Exhibit 10.8


 


AGREEMENT OF DISCLOSED PLEDGE


 


 


between


 


NEW SKIES HOLDING B.V.


 


 


as Pledgor


 


and


 


 


DEUTSCHE BANK AG, NEW YORK BRANCHE


 


as Pledgee


 


 


Subordinated Intercompany Loan Receivables


 


 


Stibbe N.V.


Strawinskylaan 2001


Amsterdam


 





















 


INDEX


 


	
  1

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
  2

  	
   

  	
  PLEDGE

  	
   

  
	
  3

  	
   

  	
  ACCESSORY RIGHTS
  AND ANCILLARY RIGHTS

  	
   

  
	
  4

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
  5

  	
   

  	
  UNDERTAKINGS

  	
   

  
	
  6

  	
   

  	
  CONSENT

  	
   

  
	
  7

  	
   

  	
  ENFORCEMENT AND POWER
  OF ATTORNEY

  	
   

  
	
  8

  	
   

  	
  TERMINATION

  	
   

  
	
  9

  	
   

  	
  ASSIGNMENT AND INFORMATION

  	
   

  
	
  10

  	
   

  	
  RECORDS OF
  PLEDGEE

  	
   

  
	
  11

  	
   

  	
  COSTS

  	
   

  
	
  12

  	
   

  	
  NOTICES

  	
   

  
	
  13

  	
   

  	
  SUSPENSION OF RIGHTS
  AND INDEMNITY

  	
   

  
	
  14

  	
   

  	
  LIABILITY

  	
   

  
	
  15

  	
   

  	
  LIMITATION;
  WAIVER

  	
   

  
	
  16

  	
   

  	
  SECURITY INTEREST ABSOLUTE

  	
   

  
	
  17

  	
   

  	
  AMENDMENT OF THIS AGREEMENT

  	
   

  
	
  18

  	
   

  	
  GOVERNING LAW AND
  JURISDICTION

  	
   

  
	
  19

  	
   

  	
  SEVERABILITY OF PROVISIONS

  	
   

  
	
  20

  	
   

  	
  REMEDIES
  AND PREVALENCE

  	
   

  
	
  21

  	
   

  	
  REGULATORY
  MATTERS

  	
   

  
	
  22

  	
   

  	
  REGISTRATION

  	
   

  
	
  23

  	
   

  	
  COUNTERPARTS

  	
   

  



 


	
  ANNEX 1

  	
   

  	
  FORM OF DEFAULT NOTICE

  	
   

  



 


2





















 


THIS AGREEMENT OF
DISCLOSED PLEDGE OF SUBORDINATED INTERCOMPANY LOAN RECEIVABLES IS DATED 2
NOVEMBER 2004


 


BETWEEN:


 


1              New Skies Holding 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 34134365 (the “Pledgor”);


 


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 for itself and as Collateral Agent 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);


 


(c)           as a condition to the (continuing) availability
of such credit the Pledgor and the Pledgee have entered into the Holdings
Guarantee (the “Guarantee”) dated
2 November 2004 pursuant to which the Pledgor guarantees the Guaranteed
Obligations (as defined in the Guarantee) in favour of the Pledgee (as
Collateral Agent); and


 


(d)           in order to secure and provide for the payment
and discharge of, inter alia, the
obligations of the Pledgor under or pursuant to the Guarantee, the Pledgor and
the Pledgee have agreed that the Pledgor shall enter into this Agreement of
Disclosed Pledge of Subordinated Intercompany Loan Receivables.


 


3





















 


IT IS HEREBY AGREED
AS FOLLOWS:


 


1              DEFINITIONS AND INTERPRETATION


 


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


 


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, the
Guarantee, 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, the Guarantee, 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:


 


4





















 


“Debtor” means
New Skies Satellites B.V.;


 


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


 


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


 


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


 


“Pledged Collateral”
means the Receivables;


 


“Receivables”
means any and all receivables of the Pledgor against New Skies Satellites B.V.
under or pursuant to the USD 153,000,000 Subordinated Intercompany Loan
Agreement between the Pledgor as Lender and New Skies Satellites B.V. as
Borrower whether now existing or hereafter created or arising;


 


“Rights of Pledge”
means the rights of pledge created under this Agreement;


 


“Secured Obligations”
means any and all (monetary) obligations of the Pledgor under or pursuant to
the Guarantee (whether now existing or hereafter created or arising) together
with all monies and liabilities payable or to be discharged by the Pledgor
pursuant to the terms of this Agreement; and


 


“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.


 


2              PLEDGE


 


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


 


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


 


5





















 


2.3           The Pledgee hereby notifies the Debtor of the Right of
Pledge required pursuant to section 3:236 (2) in conjunction with section 3:94
of the Dutch Civil Code and the Debtor hereby acknowledges such notification by
countersigning this Agreement.


 


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 Receivables, including, if required, the registration
and filing of this Agreement with the
Belastingdienst Amsterdam Afdeling Registratie Unit no later than 10 business days after the
date of this Agreement, and the payment of any stamp, registration,
notary or other taxes and fees in connection therewith. As soon as reasonably
practicable after such registration or filing, the Pledgee will be provided
with a copy of this Agreement together with proof of registration or filing, as
the case may be.


 


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


 


3              ACCESSORY RIGHTS AND ANCILLARY RIGHTS


 


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


 


4              REPRESENTATIONS AND WARRANTIES


 


4.1           The Pledgor represents and warrants that  the
following is true and correct on the date of this Agreement and each time any
future Receivable will be pledged to the Pledgee:


 


(i)            the Pledgor holds
full and exclusive title to the Receivables existing at the time the
representation is made from time to time and is authorised (beschikkingsbevoegd) to create a right of pledge thereover;
and


 


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


 


6





















 


5              UNDERTAKINGS


 


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


 


5.2           Except to the extent permitted pursuant to the Credit
Agreement, the Pledgor shall not, without the prior written consent of the
Pledgee (not to be unreasonably withheld or delayed), transfer or further
pledge or otherwise encumber any of the Receivables, or agree to a court
settlement or an out-of-court settlement (gerechtelijk or
buitengerechtelijk akkoord) in respect
of the Receivables.


 


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


 


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


 


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


 


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


 


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


 


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


 


5.6           In addition and without prejudice to the obligations of the
Pledgor pursuant to Clauses 5.3 and 5.4 above, the Pledgor shall notify the
Pledgee promptly of any event or circumstance which


 


7





















 


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 Pledgee is entitled to demand the performance judicially and
extra-judicially of and to receive payment with respect to, the Receivables.
The Pledgee hereby revocably authorises the Pledgor to demand the performance
judicially and extra-judicially of and to receive payment from the Debtor with
respect to, the Receivables. The Pledgee hereby notifies the Debtor of this
authorisation and the Debtor hereby acknowledges such notification by
countersigning this Agreement.


 


6.2           Upon the issuance of the Default Notice to the Pledgor, the
authorisation granted to the Pledgor to demand the performance judicially and
extra-judicially of and to receive payment will terminate. In such case, the
Pledgee will notify the Debtor by sending it a copy of the Default Notice. The
Pledgor shall give its prompt and full co-operation in connection herewith.


 


6.3           If the Pledgee has the right to demand the performance
judicially and extra-judicially of and to receive payment with respect to, an
Receivables, it shall also have the right to enter into court settlement or
out-of-court settlement (gerechtelijk of
buitengerechtelijk akkoord) regarding such Receivables.


 


6.4           If the Debtor makes any payment (the “Original
Payment”) to the Pledgor in respect of a Receivable after it has
been notified by the Pledgee that the authorisation granted pursuant to Clause
6.1 above has terminated, the Pledgor shall immediately transfer to the Pledgee
a sum equal to the amount paid by the Debtor (the “Equivalent
Sum”) to the Pledgor, without prejudice to any remedy which the
Pledgee may have against the Debtor, provided, however, that to the extent the
Pledgee has received payment of any part of the Equivalent Sum from the
Pledgor, the Debtor 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 notice of default being
required and the Pledgee may immediately exercise in respect of any and all of
the Receivables any and all of its rights and powers set out in this Agreement
(subject to restrictions following from mandatory provisions of law)
irrespective of whether the Pledgee


 


8





















 


or any of the
Secured Parties shall have proceeded against or claimed payment from any party
liable for any of the Guaranteed 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 Guaranteed Obligations, it shall be deemed
to be in default (verzuim) in
respect of its 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
Guaranteed Obligations shall
have 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 Receivables shall be sold in a
manner deviating from the provision of section 3:250 of the Dutch Civil Code or
(ii) it is entitled to exercise its rights with respect to the Receivables
pursuant to section 3:246 (4) of the Dutch Civil Code.


 


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


 


7.6           The Pledgee shall apply the proceeds of the Receivables and
the foreclosure of the Rights of Pledge or any of them in satisfaction of the
Secured Obligations and/or the Guaranteed 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 reasonably deem desirable in obtaining the
full benefits of this Agreement (including the protection and preservation of
its rights) and of


 


9





















 


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 to the Pledgor in writing and will execute all documents reasonably
requested by the Pledgor in relation thereto (at the expense of the Pledgor).


 


9              ASSIGNMENT AND INFORMATION


 


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


 


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


 


10





















 


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


 


10            RECORDS
OF PLEDGEE


 


Subject to
proof to the contrary, the records of the Pledgee shall be conclusive evidence
(dwingend bewijs) of the
existence and amount of the Secured Obligations and the Guaranteed 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 shall be for the account of the
persons or entities designated in clause 9.05 of the Credit Agreement and shall
be settled in accordance therewith.


 


12            NOTICES


 


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


 


13            SUSPENSION OF RIGHTS AND INDEMNITY


 


13.1         Throughout the Security Period, the Pledgor shall not:


 


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


 


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


 


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


 


in each case, except in such manner and upon such terms as the
Pledgee, acting reasonably, may require. Any payment, distribution or security
received by the Pledgor contrary to the


 


11





















 


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 other Secured Parties and shall, pending payment or transfer to the
Pledgee, to the extent legally possible, be segregated from the other assets of
the Pledgor and shall be forthwith paid over or transferred to the Pledgee. If
notwithstanding the above the Pledgor exercises any right of defence,
suspension, retention, set off or counter claim in respect of any amount, it
shall forthwith pay an amount equal to such amount to the Pledgee.


 


14            LIABILITY


 


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


 


15            LIMITATION;
WAIVER


 


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


 


16            SECURITY INTEREST ABSOLUTE


 


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


 


(i)            any change in the
time, manner or place of payment of the Guaranteed Obligations and/or the
Secured 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
Guaranteed Obligations and/or the Secured Obligations.


 


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).


 


12





















 


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 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, the Guarantee 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


 


13





















 


under the
other Security Documents are subject to all applicable rules and regulations of
the FCC and other Governmental Authorities with jurisdiction over Debtor 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 Debtor 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 Debtor
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. 
Debtor 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.  Debtor
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.  Debtor 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, Debtor
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         Debtor hereby acknowledges and agrees that the Collateral is
a unique asset and that a violation of Debtor’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.  Debotr 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 Debtor hereunder in any
respect, Debtor further agrees that if Debtor, 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, Debtor
agrees, to the extent consistent with applicable law, that such application or
other document may be executed on Debtor’s behalf by the clerk of any court or
other forum in any competent jurisdiction without notice to the Debtor.


 


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 HOLDING B.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Wladi
  Rabiej

  	
   

  	
   

  
	
  By: Wladi
  Rabiej

  	
   

  
	
  Title:
  attorney in fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE
  PLEDGEE

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG, NEW YORK

  BRANCH

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Philip Phoelich

  	
   

  	
   

  
	
  By: Philip
  Phoelich

  	
   

  
	
  Title:
  attorney in fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE
  DEBTOR

  	
   

  
	
   

  	
   

  
	
  NEW SKIES SATELLITES B.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Wladi
  Rabiej

  	
   

  	
   

  
	
  By: Wladi
  Rabiej

  	
   

  
	
  Title:
  attorney in fact

  	
   

  



 


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