Exhibit 10.7


 


AGREEMENT
OF UNDISCLOSED PLEDGE  


 


between


 


NEW
SKIES SATELLITES B.V.


 


 


as Pledgor 


 


and


 


DEUTSCHE BANK AG, New York Branch


 


as Pledgee


 


 


Third
Party Accounts Receivable


 


 


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

  	
  LIST OF ACCOUNTS RECEIVABLE

  	
   

  
	
  ANNEX 2

  	
  FORM OF
  DEFAULT NOTICE

  	
   

  
	
  ANNEX 3

  	
  FORM OF
  SUPPLEMENTAL AGREEMENT

  	
   

  
	
  ANNEX 4

  	
  FORM OF THIRD
  PARTY NOTICE

  	
   

  



 


2





















 


THIS AGREEMENT OF UNDISCLOSED
PLEDGE OF THIRD PARTY ACCOUNTS RECEIVABLE 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, New York
10005, United States of America, acting as Collateral Agent pro se in its capacity as creditor under the Parallel Debt
Obligations (as defined below) and also for the Secured Parties, as such term
is defined in the Credit Agreement (as defined below), pursuant to the terms of
the Credit Agreement (the “Pledgee”).


 


WHEREAS:


 


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


 


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


 


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


 


IT
IS HEREBY AGREED AS FOLLOWS:


 


1                                           DEFINITIONS AND
INTERPRETATION


 


1.1                                  All capitalised terms
used in this Agreement and Deed of Undisclosed Pledge of Third Party Accounts
Receivable (the “Agreement”), including the
recitals, and not otherwise defined herein shall have the meaning assigned to
them in the Credit Agreement.


 


1.2                                  a.                                      Headings are for
convenience of reference only.


 


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


 


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


 


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


 


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


 


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


 


g.                          References to the
Dutch Civil Code are references to het Nederlands Burgerlijk
Wetboek, references to the Dutch Bankruptcy Act are references to de Nederlandse Faillissementswet.


 


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


 


“Accounts
Receivable” means any and all accounts receivable (vorderingen op naam) of the Pledgor
against any Third Party (as defined below), including but not limited to the
accounts receivable as listed in Annex 1 hereto,
whether now existing or hereafter created or arising , in each case if or to
the extent that these rights are capable of being pledged under the laws of the
Netherlands at the time of execution of this Agreement or any Supplemental
Agreement (as defined below), as the case may be;


 


“Agreement
of Disclosed Pledge of Insurance Receivables” means the Agreement of
Disclosed Pledge of Insurance Receivables dated on or about the date hereof
between the Pledgor and the Pledgee;


 


 “Agreement of Disclosed Pledge of Intercompany Accounts
Receivable” means the Agreement of Disclosed Pledge of Intercompany
Accounts Receivable dated on or about the date hereof between the Pledgor and
the Pledgee;


 


4





















 


 “Attorney-in-Fact” has the meaning
ascribed thereto in Clause 2.6 below;


 


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


 


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


 


“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;


 


“Pledge
List” has the meaning ascribed thereto in Clause 2.3 below;


 


“Pledged Collateral”
means the Accounts Receivable;


 


“Power
of Attorney” has the meaning ascribed thereto in Clause 2.6 below;


 


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


 


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


 


“Security
Period” means the period beginning on the date hereof and ending on
the earlier date upon which (a) all Secured Obligations have been irrevocably
paid and discharged, or have ceased to exist, no Swap Agreements are outstanding
and all Commitments under the Credit Agreement have been terminated and (b) all
Rights of Pledge have been released and discharged by the Pledgee in accordance
with Clause 8.2 below;


 


“Supplemental Agreement”
means an agreement of pledge of third party accounts receivable substantially
in the form of the supplemental agreement as attached hereto as Annex 3; and


 


“Third
Parties” means any
debtor, customer, client and/or other person purchasing and/or receiving assets
or services from the Pledgor, with the exception of (i) the Debtors as defined
in the Agreement of Disclosed Pledge of Intercompany Accounts Receivable and
(ii) the Insurance Companies as defined in the Agreement of Disclosed Pledge of
Insurance Receivables.


 


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.


 


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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
undisclosed right of pledge (stil pandrecht
eerste in rang), over all Accounts Receivable and, to the extent it
concerns future Accounts Receivable, hereby grants in advance (verpandt bij voorbaat) to the Pledgee a
first ranking right of pledge over such future Accounts Receivable and the Pledgee
hereby accepts such rights of pledge. 


 


2.3                                  Upon the occurrence of
an Event of Default and upon the Issuance of a Default Notice the Pledgor shall
send to the Pledgee, at the Pledgee’s first request (acting reasonably), a computer print out
of the books of the Pledgor (each such computer print out referred to as a “Pledge List”) stating, inter alia, the names of the Third
Parties, their contact details and the outstanding amounts of the Accounts
Receivable.


 


2.4                                  The Pledgor
irrevocably and unconditionally undertakes to take such action (including the
execution of documents to be made up in form and substance satisfactory to the
Pledgee) as and when the Pledgee deems necessary in its reasonable opinion from
time to time to create, perfect and maintain a valid and enforceable first
priority right of pledge in favour of the Pledgee with respect to the Accounts
Receivable, including the registration and filing of this Agreement and any
Supplemental Agreement with the
Belastingdienst Amsterdam Afdeling Registratie Unit no later than 10 business days after the
date of this Agreement or the date of such Supplemental Agreement, and
the payment of any stamp, registration, notary or other taxes and fees in
connection therewith. As soon as reasonably practicable after such registration
or filing, the Pledgee will be provided with a copy of this Agreement or a
Supplemental Agreement, as the case may be, together with proof of registration
or filing, as the case may be.


 


2.5                                  In addition to the
undertakings contained in Clause 2.4 above, the Pledgor irrevocably and
unconditionally undertakes to pledge to the Pledgee on a quarterly basis any
and all Accounts Receivable it will acquire after the date hereof. To the
extent necessary, in the reasonable opinion of the Pledgee, to pledge any and
all Accounts Receivable acquired by the Pledgor after the date hereof, The
Pledgor and the Pledgee shall enter into a Supplemental Agreement within 30
days after the last day of each quarter as of the date of this Agreement.


 


2.6                                  The Pledgee hereby
grants to the Pledgor (the “Attorney-in-Fact”)
a power of attorney (the “Power of Attorney”)
which is revocable upon written notice, to represent the Pledgee and to sign
and execute on behalf of and in the name of the Pledgee any Supplemental Agreement
in the form furnished by or on behalf of the Pledgee, between the Pledgor and
the Pledgee, and materially in the form as attached hereto as Annex 3. The parties agree that section 3:68 (Selbsteintritt) of the Dutch Civil Code
will not apply and to the extent necessary, the Pledgee hereby waives any
rights it may have under section 3:68 of the Dutch Civil Code, which waiver the
Pledgor hereby accepts. This Power of Attorney is to be construed and
interpreted


 


6





















 


as
a limited power of attorney. Nothing contained in this Power of Attorney shall
be construed to grant the Attorney-in-Fact the power to initiate or defend any
suit, litigation or proceeding in the name of the Pledgee. 


 


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


 


3                                           ACCESSORY RIGHTS AND ANCILLARY RIGHTS


 


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


 


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 Accounts Receivable existing at the time the
representation is made and is authorised (beschikkingsbevoegd)
to create a right of pledge thereover; and


 


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


 


5                                           UNDERTAKINGS


 


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


 


5.2                                  Except to the extent
permitted pursuant to the Credit Agreement, the Pledgor shall not, without the
prior written consent of the Pledgee (not to be unreasonably withheld or
delayed), transfer or further pledge or otherwise encumber any of the Accounts Receivable,
or agree to a court


 


7





















 


settlement
or an out-of-court settlement (gerechtelijk or
buitengerechtelijk akkoord) in respect
of the Accounts Receivable.


 


5.3                                  The Pledgor shall, at
the Pledgee’s first request, provide in the English language the Pledgee all
information and supporting documentation relating to the Accounts Receivable
and allow the Pledgee to inspect its administrative records during office
hours, all of the foregoing to the extent required by the Pledgee (acting
reasonably) for the purpose of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


5.6                                  In addition and
without prejudice to the obligations of the Pledgor pursuant to Clauses 5.3 and
5.4 above, the Pledgor shall notify the Pledgee promptly of any event or
circumstance which could reasonably be of importance to the Pledgee with a view
to the preservation and exercise of the Pledgee’s rights under or pursuant to
this Agreement.


 


6                                           CONSENT


 


6.1                                  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 Accounts Receivable until the Third Parties under the Accounts
Receivable have been notified


 


8





















 


of
the Rights of Pledge. Upon the issuance of the Default Notice to the Pledgor,
the Pledgee is irrevocably authorised to notify the Third Parties under the
Accounts Receivable of the Rights of Pledge by sending a notification
substantially in the form of Annex 4 hereto.
The Pledgor shall give its prompt and full co-operation in connection herewith
and it shall immediately send to the Pledgee a Pledge List as stipulated in
Clause 2.3 above. Upon such notification of the Third Parties, the Pledgee
shall be entitled to demand the performance judicially and extra-judicially of
and to receive payment with respect to, the Accounts Receivable and to exercise
the other rights granted to a pledgee under section 3:246 of the Dutch Civil
Code.


 


6.2                                  If the Pledgee has the
right to demand the performance judicially and extra-judicially of and to
receive payment with respect to, an Account Receivable pursuant to Clause 6.1
above, it shall also have the right to enter into court settlement or
out-of-court settlement (gerechtelijk of
buitengerechtelijk akkoord) regarding such Accounts Receivable with
the Third Party concerned. 


 


6.3                                  If a Third Party makes
any payment (the “Original Payment”)
to the Pledgor in respect of an Accounts Receivable after it has been notified
by the Pledgee that the authorisation granted pursuant to Clause 6.1 above has
terminated, the Pledgor shall (to the extent permitted by law) immediately
transfer to the Pledgee a sum equal to the amount paid by the 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.


 


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 Accounts Receivable any and all of its rights and powers set out in this
Agreement (subject to restrictions following from mandatory provisions of law)
irrespective of whether the Pledgee or any of the Secured Parties shall have
proceeded against or claimed payment from any party liable for any of the
Corresponding Obligations. 


 


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


 


9





















 


occurred, inter alia,
upon the taking by the Administrative Agent of any of the actions referred to
in the final paragraph of section 7.01 of the Credit Agreement.


 


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


 


7.4                                  The Pledgor will not
be entitled to request the summary proceedings judge (voorzieningenrechter)
of the district court to order that (i) the Accounts Receivable 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 Accounts
Receivable 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 Accounts Receivable 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 Accounts Receivable and the foreclosure of the Rights
of Pledge or any of them in satisfaction of the Secured Obligations and/or the
Corresponding Obligations, in each case in accordance with Section 9.23 of the
Credit Agreement and applicable provisions of Dutch law.


 


7.7                                  In addition to the
undertakings contained in Clause 2.4 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 reasonably deem desirable in obtaining the full benefits of this Agreement
(including the protection and preservation of its rights) and of the rights and
powers granted hereunder or granted to a pledgee under the laws of the
Netherlands.


 


7.8                                  The Pledgor hereby
grants to the Pledgee (and any of its delegates) an irrevocable power of
attorney in accordance with section 3:74 (1) of the Dutch Civil Code to,
following the issuance of a Default Notice to it and during the continuance of an Event of Default, perform all
acts and execute all documents in order to perfect or implement this Agreement
on its behalf, and to take all actions which are necessary for the Pledgee (and
any of its delegates) to create,


 


10





















 


maintain,
protect, preserve and exercise its rights under this Agreement (acting
reasonably). 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 sections 6:159 and 6:156 of the Dutch Civil Code, any
such assignment and/or transfer executed in accordance with the relevant
provisions of the Credit Agreement, including by means of an assumption of debt
(schuldoverneming) or transfer of
agreement (contractsoverneming),
as the case may be, hereunder.


 


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


 


11





















 


10                                     RECORDS OF PLEDGEE


 


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


 


11                                     COSTS


 


Subject
to any provision to the contrary herein, all costs incurred in connection with
the creation of the Rights of Pledge and the performance by the parties of
their rights and obligations under this Agreement and the Supplemental
Agreements shall be for the account of the persons or entities designated in
section 9.05 of the Credit Agreement and shall be settled in accordance
therewith.


 


12                                     NOTICES


 


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


 


13                                     SUSPENSION OF RIGHTS AND INDEMNITY


 


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 their 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,


 


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


 


12





















 


over
or transferred to the Pledgee. If notwithstanding the above the Pledgor
exercises any right of defence, suspension, retention, set off or counter claim
in respect of any amount, it shall forthwith pay an amount equal to such amount
to the Pledgee.


 


14                                    LIABILITY


 


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


 


15                                    LIMITATION; WAIVER


 


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


 


16                                    SECURITY INTEREST ABSOLUTE


 


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


 


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


 


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


 


17                                    AMENDMENT OF THIS AGREEMENT


 


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


 


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18                                     GOVERNING LAW AND JURISDICTION 


 


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


 


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


 


19                                     SEVERABILITY OF PROVISIONS


 


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


 


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


 


20                                     REMEDIES AND PREVALENCE


 


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


 


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


 


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


 


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FCC
and other Governmental Authorities with jurisdiction over the Pledgor and its
subsidiaries.  Without limiting the foregoing, the Pledgee will not take
any action (or authorize any other party to take any action on its
behalf) which would constitute or result in an assignment or change of
control of any governmental permits, licenses, or other authorizations,
including without limitation those issued by the FCC, now held by or to be
issued to the 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 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.


 


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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 or
email of executed signature pages, all of which taken together shall constitute
one and the same agreement. 


 


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This Agreement has
been entered into on 2 November 2004.


 


	
  THE
  PLEDGOR

  
	
   

  
	
   

  
	
  NEW SKIES SATELLITES B.V.

  
	
   

  
	
   

  
	
  /s/ David Viëtor

  	
   

  
	
  By:
  David Viëtor

  
	
  Title:
  attorney in fact

  
	
   

  
	
   

  
	
  THE PLEDGEE

  
	
   

  
	
   

  
	
  DEUTSCHE BANK AG, New York Branch

  
	
   

  
	
   

  
	
  /s/ Pieter
  Schütte

  	
   

  
	
  By:
  Pieter Schütte

  
	
  Title:
  attorney in fact

  



 


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