Exhibit 10.32


 


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 1 year
for NSS-703, 1.9 years for the NSS-5 Satellite and 2.4 years for the NSS-806 Satellite from Attachment of Risk is
not available, then a deductible making
up the difference between the actual propellant margin and such a one (1)-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 such a seven and a
half percent (7.5%) margin shall be applied to the relevant satellite.


 


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-703, NSS-5 and NSS-806
at commencement of the Policy Period.


 


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 an
annual Premium of USD 3,711,138 calculated at 2.75% of the average Sum Insured
in respect of NSS-703 and 2.565% of the average Sum Insured in respect of NSS-5 and
NSS-806 in the event that the power exclusion (Exclusion 13) is applicable, (provided
however that the Premium for NSS-5 and NSS-806 shall increase to 2.75% in the event of
removal of the power exclusion (Exclusion 13) in accordance with its terms and
any increase in such premium shall be


 

















 


payable on the average Sums Insured for NSS-5 and
NSS-806 that are applicable from the date such exclusion is removed to the end of
the Policy Period..


 


Premium payable in two installments as follows:


 


1 December 2005: USD
1,990,618


 


1 May 2006: USD
1,720,520


 


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.


 

















 


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 INTEL-683 dated 4 October 1988 with Amendments 1 through 14.


 


b)            Contract
Number INTEL-1216 dated 30 September 1992 with Amendments 1 and 10.


 


c)             Contract
Number INTEL-955 dated 11 July 1989 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-703 Satellite shall be deemed to have a maximum of 64.0 Transponder Unit-Years,
being sixty-four (64) Transponder Units operating for 1.0 year from 1st
November 2005.


 


b)            The NSS-5 Satellite shall be deemed to have a maximum of
148.2 Transponder Unit-Years, being seventy-eight (78) Transponder Units
operating for 1.9 years from 1st November 2005.


 


c)             The
NSS-806 Satellite shall be deemed to have a maximum of 100.8 Transponder
Unit-Years, being forty-two (42) Transponder Units operating for 2.4 years from
1st November 2005.


 


3.                   TRANSPONDER
UNIT


 


a)                   “Transponder Unit” for
NSS-703 Satellite shall mean a Transponder with 36 MHz or 41 MHz of usable bandwidth, or one-half
of a Transponder with 72 MHz or 77 MHz of usable bandwidth, or one-third of a Transponder with
112 MHz of
usable bandwidth.


 

















 


There are a total of sixty-four (64) Transponder Units on
NSS-703 Satellite,
consisting of ten (10) 36 MHz or 41 MHz Transponders, twenty-one (21) 72 MHz or 77 MHz Transponders, and four
(4) 112 MHz Transponders.


 


b)                    “Transponder Unit” for
NSS-5 Satellite shall mean a Transponder with 36 MHz or 41 MHz of usable bandwidth, or one-half of
a Transponder with 72 MHz or 77 MHz of usable bandwidth, or one-third of a Transponder with 112 MHz of usable
bandwidth.


 


There are a total of seventy-eight (78) Transponder
Units on NSS-5 Satellite, consisting of twelve (12) 36 MHz or 41 MHz
Transponders, thirty (30) 72 MHz or 77 MHz Transponders, and two (2) 112 MHz
Transponders.


 


c)                    “Transponder
Unit” for NSS-806 Satellite shall mean a Transponder with 36 MHz or 41 MHz of usable bandwidth, or one-half
of a Transponder with 72 MHz or 77
MHz of usable bandwidth.


 


There are a total of forty-two (42) Transponder Units on
NSS-806 Satellite, consisting of twenty (20) 36 MHz or 41 MHz Transponders
and eleven (11) 72 MHz or 77 MHz Transponders.


 


4.                   CONSTRUCTIVE
TOTAL LOSS


 


“Constructive Total Loss” shall mean, for NSS-703, NSS-5
and NSS-806 Satellites separately, the Satellite suffers or will suffer Transponder
Failure resulting
in a loss of one hundred percent (100%) of its Transponder Unit-Years, relative to the maximum
number of Transponder Unit-Years as set forth in Definition 2 (Transponder Unit -Year). In respect of Losses arising
from the loss of the capacity of the NSS-5
Satellite’s batteries, Constructive Total Loss of the Satellite shall mean the loss of seventy-five
percent (75%) of the end of life power budget
performance of NSS-5 (which is 4032.2 Watts).


 


5.                   PARTIAL
LOSS


 


“Partial Loss” shall
mean, for NSS-703, NSS-5 and NSS-806 Satellites separately, the Satellite
suffers or will suffer Transponder Failures resulting in the loss of less than
one hundred percent (100%) of its maximum Transponder Unit-Years as stated in
Definition 2 (Transponder Unit -Year) of this Policy.


 


For the avoidance of
doubt, there is no Partial Loss coverage in respect of the NSS-5 batteries.


 

















 


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 up
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, respectively, each of the NSS-703 telecommunications spacecraft manufactured by Space Systems/Loral
and the NSS-5 and NSS-806 telecommunications
spacecraft manufactured by Martin Marietta Overseas Corp. 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-703, NSS-5 and NSS-806 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) Space Systems/Loral, Matra Marconi Space, Martin Marietta
Overseas Corporation, Lockheed Martin Corporation, Intelsat LLC, 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 otherwise 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.


 


10.                  The failure of Rate
Measuring Assembly (RMA) 1 on NSS-806, but only in the event that RMA 2 is determined to have been
failed at the point in time at which RMA 1
fails.


 


11.                  Losses arising from the
Low Voltage Bus Converter (LVBC) 1 on NSS-5, but only in the event LVBC 2 is
found to have failed at the point at which LVBC 1 fails.


 


12.                 Losses arising from
roll RMA failure on NSS- 5.


 


13.                 Excluding losses
arising from power losses and/or failures on NSS-5 and NSS 806 if due to a defect
or defects similar to the defect(s) that is proven to have caused the Intelsat 804
and/or Telstar 4 and Telstar 402R In-Orbit failures. (This exclusion shall be
subject to review upon the availability of relevant data concerning the
Intelsat 804 failure analysis). Agree this Policy for the affected Satellites may be
cancelled at the Insured’s option if this exclusion is not deleted following receipt of the
failure analysis. For the purpose of this exclusion, a “similar defect” means
a defect that is listed among the most probable causes of failure for these
failure investigations.