Exhibit 10.33


 


DECLARATIONS


 


ITEM
1 - INSURED


 


New Skies
Satellites B.V. and/or associated and/or subsidiary companies now or hereafter
constituted (the “Insured”).


 


	
  ITEM 2
  – INSURED’S ADDRESS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rooseveltplantsoen #4

  	
   

  	
   

  	
   

  
	
  2517 KR Den Haag

  	
   

  	
   

  	
   

  
	
  The Netherlands

  	
   

  	
   

  	
   

  



 


ITEM
3 - LOSS PAYEE


 


Loss under this
Policy shall be adjusted with New Skies Satellites B.V. and the claim payable
to its order.


 


ITEM
4 - POLICY PERIOD


 


From 1 November 2005
to 1 November 2006 both dates at 00.01 Local Standard Time at the Insured’s
Address above (the “Policy Period”).


 


ITEM
5 - DEDUCTIBLE


 


In respect of
Partial Loss(es), Insurers shall have no liability under this Policy for the
first USD 5,000,000 in the aggregate of any and all Partial Loss(es) during the
Policy Period (the Deductible) for each and every Satellite.


 


Such Partial Loss
Deductible shall apply after the following propellant and power deductibles, if
applicable:


 


If once the
propellant budget for the relevant Satellite has been established at Attachment
of Risk (3-sigma worst-case) a propellant margin of one year of operating life
in excess of 8.46 years for the NSS-7 Satellite and 9.0 years for the NSS-6
Satellite at Attachment of Risk is not available, then a deductible making up
such a one-year margin shall be applied to the Satellite.


 


If once the worst
case power budget for the relevant Satellite has been established at Attachment
of Risk, a minimum power margin of seven and a half percent (7.5%) is not


 

















 


available during
the entire operating life of the Satellite (except during eclipse), a
deductible making up the difference between the actual power margin and a seven
and a half percent (7.5%) margin shall be applied to the relevant Satellite.


 


For NSS-6 only, a
deductible equivalent to four solar array circuits shall be applied to all
power losses as a result of solar array circuit failures only. The four circuit
solar array deductible shall be in addition to the three circuits (8, 10 and
11) previously identified as having experienced anomalous behaviour


 


ITEM
6 - SUM INSURED


 


The maximum amount
payable for each Satellite covered under this Policy shall be the sum stated in
Attachment A of this Policy, declining in accordance with the attached
schedule. For each Satellite, the applicable Sum Insured will be the sum
expressed in the Schedule of Satellites (Net Book Values USD) under
Attachment A of this Policy. The date of the occurrence giving rise to the Loss
will be the date for determining the applicable Sum Insured in the Schedule of
Satellites.


 


ITEM
7 - ATTACHMENT OF RISK


 


Risk of loss under
this Policy attaches for NSS-7 at commencement of the Policy Period and for
NSS-6 on 18 December 2005. Attachment of Risk for NSS-6 is subject to
acceptance by Insurers, as of 18 December 2005, of a satisfactory health
status report.


 


ITEM
8 - TERMINATION OF RISK


 


Risk of loss for
each Satellite separately shall terminate upon the earliest of the following:


 


a)                                      when
the Satellite is agreed to be a Total Loss or a Constructive Total Loss; or


 


b)                                     upon
expiry of the Policy Period; or


 


c)                                      when
agreed claims equal the applicable Sum Insured.


 


ITEM
9 - PREMIUM


 


As consideration
for the coverage provided by the Insurers to the Insured under this Policy, the
Insured shall pay to Insurers a Premium of USD 7,951,069 calculated at 2.40%
for NSS-6 and at 2.5% for NSS-7 on the average Sum Insured for each Satellite


 

















 


annual and pro
rata.


 


Premium payable in
two instalments as follows:


 


1 December 2005: USD 3,775,003


 


1 May 2006: USD 4,176,066


 


In the event of an
agreed claim or claims arising hereunder which in total exceeds the premium
paid, the balance of the full annual premium for each individual Satellite
separately shall become payable forthwith. If the NSS-6 Satellite does not
attach during the Policy Period then any Premium paid by the Insured for the
NSS-6 Satellite shall be refunded by Insurers as soon as practicable without
interest.


 


INSURING
AGREEMENTS


 


In consideration
of payment of the Premium and in reliance upon the statements in the
Declarations and in the Underwriting Information provided to Insurers, all of
which is made a part hereof, and subject to all the terms, conditions,
limitations and exclusions of this Policy, the Insurers agree with the Insured
as follows for each Satellite separately:


 


(a)                                  In
the event of a Total Loss or Constructive Total Loss between Attachment of Risk
and Termination of Risk caused by damage to or failure or loss of any of the
Satellite, due to an occurrence between Attachment of Risk and Termination of
Risk, to pay the Insured the applicable Sum Insured as set forth in Attachment
A; or


 


(b)                                 In
the event of a Partial Loss between Attachment of Risk and Termination of Risk
caused by damage to or failure or loss of any of the Satellites, due to an
occurrence between Attachment of Risk and Termination of Risk, to pay the
Insured as provided in Definition 5 (Partial Loss).


 


(c)                                  In
the event of a Total Loss or Constructive Total Loss, the Insured shall have
the option to claim a Partial Loss under this Policy in lieu of such Total Loss
or Constructive Total Loss. In the event the option is exercised by the
Insured, the Insured shall not claim for a Total Loss or Constructive Total
Loss arising from the same event.


 


(d)                                 If
there is a Loss for which a claim is payable under this Policy and such Loss,
within reasonable time, could be satisfactorily corrected or compensated for by
additional ground installations, procedural changes, software development
and/or any other means, the Insurers shall, at their choice either:


 

















 


(i)                                     pay
the claim to the Insured as set forth in (a), (b) or (c) above; or


(ii)                                  bear
all necessary costs and expenses incurred by the Insured as a result of the
corrective measures.


 


(e)                                  The
total amount paid for claims under this Policy shall not exceed the applicable
Sum Insured. However, in the event that the Insurers opt for taking corrective
measures as provided in Insuring Agreement (d) which fail to achieve
satisfactory correction of, or compensation for the Loss, Insurers will bear
all costs and expenses related to the corrective measures including without
limitation those agreed under Insuring Agreement (d) above in addition to
the applicable Sum Insured or, in the event of Partial Loss, in addition to the
amount of indemnification for that Loss.


 


(f)                                    In
the event of a Loss under this policy where, consistent with the Insured’s
intended commercial communications purposes, a Satellite can be operated in any
one of several Transponder configurations, the configuration to be used in
calculating the loss of Transponder Unit Year shall be that which minimizes the
claim.


 


(g)                                 A
Partial Loss, Constructive Total Loss or Total Loss shall be deemed as not
having occurred unless such Partial Loss, Constructive Total Loss or Total Loss
has manifested itself by telemetry data or lack thereof, or any other ground
measurement, recorded between Attachment of Risk and Termination of Risk. The
Insured, after exercising reasonable judgment, must reasonably demonstrate that
after using all available redundancy and/or margins, the Satellite, or partially
failed portion thereof, cannot be used for its intended communications
purposes.


 

















 


DEFINITIONS


 


1.                                      CONTRACT


 


“Contract” shall mean, as
the case may be, one or more of the following documents, as they may be
further amended from time to time. However, such amendments are subject to
Insurer’s rights under Conditions 7 and 20.


 


a)                                      Contract
Number NSS-1-09-99 dated 1 September 1999 with Amendments 1 and 2.


 


b)                                     Contract
Number NSS-1-08-00 dated 1 August 2000 with Amendments 1 and 2.


 


2.                                      TRANSPONDER UNIT
- YEAR


 


“Transponder Unit-Year”
for each Satellite shall mean the operation of one Transponder Unit in
accordance with the Satellite Performance Specifications for one year. For the
purposes of this Policy:


 


a)                                      The
NSS-7 Satellite shall be deemed to have a maximum of 820.62 Transponder
Unit-Years, being ninety-seven (97) Transponder Units operating for 8.46 years
from 1st November 2005.


 


b)                                     The
NSS-6 Satellite shall be deemed to have a maximum of 540 Transponder
Unit-Years, being sixty (60) Transponder Units operating for 9.0- years from 18
December 2005, subject to confirmation by Insurers based on a satisfactory
health status report as of 18 December 2005.


 


3.                                      TRANSPONDER
UNIT


 


a)                                      “Transponder
Unit” for NSS-7 Satellite shall mean a Transponder with -36-MHz of usable
bandwidth or two-thirds of a Transponder with 54 MHz or 62 MHz of usable
bandwidth and one-half of a Transponder with 72 MHz of usable bandwidth.


 


There are a total of
ninety-seven ((97) Transponder Units on NSS-7 Satellite, consisting of fifty-four
(54) 54 MHz or 62 MHz Transponders and eight (8) 72 MHz Transponders.


 

















 


b)                                     “Transponder
Unit” for NSS-6 Satellite shall mean a Transponder with 36 MHz of usable
bandwidth or two-thirds of a Transponder with 54 MHz of usable bandwidth.


 


There are a total of
sixty (60) Transponder Units on the NSS-6 Satellite consisting of thirty (30)
36 MHz Transponders and twenty (20) 54 MHz Transponders.


 


4.                                      CONSTRUCTIVE
TOTAL LOSS


 


“Constructive Total Loss”
shall mean for NSS-7 and NSS-6 Satellites separately, the Satellite suffers or
will suffer Transponder Failure resulting in a loss of seventy-five percent
(75%) or more of its Transponder Unit Years, relative to the maximum number of
Transponder Years as set forth in Definition 2 (Transponder Unit-Year).


 


5.                                      PARTIAL LOSS


 


“Partial Loss” shall
mean, for NSS-7 and NSS-6 Satellites separately, the Satellite suffers or will
suffer Transponder Failures resulting in the loss of less than seventy-five
percent (75%) of its maximum Transponder Unit-Years as stated in Definition 2
(Transponder Unit -Year) of this Policy.


 


The payment afforded
under this Policy for a Partial Loss shall be determined by multiplying the
applicable Sum Insured by the proportion of Transponder Unit-Years lost to the
maximum Transponder Unit-Years as stated in Definition 2 (Transponder
Unit-Year).


 


In the event the Insured
claims a Partial Loss for which the foregoing does not apply, the Insured will
clearly establish the alternative basis for such claim for such loss of
Transponder Unit-Years.


 


In all cases, the amount
of indemnity for Partial Loss will be adjusted to eliminate any duplicative
recovery for loss.


 


6.                                      SATELLITE


 


“Satellite” shall mean
the NSS-7 and NSS-6 telecommunications spacecraft manufactured by Lockheed
Martin Corporation under Contracts identified in Definition 1.


 

















 


7.                                      SATELLITE
PERFORMANCE SPECIFICATIONS


 


“Satellite Performance
Specifications” shall mean the specifications set forth in the relevant
Contracts identified in Definition 1 applying to NSS-6 and NSS-7 Satellites,
and such waivers or amendments thereto as may from time to time be
executed. Amendments to Satellite Performance Specifications are subject to
Insurer’s rights under Condition 20.


 


8.                                      TOTAL LOSS


 


“Total Loss” shall mean:


 


a)                                      the
complete loss, destruction, or failure of a Satellite; or


 


b)                                     other
than for lack of fuel a Satellite cannot maintain its designated geostationary
orbital location including the orbit’s angle of inclination relative to the
equator in accordance with the Satellite Performance Specifications such that
the Satellite cannot be used for its intended commercial communications
purpose.


 


9.                                      TRANSPONDER


 


“Transponder” shall mean
that combination of connected elements within the overall communications
subsystem of the Satellite that taken together provide a discrete reception and
re-transmission capability.


 


10.                               TRANSPONDER FAILURE


 


“Transponder Failure”
shall mean:


 


a)                                      The
Transponder permanently (including permanently intermittently) fails to operate
in accordance with the Satellite Performance Specifications or will fail to
operate in accordance with the Satellite Performance Specifications throughout
any period including eclipse, for any reason or cause not expressly excluded in
this policy;


and


 


b)                                     the
Insured, using reasonable judgment, and after examining all technical
alternatives for correcting the failure, demonstrates that as a result thereof
such Transponder cannot be used for its intended commercial communications
purposes after use of all applicable and available redundancy and spare
components within the applicable band.


 

















 


11.                               UNDERWRITING
INFORMATION


 


“Underwriting Information” shall mean, for each Satellite, the
documentation with respect to each Satellite provided to Insurers by the
Insured and/or Satellite manufacturer on behalf of the Insured.


 


12.                               LOSS


 


“Loss” shall mean Total
Loss, Constructive Total Loss and/or Partial Loss, depending on the context in
which it is used.


 

















 


CONDITIONS


 


1.                                      DECLARATIONS


 


By acceptance of this Policy, the Insured agrees that the statements in
the Declarations are its agreements and representations, that this Policy is
issued in reliance upon such agreements and the truth of such representations
and that this Policy embodies all agreements existing between the Insured and
the Insurers relating to this Policy.


 


2.                                      CHANGES


 


Notice to or knowledge possessed by any agent or other person shall not
effect a waiver or change in any part of this Policy nor estop the
Insurers or the Insured from asserting any rights under the terms of this
Policy. The terms of this Policy may be waived or changed only upon mutual
agreement between the Insured and the Insurers and evidenced by an endorsement
issued to form a part hereof.


 


3.                                      NOTICE OF LOSS/PROOF OF LOSS


 


In the event of a Loss or an occurrence likely to result in a claim
under this Policy, the Insured shall:


 


a)                                      Give
a written notice of such Loss or occurrence (a “notice of loss”) as soon as
possible to Insurers. Such notice shall contain sufficient particulars to
identify the Insured and all reasonably obtainable information describing the
circumstances of the Loss or occurrence. In no event shall notice of loss be
provided later than thirty (30) days after the Chief Financial Officer and/or
Chief Technical Officer of the Insured (or the person acting in such capacity)
has been notified of the Loss or occurrence.


 


b)                                     File
a sworn proof of loss with the Insurers as soon as practicable in such form and
including such information as Insurers may reasonably require and request
(“proof of loss”). In no event shall the proof of loss be filed more than one
hundred and eighty (180) days following the notice of loss. At a minimum the
proof of loss shall state the date, time, and nature of the Loss and most
probable cause of each occurrence which results in a claim under this Policy.
The proof of loss shall be signed by the Chief Financial Officer, Chief
Technical Officer or a Vice President of the Insured and shall be notarized.
Insurers shall be entitled to have access to technical information in
accordance with Condition 19.


 

















 


c)                                      No
claim will be recognized under this Policy, unless the Insured files the proof
of loss within two hundred and ten (210) days following Termination of Risk for
the affected Satellite.


 


4.                                      CLAIMS
PAYMENT


 


Any claims payment due under this Policy shall be paid to the Insured
within sixty (60) days after the Insurers agree with the proof of loss filed by
the Insured which agreement shall not be unreasonably withheld or unduly
delayed.


 


5.                                      DUE
DILIGENCE


 


The Insured shall use due diligence and shall do and concur in doing all
things reasonably practicable to avoid or diminish any Loss under this Policy
and shall act at all times as if uninsured.


 


6.                                      FRAUD
OR MISREPRESENTATION


 


This Policy shall be null and void if the Insured knowingly conceals or
misrepresents, in writing or otherwise, any material facts or circumstances
concerning this Policy or the subject matter of this Policy. This Policy shall
be void if the Insured defrauds or attempts to defraud the Insurers on any
matter concerning this Policy whether before or after Loss.


 


7.                                      SUBROGATION


 


To the extent of any claim payment under this Policy, the Insurers shall
be subrogated to all of the Insured’s rights of recovery thereof against any
person or organization. The Insured shall execute and deliver instruments and
papers and do whatever else is necessary, at Insurers’ expense, to secure such
rights and shall do nothing after Loss to prejudice such rights. The Insured
shall cooperate with the Insurers, and upon the Insurers’ request, shall assist
in effecting settlement, securing evidence, obtaining attendance of witnesses
and in the conduct of suit, and any expenses incurred upon such request of the
Insurers shall be paid by the Insurers.


 


To the extent the Insured has waived rights of recovery in writing
before inception of the Policy Period, Insurers shall not acquire any rights of
recovery against Arianespace and/or any other launch service provider (if
applicable), Lockheed Martin Corporation, their successors-in-interest,
contractors, subcontractors and suppliers at every tier, and the officers,
directors, employees, agents, and servants of any of them, or any entity or
person with whom the Insured has


 

















 


agreed in writing to waive rights of recovery before the inception of
the Policy Period, nor shall such waiver affect the Insured’s right to recover
under this Policy. The Insurers agree that they will not exercise such rights
of subrogation against any subsidiary company of the Insured. The Insured
agrees to waive no further rights of recovery without the prior consent of the
Insurers, which consent shall not be unreasonably withheld.


 


8.                                      CANCELLATION


 


This Policy may be voided or cancelled as may be allowed under
the provisions of this Policy or by mutual agreement between the Insured and
the Insurers, except that the Insurers may cancel this Policy for
non-payment of Premium, in which event Insurers shall give to the Insured
written notice of cancellation stating that unless payment of the Premium is
made within fifteen business (15) days such cancellation shall be effective
only in respect of the Satellite for which the Premium is unpaid. In the event
the Insured pays the due Premium in full within the notice period, the
applicable notice of cancellation by the Insurers shall cease to have force or
effect.


 


At the Insured’s option this Policy may be cancelled effective 1st
May 2006. Such cancellation shall be at pro-rata policy terms subject no
losses hereunder In the event of a Loss for any Satellite covered under this
policy exceeding the relative Premium amount of said Satellite, the full annual
Premium due under this policy shall be earned.


 


9.                                      ARBITRATION


 


If the Insured and the Insurers fail to agree on a claim under this
Policy within sixty (60) days of filing by the Insured of the proof of loss in
accordance with Condition 3(b) or if the parties fail to agree as to any
other matter regarding this Policy, either party may demand that such
dispute be finally settled under the commercial arbitration rules of the
American Arbitration Association by three arbitrators appointed in accordance
with its rules. The arbitration proceedings shall be conducted in Washington,
D.C. U.S.A. The arbitration resolution shall be final and binding upon the
parties and judgement may be entered thereon, upon the application of
either party, by any competent court having jurisdiction. Each party shall bear
the cost of preparing and presenting its case, and the cost of arbitration,
including the fees and expenses of the arbitrators, will be shared equally by
the parties unless the resolution provides otherwise


 

















 


10.                               APPLICABLE LAW


 


This Policy shall be governed by and construed in accordance with the
laws of the State of New York.


 


11.                               ACTION AGAINST
INSURERS


 


No action for payment under this Policy shall lie against Insurers
unless the Insured has fully complied with all the terms of this Policy and
until sixty (60) days after the Insured has filed a proof of loss with the
Insurers in accordance with Condition 3(b) above.


 


12.                               TITLES


 


The titles of the various sections and paragraphs of this Policy, and of
any endorsements or supplemental agreements now or hereafter attached to this
Policy, are inserted solely for convenience and shall not be deemed to limit or
otherwise affect the terms contained in the paragraphs to which they relate.


 


13.                               ASSIGNMENT


 


The Insurers will not be bound by any assignment of interest under this
Policy unless the Insured obtains the written agreement of the Insurers prior
to the assignment.


 


14.                               ABANDONMENT


 


In the event of a Loss there can be no abandonment of any property to
the Insurers unless the Insurers give their prior written consent.


 


15.                               OTHER INSURANCE


 


If there is any other valid insurance secured on behalf of, or for the
benefit of, the Insured in respect of the coverage provided under this Policy,
this Policy shall pay claims in the ratio that the Sum Insured under this
Policy bears to the whole amount of all valid and collectible insurance, unless
such additional coverage has been specifically agreed to by Insurers hereon.
The terms and conditions of any other insurance secured by the Insured shall
have no detrimental effect on the Insurers’ rights and privileges under this
Policy and shall not affect the Insured’s duties and obligations under this
Policy. This condition is not intended to preclude the obtaining of excess
insurance or of insurance to cover risks not within the period between
Attachment and Termination of Risk hereunder.


 

















 


16.                               RETURN OF LOSS
PAYMENT


 


Should a claim payment be made under this Policy and, because of
subsequent events, the Insured and the Insurers both agree that such payment
should have been reduced or eliminated, the Insured shall return to the
Insurers, within thirty (30) days of such agreement to reduce or eliminate the
claim, the difference between the amount of the claim paid and the subsequently
agreed claim. The Sum Insured for that Satellite will be reinstated to the
extent of the returned claim payment. Reasonable sums expended by the Insured
as a result of making good the Loss shall be included in the agreed claim.


 


17.                               SALVAGE / POST LOSS
ADJUSTMENTS


 


In the event that the Insurers pay a claim for a Total Loss or
Constructive Total Loss for a Satellite under this Policy, Insurers shall have
the sole right to receive the maximum benefit of salvage from the affected
Satellite, including the right to take title to the affected Satellite subject
to compliance with applicable law.


 


If the Insurers elect to take title to the Satellite for which a claim
for Total Loss or Constructive Total Loss is paid hereunder, then the Insured
shall provide to the Insurers all documentation necessary to operate the
Satellite and all information necessary to enable the Insurers to sell the
Satellite to a third party.


 


In the event that the Insurers decide not to exercise their right, in
accordance with the above, to take title to a Satellite, and subsequently the
Insured sells or other wise disposes of its rights over the operational part of
the Satellite to a third party, the Insurers shall be entitled to recovery of
their Loss payment from the proceeds of such sale or disposition. In no event
shall the recovery of Loss payment exceed the amount of Loss paid to the Named
Insured by Insurers.


 


In the event that the Insurers pay a claim for a Partial Loss for a
Satellite under this Policy and the Insured subsequently derives revenue from (i) the
operation of the portion of the Satellite for which such claim has been paid or
(ii) the operation of the Satellite at a performance level for which such
claim has been paid, Insurers will be entitled to the recovery of such payment
by the return of 10% of gross revenue earned on the operation of the applicable
portion of the Satellite or the operation of the Satellite at the applicable
performance level. Any recovery of Loss payment shall not exceed the amount of
Loss paid to the Insured by the Insurers.


 


Notwithstanding the provisions of Condition 4, claim payment for a Total
Loss Constructive Total Loss or Partial Loss shall not be due unless the
Insured has


 

















 


fulfilled all its obligations and an agreement has been reached with
Insurers, with regard to this Condition 17.


 


18.                               USE OF SATELLITE
AFTER LOSS PAYMENT


 


In the event that Insurers choose not to seek salvage and/or not to take
title to a Satellite for which a payment for Total Loss, or Constructive Total
Loss or Partial Loss has been paid, the Insured may use the affected
Satellite or the affected Transponder(s) for scientific and/or testing and/or
demonstration and/or incidental communications purposes which do not derive
revenue and/or provide equivalent goods or services for use of the affected
Satellite or Transponder(s) for the Insured, and such use shall not reduce
payments for Loss hereunder to the Insured.


 


19.                               ACCESS TO TECHNICAL
INFORMATION


 


The Insured shall use its reasonable best efforts to respond to all
reasonable and specific requests regarding orbital and performance information
available to the Insured related to risk of loss under this Policy.


 


In the event that notice of loss is filed under this Policy, the Insured
will, at the Insurers’ request, do the following:


 


(a)                                  conduct
review sessions with Insurers to discuss any issue relating to any Loss; and


 


(b)                                 use
its reasonable best efforts to secure Insurers access to all information used in
or resulting from any investigation or review of the cause or effects of the
Loss or failure; and


 


(c)                                  make
available for inspection and copying all information necessary to establish the
Loss, or the amounts of any salvage, and verify the accounting methods employed
to compute any return of any recovery of Loss payment.


 


To the extent that any information requested by the Insurers in
accordance with this Condition 19 is subject to non-disclosure agreements, or
proprietary information provisions, or disclosure restrictions under any export
license issued by the United States Government, the Insured shall use its
reasonable best efforts to obtain a release from the appropriate other party,
including the Satellite manufacturer, to provide such information. Inability to
provide such information due to export license restrictions shall not prejudice
the Insured’s and insurer’s rights under this Policy.


 

















 


20.                               MATERIAL CHANGES


 


If the Insured shall:


 


(a)                                  waive
or modify in a material way the technical specifications or requirements of the
Contracts, or


 


(b)                                 become
aware of a material change in any of the Underwriting Information provided to
the Insurers, or


 


(c)                                  change,
revise, or amend the Contracts in writing, or


 


(d)                                 become
aware of a failure or anomaly likely to increase risk of loss;


 


the Insured shall promptly notify Insurers of such waiver, modification,
change, revision, amendment, failure or anomaly. Insurers shall thereafter have
the right to review all of the terms and conditions of this Policy with the
Insured and, to the extent the waiver, revision, modification, change,
amendment, failure or anomaly, in the insurers’ reasonable opinion, results in
a material change in risk of loss or material change in insurable interest
under this Policy, to renegotiate the affected terms or eliminate their
participation under this Policy.


 


If the Insured does not so notify insurers, any Loss resulting directly
from the subject of such waiver, modification, change, revision, amendment,
modification, failure or anomaly shall not be covered under this Policy.


 


Total Loss, Constructive Total Loss, Partial Loss or change in the
operating status or condition of the Satellite which occurs after Attachment of
Risk will not be considered a material change for that Satellite under this
Condition 20, meaning that the rights of review, renegotiation and elimination
of participation described above will not apply to such events.


 


21.                               CONFIDENTIALITY


 


All information of any nature provided by the Insured to the Insurers
pursuant to the Policy is proprietary to the Insured and confidential. It is
supplied under the conditions set forth in the confidentiality agreement in
force between the Insured and Insurers at Attachment of Risk.


 

















 


22.                               NOTICES


 


All notices, requests, filings and other communications shall be in
writing and shall be effective when sent by electronic mail, registered mail,
received by facsimile or hand delivered, at the following addresses:


 


a)                                      If
sent to the Insured:


 


New
Skies Satellites B.V.

Rooseveltplantsoen #4

2517 KR Den Haag

The Netherlands

Attention: Chief Financial Officer

Telephone: 31-703-06-4100

Facsimile: 31-703-06-4255


 


With a copy to
International Space Brokers at address below:


 


b)                                     If
sent to Insurers by the Insured:


 


c/o International Space
Brokers

1300 Wilson Boulevard

Suite 990

Rosslyn, VA 22209 U.S.A.

Telephone: 703-276-4900

Facsimile: 703-276-4901


 


or to such other address
as may be designated in writing


 


23.                               COMPLIANCE


 


All requirements or obligations of the Insured under this policy to
provide information documentation, or other materials; respond to questions or
requests for information; or transfer title to or control of the Satellite, may be
subject to US export control laws, regulations and policies and US Government
approvals. Inability of the Insured to obtain such approvals, or delays in the
timely delivery of any data or information required under this Policy due to
the US Government approval process, shall not effect the Insured’s or insurer’s
rights under this Policy.


 


The Insured warrants that it will exercise reasonable best efforts to
cause the Satellite manufacturer to obtain all necessary licenses/approvals in
order to comply with all requirements and obligations under this Policy to
provide such information or materials and respond to questions or requests for
information.


 

















 


24.                               INSPECTION AND AUDIT
AND INFORMATION


 


The Insurers, through their authorised representative, shall be
permitted to inspect the records of the Insured pertaining to the subject
matter of this insurance at all reasonable times during the Policy Period, and
if a Proof of Loss is filed pursuant to this Policy, for 3 years after the
expiration or termination of this Policy.


 


25.                               CONFORMITY CLAUSE


 


It is understood and agreed that wheresoever the words “Underwriters”
and “Assured” appear herein, the same shall be deemed to read “Insurers” and “Insured”
respectively.


 


26.                               SERVICE OF SUIT


 


It is agreed that in the event of failure of the Insurers hereon to pay
any amount claimed to be due hereunder, the Insurers hereon, at the request of
the Insured, will submit to the jurisdiction of a Court of competent
jurisdiction within the United States. Nothing in this Condition constitutes or
should be understood to constitute a waiver of Insurers’ rights to commence an
action to a United States District Court, or to seek a transfer of a case to
another Court as permitted by the laws of the United States or of any State in
the United States or the District of Columbia, U.S.A. It is further agreed that
service of process in such suit may be made upon:


 


Mendes & Mount

750 Seventh Avenue,

New York,

NY 10019-6829

U.S.A.


 


and that in any suit instituted against any one of them upon this
contract, Insurers will abide by the final decision of such court or any
Appellate Court in the event of an appeal.


 


The above-named are authorized and directed to accept service of process
on behalf of Insurers in any such suit and/or upon the request of the Insured
to give a written undertaking to the Insured that they will enter a general
appearance upon Insurers’ behalf in the event that such a suit shall be
instituted.


 


Further, pursuant to any statute of any state, territory or district of
the United States which makes provision therefore, Insurers hereon hereby
designate the Superintendent, Commissioner or Director of Insurance or other
officer specified


 

















 


for that purpose in the statute, or his successor or successors in
office, as their true and lawful attorney upon whom may be served any
lawful process in any action, suit or proceeding instituted by or on behalf of
the Insured or any beneficiary hereunder arising out of this contract of
insurance, and hereby designate the above as the person to whom the said
officer is authorized to mail such process or a true copy thereof.


 

















 


EXCLUSIONS


 


This Policy does
not apply to any Loss caused by or resulting from:


 


1.                                       War,
hostile or warlike action in time of peace or war, including action in
hindering, combating or defending against an actual, impending or expected
attack by:


 


(a)                                  any
government or sovereign power (de jure or de facto), or


 


(b)                                 any
authority maintaining or using a military, naval or air force, or


 


(c)                                  a
military, naval or air force, or


 


(d)                                 any
agent of any such government, power, authority or force.


 


2.                                       Any
anti-satellite device, or device employing atomic or nuclear fission and/or
fusion, or device employing laser or directed energy beams.


 


3.                                       Insurrection,
strikes, labour disturbances, riots, civil commotion, rebellion, revolution,
civil war, usurpation or action taken by a government authority in hindering,
combating or defending against such an occurrence whether there be a
declaration of war or not.


 


4.                                       Confiscation,
nationalization, seizure, restraint, detention, appropriation, requisition for
title or use by or under the order of any government or governmental authority
or agent (whether secret or otherwise and/or whether civil, military or de
facto), or public authority.


 


5.                                       Nuclear
reaction, nuclear radiation, or radioactive contamination of any nature,
whether such Loss or damage be direct or indirect, except for radiation
naturally occurring in the space environment.


 


6.                                       Electromagnetic
or radio frequency interference, except for physical damage to a Satellite or
any Transponder directly resulting from such interference.


 


7.                                       Willful
or intentional acts of the Insured or of any person authorized by the Insured
to have access to a Satellite, except for acts of employees of the Insured or
persons acting outside the scope of their authority, intended to cause Loss or
failure of a Satellite(s).


 


8.                                       Any
act of one or more persons, whether or not agents of a sovereign power, for
political or terrorist purposes and whether the Loss or damage resulting
therefrom is accidental or intentional.


 

















 


9.                                       Unlawful
seizure, unlawful interference or wrongful exercise of control of a Satellite,
including any attempt at such seizure, interference or exercise of control
without the consent of the insured.