  
	
  7

  	
  ENFORCEMENT AND POWER OF ATTORNEY

  	
   

  
	
  8

  	
  TERMINATION

  	
   

  
	
  9

  	
  ASSIGNMENT AND INFORMATION

  	
   

  
	
  10

  	
  RECORDS OF PLEDGEE

  	
   

  
	
  11

  	
  COSTS

  	
   

  
	
  12

  	
  NOTICES

  	
   

  
	
  13

  	
  SUSPENSION OF RIGHTS AND INDEMNITY

  	
   

  
	
  14

  	
  LIABILITY

  	
   

  
	
  15

  	
  LIMITATION; WAIVER

  	
   

  
	
  16

  	
  SECURITY INTEREST ABSOLUTE

  	
   

  
	
  17

  	
  AMENDMENT OF THIS AGREEMENT

  	
   

  
	
  18

  	
  GOVERNING LAW AND JURISDICTION

  	
   

  
	
  19

  	
  SEVERABILITY OF PROVISIONS

  	
   

  
	
  20

  	
  REMEDIES AND PREVALENCE

  	
   

  
	
  21

  	
  REGULATORY MATTERS

  	
   

  
	
  22

  	
  REGISTRATION

  	
   

  
	
  23

  	
  COUNTERPARTS

  	
   

  



 


	
  ANNEX 1

  	
  FORM OF DEFAULT NOTICE

  
	
   

  	
   

  
	
  ANNEX 2

  	
  LIST OF TRADE MARKS

  
	
   

  	
   

  
	
  ANNEX 3

  	
  FORM OF POWER OF ATTORNEY

  
	
   

  	
   

  
	
  ANNEX 4

  	
  FORM OF SUPPLEMENTAL AGREEMENT

  
	
   

  	
   

  
	
  ANNEX 5

  	
  FORM OF THIRD PARTY NOTICE

  



 


2





















 


THIS AGREEMENT OF PLEDGE OF INTELLECTUAL PROPERTY RIGHTS IS DATED 2 NOVEMBER 2004


 


BETWEEN:


 


1              New Skies
Satellites B.V., a private company with limited liability (besloten vennootschap),
incorporated and existing under the laws of The Netherlands, with corporate
seat in Amsterdam, The Netherlands, having its registered address at Rokin 55,
1012 KK Amsterdam, The Netherlands, registered with the Commercial Register
under number 30146277 (the “Pledgor”); and


 


2              Deutsche Bank AG, New York Branch, with its
principal place of business at 60 Wall Street, New York 10005, United States of
America, acting as Collateral Agent pro se in its
capacity as creditor under the Parallel Debt Obligations (as defined below) and
also for the Secured Parties, as such term is defined in the Credit Agreement
(as defined below), pursuant to the terms of the Credit Agreement (the “Pledgee”).


 


WHEREAS:


 


(a)            on 2 November 2004, amongst others, New
Skies Holding B.V., the Pledgor, the Lenders party thereto, the Pledgee (as
Administrative Agent and as Collateral Agent for the Secured Parties), ABN AMRO
Bank N.V. (as Syndication Agent) and Deutsche Bank Securities Inc. and ABN AMRO
Incorporated (as Joint Lead Arrangers) entered into a USD 535,000,000 Credit
Agreement (the “Credit Agreement”);


 


(b)           on the terms and subject to the conditions
set forth in the Credit Agreement the Lenders are willing to extend senior
secured credit to the Borrowers (as defined in the Credit Agreement); and


 


(c)            as a condition to the (continuing)
availability of such credit and in order to secure and provide for the payment
and discharge of, inter alia, the
Parallel Debt Obligations (as defined below), the Pledgor and the Pledgee have
agreed that the Pledgor shall enter into this Agreement of Pledge of
Intellectual Property Rights.


 


IT IS HEREBY AGREED AS FOLLOWS:


 


1              DEFINITIONS AND INTERPRETATION


 


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


 


3





















 


1.2           a.         Headings are for convenience of reference only.


 


b.         Where the context so permits, the singular includes
the plural and vice versa.


 


c.          Save where the contrary is indicated, any reference in this Agreement to
the parties or a party to this Agreement shall be construed so as to include
its or their respective successors, transferees and assigns from time to time and
any successor of such a successor, transferee or assign in accordance with
their respective interests.


 


d.         A “Clause” and a “subclause” shall, subject to any indication to the
contrary, be construed as a reference to a clause and subclause hereof.


 


e.          References to the Credit Agreement, the Facility, the (other) Loan
Documents, this Agreement, the Swap Agreements or any other agreement or
document shall, where applicable, be deemed to be references to such Credit
Agreement, the Facility, the (other) Loan Documents, this Agreement, the Swap
Agreements or such other agreement or document as the same may have been, or
may from time to time be, extended, prolonged, amended, restated, supplemented,
renewed or novated, as persons may accede thereto as a party or withdraw
therefrom as a party in part or in whole or be released thereunder in part or
in whole, and as facilities and financial services are or may from time to time
be granted, extended, prolonged, increased, reduced, cancelled, withdrawn,
amended, restated, supplemented, renewed or novated thereunder.


 


f.          A
statute or statutory provision shall be construed as a reference to such
statute or statutory provision as the same may have been, or may from time to
time be, amended or re-enacted and all instruments, orders, plans, regulations,
by-laws, permissions and directions at any time made thereunder.


 


1.3           In this Agreement the following words and
expressions shall have the following meaning:


 


“Copyrights”
means any and all copyrights, whether registered or not, within the meaning of
(i) the Dutch Copyright Act (Auteurswet),
(ii) the Convention of Bern, (iii) the Universal Copyright Convention, or (iv)
any similar, present or future, legal regime, including, without limitation,
any pending applications for such rights, in The Netherlands or in any other
state or country, owned by the Pledgor or in which the Pledgor now or in the
future has an interest (to the extent of that interest);


 


“Database Rights”
means any and all rights, whether registered or not, in databases within the
meaning of (i) the Dutch Database Act (Databankenwet),
(ii) the Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996
on the legal protection of databases or (iii) any similar, present or future,
legal regime,  including, without
limitation, any pending applications for such rights, in The Netherlands or in
any other state or country, owned by the Pledgor or in which the Pledgor now or
in the future has an interest (to the extent of that interest);


 


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


 


4





















 


“Designs” means
any and all rights, whether registered or not, in designs within the meaning of
(i) the Uniform Benelux Designs Act (Eenvormige Beneluxwet
inzake Tekeningen of Modellen), (ii) the Directive 98/71/EC of the
European Parliament and of the Council of 13 October 1998 on the legal
protection of designs, (iii) the Regulation EC 6/2002 of the European Council
of 12 December 2001 on Community designs, or (iv) any similar, present or
future, legal regime, including, without limitation, any pending applications
for such rights, in The Netherlands, the Benelux or any other state or country,
owned by the Pledgor or in which the Pledgor now or in the future has an
interest (to the extent of that interest);


 


“Equivalent
Sum” has the meaning ascribed thereto in Clause 6.3 below;


 


“Future IP Rights”
means any and all Copyrights, Database Rights, Designs, Licensee Rights,
Internet Domain Names, Patents, Trade Marks and Trade Secrets, together with
any and all income, royalties, damages and payments at any time due or payable
to the Pledgor with respect thereto, including, without limitation, damages and
payments for past or future infringements or misappropriations thereof, in any
state or country, applied for, granted to, acquired or owned by the Pledgor
subsequent to the execution of this Agreement or any Supplemental Agreement;


 


“Internet Domain Names”
means any and all rights, whether registered or not, in internet domain names,
including, without limitation, “www.newskies.com” and any pending applications
for such rights, in the name of the Pledgor or in which the Pledgor now or in
the future has an interest (to the extent of that interest), in The Netherlands
or in any other state or country;


 


“IP Rights”
means the Copyrights, Database Rights, Designs, Licensee Rights, Internet
Domain Names, Patents, Trade Marks and Trade Secrets existing from time to
time, together with any and all income, royalties, damages and payments at any
time due or payable to the Pledgor with respect thereto, including, without
limitation, damages and payments for past or future infringements or
misappropriations thereof, in any state or country, including the Copyrights,
Database Rights, Designs, Licensee Rights, Internet Domain Names, Patents,
Trade Marks and Trade Secrets set out in the list attached hereto as Annex 2 (which list is made available by the Pledgor to the
Pledgee);


 


“Licensee Rights”
means any and all rights of the Pledgor or in which the Pledgor now or in the
future has an interest (to the extent of that interest), whether registered or
not, pursuant to any licence agreements, whether written or oral, with third
parties by which the Pledgor has obtained rights (of whatever nature) to use,
copy, distribute, market, sub-license, sell or otherwise exploit or apply any
Copyrights, Database Rights, Designs, Patents, Trade Marks or Trade Secrets, in
The Netherlands or in any other state or country, together with any rights or
permits of the Pledgor in connection with any Internet Domain Names, to the
extent that such licence agreements do not prohibit the Pledgor to grant a
right of pledge on its rights thereunder;


 


5





















 


“Original
Payment” has the meaning ascribed thereto in Clause 6.3 below;


 


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


 


“Patents” means
any and all rights, whether registered or not, 
in patents within the meaning of (i) the Dutch Patent Acts of 1910 or
1995, respectively, (Rijksoctrooiwet
1910 or Rijksoctrooiwet
1995), (ii) the European Patent Convention of 1973, (iii) the Patent
Cooperation Treaty of 1970 or (iv) any similar, present or future, legal
regime, whether registered or not, including, without limitation, any pending
applications for such rights, in The Netherlands or in any other state or
country, owned by the Pledgor or in which the Pledgor now or in the future has
an interest (to the extent of that interest);


 


“Pledged Collateral”
means the Security Assets;


 


“Power of Attorney”
means the power of attorney dated on or about the date hereof, a form of which
is attached hereto as Annex 3, issued by the Pledgee authorising the
Pledgor to represent and act and sign on behalf of the Pledgee any Supplemental
Agreements;


 


“Register” means
the register of the “Inspectie der Registratie
en Successie” or any intellectual property office, bureau or agency
in The Netherlands and/or in any other state or country, including but not
limited to the Benelux Trade Marks Office, the Office for Harmonization in the
Internal Market, the Netherlands Industrial Property Office, the European
Patent Office and the Foundation Internet Domain Registration in the
Netherlands;


 


“Right of Pledge”
means the rights of pledge created by this Agreement, including the pledge over
the IP Rights, which includes, for the avoidance of doubt, any and all pledges
created pursuant to the Supplemental Agreements;


 


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


 


“Security Assets”
means the IP Rights and the Future IP Rights;


 


“Security Period”
means the period beginning on the date hereof and ending on the date upon which
(a) all the Secured Obligations have been irrevocably paid and discharged, or
have ceased to exist, no Swap Agreements are outstanding and all Commitments
under the Credit Agreement have been terminated and (b) all Rights of Pledge
have been released and discharged by the Pledgee in accordance with Clause 10
below;


 


“Supplemental Agreement”
means any supplemental agreement executed pursuant to Clause 2.6 or 2.7 below
(and “Supplemental Agreements” means all of
them);


 


“Trade Marks”
means any and all rights, whether registered or not, in trade marks and trade
names and all goodwill associated therewith, within the meaning of (i) the
Benelux Trade


 


6





















 


Mark Act (Benelux Merkenwet),
(ii) the Dutch Trade Names Act (Handelsnaamwet),
(iii)  EU Council Regulation (EC) No
40/94 on the Community trade mark or (iv) any similar, present or future, legal
regime,  whether registered or not,
including, without limitation, any pending applications for such rights, in The
Netherlands and/or in any other state or country, owned by the Pledgor or in
which the Pledgor now or in the future has an interest (to the extent of that
interest); and


 


“Trade Secrets”
means any and all rights, whether registered or not, in trade secrets and all non-public
information or confidential information, (including, without limitation,
inventions, discoveries, improvements, customer lists, know-how and ideas)
whether registered or not, and including any pending applications for such
rights, in The Netherlands and/or in any other state or country, owned by the
Pledgor or in which the Pledgor now or in the future has an interest (to the
extent of that interest).


 


2              PLEDGE


 


2.1           The Pledgor hereby agrees with the Pledgee and
hereby undertakes that the Pledgor shall grant to the Pledgee the rights of
pledge purported to be granted under and pursuant to this Agreement.


 


2.2           As security for the payment and discharge in
full, when due (whether at stated maturity, by acceleration or otherwise), of
the Secured Obligations, the Pledgor hereby grants, for the duration of the
Security Period, to the Pledgee a first ranking right of pledge (pandrecht eerste in rang) over all IP
Rights and to the extent it concerns Future IP Rights hereby grants in advance
(verpanden bij voorbaat) to the
Pledgee a first ranking right of pledge over such Future IP Rights and the
Pledgee hereby accepts such right of pledge.


 


2.3           Without prejudice to Clause 2.4 below, in order
to perfect the Right of Pledge (i) over the Trade Marks listed in Annex 2 hereto which are registered with the Benelux Trade
Marks Office, the Pledgor shall (also on behalf of the Pledgee) register at its
own expense such Right of Pledge with the Benelux Trade Marks Office, (ii) over
any IP Rights or Future IP Rights applied for, granted to, acquired or owned by
the Pledgor subsequent to the execution of this Agreement, the Pledgor shall
(also on behalf of the Pledgee) register at its own expense such Right of
Pledge with the relevant Registers, and (iii) over any IP Rights or Future IP
Rights, as the case may be, the Pledgor shall (also on behalf of the Pledgee)
register at its own expense a copy of this Agreement or any Supplemental
Agreement, as the case may be, with the register of the “Inspectie
der Registratie en Successie”.


 


2.4           Notwithstanding Clause 2.3 above, the Pledgee
may at its sole discretion, in so far as it deems this to be necessary to
perfect or safeguard its interests under the Right of Pledge, register at the
expense of the Pledgor a copy of this Agreement or any Supplemental Agreement,
as the


 


7





















 


case may be, with the relevant Registers and make all such
further registrations which it may at its sole discretion require or deem
desirable to create the security intended to be created pursuant to this
Agreement (or any Supplemental Agreement). The Pledgor hereby grants an
irrevocable power of attorney to the Pledgee to deal with any registration
requirements in respect of the Right of Pledge and to sign and execute any and
all documents and deeds and perform any and all acts required for the vesting
and registration of the security purported to be created hereby, which power of
attorney permits the Pledgee to (also) act as the Pledgor’s counterparty within
the meaning of section 3:68 (Selbsteintritt)
of the Dutch Civil Code.


 


2.5           If and to the extent that at any time, and from
time to time, in the opinion of the Pledgee it shall be necessary or
appropriate that further instruments be executed in order to create or perfect
a valid first priority right of pledge in favour of the Pledgee with respect to
the Security Assets, the Pledgor shall as soon as possible execute such further
instruments, to be made up in form and substance satisfactory to the Pledgee.


 


2.6           In addition to the undertakings contained in
Clause 2.5 above, the Pledgor irrevocably and unconditionally undertakes to (a)
pledge to the Pledgee on a quarterly basis any and all Future IP Rights. The
Pledgor and the Pledgee shall enter into an agreement of pledge of intellectual
property rights substantially in the form of the supplemental agreement as
attached hereto as Annex 4 within
30 days after the last day of each calendar quarterly and (b) take such other
action as shall be necessary to create a valid and enforceable security
interest over such Future IP Rights set forth in such supplemental agreement,
including the registration and filing of such supplemental agreement with any
relevant Register, and to pay any stamp, registration, notary or other taxes
and fees in connection therewith (and thereupon the Future IP Rights set forth
in such supplemental agreement shall become subject to a right of pledge as
provided in this Agreement). Pursuant to the Power of Attorney the Pledgor is
authorised to represent the Pledgee and act and sign on behalf and in the name
of the Pledgee such supplemental agreements. The Pledgor will provide the
Pledgee with a copy of a Supplemental Agreement together with (if applicable)
proof of registration or filing, as the case may be, as soon as practicable
after the execution thereof.


 


2.7           In addition to the undertaking contained in
Clause 2.5 and 2.6 above, the Pledgor irrevocably and unconditionally
undertakes to execute, immediately upon request of the Pledgee, any such supplemental
pledge agreements under any applicable law (other than the laws of The
Netherlands) that the Pledgee deems, at its sole discretion, to be necessary or
opportune to create, perfect, maintain or safeguard the rights of pledge of the
Pledgee as provided for in or pursuant to this Agreement on any part of the
Security Assets under any applicable law.


 


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


 


8





















 


3              ACCESSORY RIGHTS AND ANCILLARY RIGHTS


 


3.1           The Rights of Pledge include all accessory
rights (afhankelijke rechten) and
all ancillary rights (nevenrechten)
attached to the IP Rights.


 


4              REPRESENTATIONS AND WARRANTIES


 


4.1           The Pledgor represents and warrants that the
following is true and correct on the date of this Agreement:


 


(i)         the Pledgor holds full
and exclusive title to the present IP Rights or, in case of a Supplemental Agreement,
the then existing Future IP Rights, as the case may be, and is authorised (beschikkingsbevoegd) to create a right of pledge thereover;


 


(ii)        except for the Rights
of Pledge created pursuant to this Agreement and any encumbrances or liens
permitted by the Credit Agreement, IP Rights or the Future IP Rights, as the
case may be, have not been encumbered with any attachment (beslag),
any license or any other rights in rem (beperkte rechten),
none of the IP Rights or the Future IP Rights, as the case may be, have been
assigned or pledged in advance and all present IP Rights or, in case of a
Supplemental Agreement, the then existing Future IP Rights, as the case may be,
can be pledged to the Pledgee; and


 


(iii)       on the date of this
Agreement, the Pledgor does not own or have the benefit of any Copyrights,
Database Rights, Designs, Licensee Rights, Patents or Trade Secrets.


 


5              UNDERTAKINGS


 


5.1           The Pledgor undertakes to immediately inform the
Pledgee of any new IP Rights.


 


5.2           Except to the extent permitted pursuant to the Credit
Agreement, the Pledgor undertakes
not to waive without the prior written consent of the Pledgee (not to be
unreasonably withheld or delayed), any accessory rights (afhankelijke
rechten) or ancillary rights (nevenrechten)
attached to the Security Assets and in general not to perform any acts which
result or could result in a material reduction of the value of the Security
Assets.


 


5.3           Except to the extent permitted pursuant to the
Credit Agreement, the Pledgor shall not, without the prior written consent of
the Pledgee, transfer or further pledge or otherwise encumber, or agree to a
court settlement or an out-of-court settlement (gerechtelijk
or buitengerechtelijk akkoord) in
respect of the Security Assets.


 


9





















 


5.4           The Pledgor shall, at the Pledgee’s first
request, provide in the English language the Pledgee all information and
supporting documentation relating to the Security Assets and allow the Pledgee
to inspect its administrative records at its own costs, all of the foregoing to
the extent required by the Pledgee for the purpose of this Agreement acting
reasonably. In addition to the foregoing, the Pledgor shall provide the Pledgee
with an accurate and complete list of the then existing Security Assets and any
and all licenses granted to third parties and a description of the relevant
Security Asset to which each license relates, from time to time immediately
upon the request of the Pledgee.


 


5.5           The Pledgor shall forthwith inform the Pledgee
of any attachment (beslag) over
any of the Security Assets. The Pledgor shall:


 


(i)         send the Pledgee a
copy of the relevant attachment or seizure documentation as well as all other
documents required under applicable law for challenging the attachment or
seizure (if and to the extent possible);


 


(ii)        notify the third party
or the court process server acting on behalf of such third party in writing of
the Pledgee’s interest over the Security Assets; and


 


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


 


All costs and expenses incurred by the Pledgee in taking
such measures itself shall be for the account of the Pledgor.


 


5.6           The Pledgor covenants
for the benefit of the Pledgee throughout the Security Period to co-operate
with the Pledgee in the collection and recovery of the IP Rights and to render
all reasonable assistance as may be required pursuant to any exchange
regulations and/or foreign statutory rules or other rules, including the taking
of any legal action that the Pledgee may deem necessary in connection therewith
after the issuance of a Default Notice to it.


 


5.7           In addition and without prejudice to the
obligations of the Pledgor pursuant to Clauses 5.4 and 5.5 above, the Pledgor
shall notify the Pledgee immediately of any event or circumstance which could
be of importance to the Pledgee with a view to the preservation and exercise of
the Pledgee’s rights under or pursuant to this Agreement.


 


10





















 


6              CONSENT


 


6.1           Without prejudice to section 67(3)
of the Dutch Patent Act 1995 (Rijksoctrooiwet 1995)
and, to the extent applicable, in accordance with section 3:246 of the
Dutch Civil Code, the Pledgor is entitled to demand the performance judicially
and extra-judicially of and to receive payment with respect to, the IP Rights
in the ordinary course of its business until the relevant third parties under
the IP Rights have been notified of the Right of Pledge pursuant to Clause 6.2
below. The entitlement with respect to the IP Rights as described in this
paragraph includes the granting of licenses by a Pledgor to third parties and
receiving income, royalties, damages and payment in respect of such licenses.


 


6.2           Upon the issuance of
the Default Notice to the Pledgor, the Pledgee is irrevocably authorised to
notify the relevant third parties under the IP Rights of such Pledgor of the
Right of Pledge substantially in the form of Annex 5
hereto or in such other form as may be required by applicable law (including section 67(3)
of the Dutch Patent Act 1995 (Rijksoctrooiwet 1995)).
The Pledgor shall give its prompt and full co-operation in connection herewith
and it shall immediately after issuance of a Default Notice to it send to the
Pledgee a list as referred to in Clause 5.4 above. After notification to the
relevant third parties as referred to in this paragraph, the Pledgee shall be
entitled to demand the performance judicially and extra-judicially and to
receive payment with respect to the IP Rights and to exercise the other rights
granted to a pledgee under section 3:246 of the Dutch Civil Code.


 


6.3           If a third party makes
any payment (the “Original Payment”)
to the Pledgor in respect of an IP Right after it has been notified by the
Pledgee that the authorisation granted pursuant to Clause 6.2 above has
terminated, the Pledgor shall immediately transfer to the Pledgee a sum equal
to the amount paid by such third party (the “Equivalent
Sum”) to the Pledgor, without prejudice to any remedy which the
Pledgee may have against the third party concerned, provided, however, that to
the extent the Pledgee has received payment of any part of the Equivalent Sum
from the Pledgor, the third party will as a result be released for such part of
its payment obligation towards the Pledgee in respect of the Original Payment.


 


6.4           If the Pledgee is entitled to demand the
performance judicially and extra-judicially of and to receive payment with
respect to the Security Assets pursuant to Clause 6.2 above, it shall also have
the right to enter into court settlement or out-of-court settlement (gerechtelijk or buitengerechtelijk akkoord)
regarding such Security Assets with the third parties concerned.


 


7              ENFORCEMENT AND POWER OF ATTORNEY


 


7.1           Without prejudice to
any other right or remedy available to the Pledgee, the Pledgee, by issuing the
Default Notice upon the occurrence of an Event of Default to the Pledgor, may
declare the Rights of Pledge immediately
enforceable against the Pledgor without any (further) notice of default being
required and the Pledgee may immediately exercise in respect of any and all of
the Security Assets any and all of its rights and powers set out in this
Agreement


 


11





















 


(subject to restrictions following from
mandatory provisions of law) irrespective of whether the Pledgee or any of the
Secured Parties shall have proceeded against or claimed payment from any party
liable for any of the Corresponding Obligations.


 


7.2           To the extent necessary, the Pledgor
agrees for the benefit of the Pledgee that upon a default in the performance of any of the Corresponding Obligations,
it shall be deemed to be in default (verzuim)
in respect of the Secured Obligations within the meaning of section 3:248
(1) and 6:81 of the Dutch Civil Code without any further notice or action being
necessary. For the avoidance of doubt, a
default in the performance of
Corresponding Obligations shall have occurred, inter alia,
upon the taking by the Administrative Agent of any of the actions referred to
in section 7.01 of the Credit Agreement.


 


7.3           To the fullest extent
permitted by law, the Pledgor waives (which waiver the Pledgee hereby accepts)
any right it may have (i) pursuant to section 3:234 of the Dutch Civil
Code to demand, in the event that the Pledgee enforces the Rights of Pledge,
that the Pledgee shall also enforce any of the security interests (zekerheidsrechten) granted by any other
Loan Parties and (ii) of requiring the Pledgee to firstly proceed against or
claim payment from any person or entity or enforce any guarantee or security
granted by any other person or entity before enforcing the Rights of Pledge
and/or any other rights under this Agreement.


 


7.4           The Pledgor will not
be entitled to request the summary proceedings judge (voorzieningenrechter)
of the district court to order that (i) the Security Assets shall be sold in a
manner deviating from the provision of section 3:250 of the Dutch Civil
Code or (ii) it is entitled to exercise its rights with respect to the Security
Assets pursuant to section 3:246 (4) of the Dutch Civil Code.


 


7.5           In the event that the
Pledgee forecloses or intends to foreclose the Rights of Pledge, it will not be
obliged to give notice (thereof) (as provided in section 3:249 and section 3:252
of the Dutch Civil Code) to the Pledgor or any person having the benefit of an
encumbrance on the Security Assets comprised in such Rights of Pledge (save as
may be otherwise provided in the Credit Agreement).


 


7.6           The Pledgee shall
apply the proceeds of the Security Assets and the foreclosure of the Rights of
Pledge or any of them in satisfaction of the Secured Obligations and/or the
Corresponding Obligations, in each case in accordance with Section 9.23 of
the Credit Agreement.


 


7.7           In addition to the undertakings
contained in Clause 2.4 above, the Pledgor shall at any time, upon written
request of the Pledgee after the issuance of a Default Notice to the Pledgor,
execute and cause to be filed, at the Pledgor’s expense, such documents and
instruments, and do such other acts and things, as the Pledgee may deem
desirable in obtaining the full benefits


 


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of this Agreement (including the
protection and preservation of its rights) and of the rights and powers granted
hereunder or granted to a pledgee under the laws of the Netherlands.


 


7.8           The Pledgor hereby
grants to the Pledgee (and any of its delegates) an irrevocable power of
attorney in accordance with section 3:74 (1) of the Dutch Civil Code to,
following the issuance of a Default Notice to it and during the continuance of an Event of Default, perform all
acts and execute all documents in order to perfect or implement this Agreement
on its behalf, and to take all actions which are necessary for the Pledgee (and
any of its delegates) to create, maintain, protect, preserve and exercise its
rights under this Agreement. The parties agree that section 3:68 (Selbsteintritt) of the Dutch Civil Code
will not apply and to the extent necessary, the Pledgor hereby waives any
rights it may have under section 3:68 of the Dutch Civil Code, which
waiver the Pledgee hereby accepts.


 


8              TERMINATION


 


8.1           The Pledgee is entitled to terminate (opzeggen) in whole or in part any Right of Pledge and the
contractual arrangements set forth herein. Notice of termination must be given
in writing by the Pledgee to the Pledgor.


 


8.2           The Rights of Pledge
or any of them shall terminate by operation of law when all Secured Obligations
have been unconditionally and irrevocably paid and discharged in full, no
Letters of Credit or Swap Agreements are outstanding and all Commitments under
the Credit Agreement have terminated. At the request of the Pledgor, the
Pledgee shall confirm such termination in writing and will execute all
documents reasonably requested by the Pledgor in relation thereto (at the
expense of the Pledgor).


 


9              ASSIGNMENT AND INFORMATION


 


9.1           Subject to the relevant provisions of the Credit
Agreement, the Pledgee (but not, for the avoidance of doubt, the Pledgor) shall
be entitled to assign and/or transfer all or part of its rights and obligations
under this Agreement to any assignee and/or transferee.


 


9.2           The Pledgor hereby in advance gives its
irrevocable consent to (geeft toestemming
bij voorbaat) within the meaning of section 6:156 of the Dutch
Civil Code and hereby in advance irrevocably co-operates with (verleent bij voorbaat medewerking aan),
within the meaning of section 6:159 and 6:156 of the Dutch Civil Code, any
such assignment and/or transfer, including by means of an assumption of debt (schuldoverneming) or transfer of agreement
(contractsoverneming), as the
case may be, hereunder.


 


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9.3           The Pledgee shall be entitled to impart any
information concerning any of the Pledgor to any successor or proposed
successor, subject to the confidentiality provisions of the Credit Agreement.


 


10            RECORDS OF PLEDGEE


 


Subject to proof to the contrary, the records of the Pledgee
shall be conclusive evidence (dwingend
bewijs) of the existence and amount of the Secured Obligations and
the Corresponding Obligations, subject to and in accordance with the terms of
the Credit Agreement.


 


11            COSTS


 


All costs incurred in connection with the creation of the
Right of Pledge and the performance by the parties of their rights and
obligations under this Agreement and the Supplemental Agreements shall be for
the account of the persons or entities designated in section 9.05 of the
Credit Agreement and shall be settled in accordance therewith.


 


12            NOTICES


 


12.1         Any notices and other
communications under or in connection with this Agreement shall be given in
accordance with section 9.01 of the Credit Agreement.


 


13            SUSPENSION OF RIGHTS AND INDEMNITY


 


13.1         Throughout the
Security Period, the Pledgor shall not:


 


(i)      receive, claim or have
the benefit of any payment, distribution or security from or on account of any
Loan Party under any indemnity or otherwise or exercise its rights of defence,
suspension, retention, set off or counter claim as against any Loan Party;


 


(ii)     take recourse (verhaal) or take any other step to enforce any right against
any Loan Party or its respective assets; and


 


(iii)    claim or vote in
competition with the Pledgee or any of the other Secured Parties in the
bankruptcy, suspension of payment or liquidation or analogous circumstance of
any Loan Party,


 


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except in each case, in such manner and
upon such terms as the Pledgee, acting reasonably, may require. Any payment,
distribution or security received by the Pledgor contrary to the provisions of
this Agreement shall be received and held by the Pledgor as custodian (bewaarnemer) (or, if possible under applicable law, on
trust) for the benefit of the Pledgee and the Secured Parties and shall,
pending payment or transfer to the Pledgee, to the extent legally possible, be
segregated from the other assets of the Pledgor and shall be forthwith paid
over or transferred to the Pledgee. If notwithstanding the above the Pledgor
exercises any right of defence, suspension, retention, set off or counter claim
in respect of any amount, it shall forthwith pay an amount equal to such amount
to the Pledgee.


 


14            LIABILITY


 


The Pledgee shall not be liable to the
Pledgor under or pursuant to this Agreement for its wilful misconduct (opzet) or gross negligence (grove schuld).


 


15            LIMITATION; WAIVER


 


The Pledgor waives, to the fullest extent
permitted by law, its right (i) to dissolve this Agreement, pursuant to section 6:265
of the Dutch Civil Code or on any other ground or (ii) to avoid this Agreement,
including but not limited to error (dwaling),
which waiver the Pledgee hereby accepts.


 


16            SECURITY INTEREST ABSOLUTE


 


16.1         All rights of the Pledgee, the Right of Pledge
and all obligations of the Pledgor hereunder shall be absolute and
unconditional irrespective of:


 


(i)         any change in the
time, manner or place of payment of the Parallel Debt Obligations and/or the
Corresponding Obligations or any change of or amendment to any other Loan
Document and any other document related thereto, or any other agreement or
instrument relating to any of them; or


 


(ii)        any exchange, release
or non perfection of any other collateral, or any release or amendment or
waiver of or consent to any departure from any other collateral for the
Parallel Debt Obligations and/or the Corresponding Obligations.


 


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17            AMENDMENT OF THIS AGREEMENT


 


This Agreement may only be amended by a written agreement
between the Pledgor and the Pledgee (with the consent of the Required Secured
Parties).


 


18            GOVERNING LAW AND JURISDICTION


 


18.1         This Agreement shall be governed by and
construed in accordance with the laws of The Netherlands.


 


18.2         The Pledgor consents to the exclusive
jurisdiction of the courts of Amsterdam, The Netherlands. The Pledgor hereby
waives any objection that it may now or hereafter have to the jurisdiction of
such courts. This Clause is for the benefit of the Pledgee only and shall not
limit its right to bring proceedings against the Pledgor in connection with
this Agreement or any other Loan Document in any other court of competent
jurisdiction or (to the extent allowed by law) concurrently in more than one
jurisdiction.


 


19            SEVERABILITY OF PROVISIONS


 


19.1         Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


19.2         The parties hereto agree that they will
negotiate in good faith to replace any provision hereof held invalid, illegal
or unenforceable as set out in Clause 19.1 above with a valid provision which
is as similar as possible in substance to the invalid, illegal or unenforceable
provision.


 


20            REMEDIES AND PREVALENCE


 


20.1         The rights and remedies of the Pledgee herein,
and the obligations, representations and warranties of the Pledgor herein, are
cumulative and are not exclusive of any rights or remedies of the Pledgee, or
obligations, representations or warranties of the Pledgor, conferred or imposed
by law, the Credit Agreement or any other Loan Document.


 


20.2         To the extent there is a conflict between the provisions
of the Credit Agreement and the provisions of this Agreement, the provisions of
the Credit Agreement shall prevail (but only to the extent that the validity
and enforceability of the pledges created pursuant this Agreement are not
affected as a consequence).


 


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21            REGULATORY
MATTERS


 


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


 


21.2         Upon and after the issuance of a Default Notice,
the Pledgor shall take any action which the Pledgee may reasonably request in
the exercise of its rights and remedies under this Agreement in order to
transfer or assign the Collateral to the Pledgee or to such one or more third
parties as the Pledgee may designate, or to a combination of the foregoing.  To enforce the provisions of this Clause 21,
upon and after the issuance of a Default Notice, the Pledgee is empowered to
seek from the FCC and any other Governmental Authority, to the extent required,
consent to or approval of any involuntary assignment or transfer of control of
any entity whose Collateral is subject to this Agreement for the purpose of
seeking a bona fide purchaser to whom the Collateral will be assigned and
control will ultimately be transferred. 
Pledgor agrees to cooperate with any such purchaser and with the Pledgee
in the preparation, execution and filing of any applications and other
documents and providing any information that may be necessary or helpful in
obtaining the FCC’s or such other Governmental Authority’s consent to the
assignment to such purchaser of the Collateral. 
Pledgor hereby agrees to consent to any such an involuntary transfer of
control upon the request of the Pledgee upon and after the issuance of a
Default Notice and, without limiting any rights of the Pledgee under this
Agreement, to authorize the Pledgee to nominate a trustee or receiver to assume
control of the Collateral, subject only to required judicial, FCC or other
consent required by Governmental Authorities, in order to effectuate the
transactions contemplated in this Clause 21. 
Such trustee or receiver shall have all the rights and powers as
provided to it by law or court order, or to the Pledgee under this
Agreement.  Pledgor shall cooperate fully
in obtaining the consent of the FCC and the approval or consent of each other
Governmental Authority required to effectuate the foregoing.


 


21.3         Upon and after the issuance of a Default Notice,
Pledgor shall use its best efforts to assist in obtaining consent or approval
of the FCC and any other Governmental Authority, if required, for any action or
transactions contemplated by this Agreement, including, without limitation, the
preparation, execution and filing with the FCC of the transferor’s or assignor’s
portion of


 


17





















 


any application or applications for consent to the transfer
of control or assignment necessary or appropriate under the FCC’s rules and
regulations for approval of the transfer or assignment of any portion of the
Collateral.


 


21.4         Pledgor hereby acknowledges and agrees that the
Collateral is a unique asset and that a violation of Pledgor’s covenant to
cooperate with respect to any regulatory consents would result in irreparable
harm to the Pledgee for which monetary damages are not readily ascertainable.  Pledgor further agrees that, because of the
unique nature of its undertaking in this subclause 21.4, the same may be
specifically enforced, and it hereby waives, and agrees to waive, any claim or
defense that the Pledgee would have an adequate remedy at law for the breach of
this undertaking.


 


21.5         Without limiting the obligations of Pledgor
hereunder in any respect, Pledgor further agrees that if Pledgor, upon and
after the issuance of a Default Notice, should fail or refuse to execute any
application or other document necessary or appropriate to obtain any
governmental consent necessary or appropriate for the exercise of any right of
the Pledgee hereunder, Pledgor agrees, to the extent consistent with applicable
law, that such application or other document may be executed on Pledgor’s
behalf by the clerk of any court or other forum in any competent jurisdiction
without notice to the Pledgor.


 


22            REGISTRATION


 


22.1         The Pledgee is
irrevocably authorised to present this Agreement and any agreement pursuant
hereto for registration to the Belastingdienst Amsterdam
Afdeling Registratie Unit in The Netherlands.


 


23            COUNTERPARTS


 


23.1         This Agreement may be executed in any number of
counterparts and by way of facsimile exchange of executed signature pages, all
of which taken together shall constitute one and the same agreement.


 


[remainder of this page
intentionally left blank]


 


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This Agreement
has been entered into on 2 November 2004.


 


 


	
  THE PLEDGOR

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NEW SKIES SATELLITES B.V.

  	
   

  
	
   

  	
   

  
	
  /s/ David Viëtor

  	
   

  	
   

  
	
  By: David Viëtor

  	
   

  
	
  Title: attorney in fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE PLEDGEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG, NEW YORK

  BRANCH

  	
   

  
	
   

  	
   

  
	
  /s/ Pieter Schütte

  	
   

  	
   

  
	
  By: Pieter Schütte

  	
   

  
	
  Title: attorney in fact

  	
   

  



 


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