Exhibit 10.16


 


AGREEMENT OF DISCLOSED PLEDGE


 


between


 


NEW
SKIES SATELLITES B.V.


 


as
Pledgor


 


and


 


 


DEUTSCHE BANK AG, NEW YORK BRANCH


 


as
Pledgee


 


 


Intercompany


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

  	
  FORM OF DEFAULT NOTICE

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNEX 2

  	
  FORM OF NOTIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNEX 3

  	
  FORM OF THIRD
  PARTY NOTICE

  	
   

  
				



 


2





















 


THIS
AGREEMENT OF DISCLOSED PLEDGE OF INTERCOMPANY 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”);


 


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 of Disclosed
Pledge of Intercompany Accounts Receivable.


 


IT
IS HEREBY AGREED AS FOLLOWS:


 


1                                          DEFINITIONS AND INTERPRETATION


 


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


 


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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.


 


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
intercompany accounts receivable of the Pledgor against any Debtors whether now
existing or hereafter created or arising;


 


“Debtors” means the Group Companies of the
Pledgor from time to time including but not
limited to the companies that sign this Agreement;


 


“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;


 


“Group Company” has the meaning ascribed thereto in section
2:24b of the Dutch Civil Code;


 


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


 


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


 


“Pledged Collateral” means the Accounts Receivable;


 


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


 


“Secured Obligations” means the Parallel Debt Obligations (of
each of the Loan Parties); 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 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                                 The Pledgee hereby
notifies the Debtors which are party hereto of the Right of Pledge required
pursuant to section 3:236 (2) in conjunction with section 3:94 of the Dutch
Civil Code and such notification is acknowledged by the Debtors by
countersigning this Agreement.


 


2.4                                 In order to perfect
the Right of Pledge, the Pledgor (also on behalf of the Pledgee) shall
forthwith notify each Debtor (i) with which it has business generating intercompany
Accounts Receivable and (ii) which (a) has not countersigned this Agreement or
(b) becomes a Group Company of the Company in the future, of the Right of
Pledge by sending a notification (mededeling)
pursuant to section 3:236 (2) in conjunction with section 3:94 of the Dutch
Civil


 


5





















 


Code
to such Debtors by registered mail substantially in the form of Annex 2 hereto with a copy to the Pledgee.


 


2.5                                 The Pledgee hereby
revocably authorises the Pledgor to send the notifications as referred to in
Clause 2.4 above also on its behalf and to accept on behalf of the Pledgee, for
the duration of the Security Period, a right of pledge on the terms of this
Agreement over Accounts Receivable acquired by the Pledgor after the date
hereof, which authorisation permits the Pledgee to (also) act as the Pledgor’s
counterparty within the meaning of section 3:68 (Selbsteintritt)
of the Dutch Civil Code.


 


2.6                                 If no notice has been
given by the Pledgor to one or more Debtors in respect of the Accounts
Receivable owed to the Pledgor by such Debtors, this pledge shall constitute an
undisclosed pledge over those Accounts Receivable (stil pandrecht) until the moment notice has been given to
the relevant Debtors.


 


2.7                                 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, 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.


 


2.8                                 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 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 and each time any future Accounts Receivable will
be pledged to the Pledgee:


 


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(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 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 (acting reasonably), 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


 


7





















 


(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 Pledgee is entitled to demand the
performance judicially and extra-judicially of and to receive payment with
respect to, the Accounts Receivable. The Pledgee hereby revocably authorises
the Pledgor to demand the performance judicially and extra-judicially of and to
receive payment from each Debtor with respect to, the Accounts Receivable. The
Pledgee shall after execution of this Agreement inform the relevant Debtors of
this authorisation.


 


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 each relevant
Debtor by written notice substantially in the form of Annex 3 hereto.
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 Account Receivable, 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.


 


6.4                                 If a Debtor makes any
payment (the “Original Payment”) to the Pledgor
in respect of an Account 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 concerned,


 


8





















 


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
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 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
Corresponding 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 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 


 


9





















 


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 2.7 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, 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).


 


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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.


 


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


 


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:


 


11





















 


(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 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


 


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


 


12





















 


(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


 


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, 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.


 


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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 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


 


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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.


 


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.


 


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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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