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Exhibit
10.34


 


CERTAIN
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL

"XXX" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.


 


Term Sheet for Restoration of
Services 


 


1.                             No moves.  Intelsat won’t move or offer alternative
capacity to any of its customers already transmitting or assigned to NSS-5
satellite (or the one Ku band transponder on NSS-6 being used by AFRTS)
(collectively, the “NSS Satellites”) as part of the IS-804 restoration.


 


2.                             Dust settles.  Attached hereto is a chart showing all of the
services for which Intelsat anticipates requiring capacity from NSS Satellites
as part of the IS-804 restoration (the “Initial Chart”).
The Initial Chart shows the following information: product, service order
number, December 2004 revenues, restoration status, preemptibility status,
transponder, frequency, bandwidth, beam, end of
service date, renewal rights and contractual backlog.  The Initial Chart shall be finalized by
Intelsat and provided by Intelsat to NSS no later than the close of business,
February 21, 2005, subject to the following limitations:  (i) the changes made shall not increase or
decrease by more than 5 % any of the following: (A) the amount of capacity
provided; (B) 2005 contracted revenues; or (C) backlog; and (ii) NSS is not
obligated to hold available any capacity that is not already identified as in
use on the Initial Chart; (iii) service contracts shown on the Initial Chart
shall not be adjusted; and (iv) Intelsat shall provide NSS with a list of
non-standard contractual rights that could affect backlog by March 21, 2005.    The finalized chart or, if no finalized
chart is submitted, the Initial Chart (then, in either case, the “Final Chart”)
shall then reflect the contractual commitment of Intelsat to take the specified
capacity, effective as of January 16, 2005.


 


3.                             No broader
agency, or resale right.  Terms are for restoration of 804 customers
only, exact requirements to be determined as above.


 


4.                             Revenue share.  XXX% to NSS, XXX% to Intelsat for revenues received by Intelsat for
services originally on the IS-804 and restored on the NSS Satellites, with the
following qualifications.


 


i.                                Revenue share
is based upon gross revenues paid to and collected by Intelsat (or an affiliate
of Intelsat) from its customers in consideration for the sale, lease, license
or any other form of distribution of space segment capacity or services including
with respect to any cancellation payments made
pursuant thereto.


 


ii.                             NSS gets imputed revenues
(based upon pre-existing end-user-customer contract rate) for the remainder of
the contract term (and any agreed renewals) in any of the following
circumstances:


 


A.                        Any agreement
by Intelsat to reduce existing contractual payment obligations or reduce
contract term.


 


B.                          Any failure or
delay of Intelsat to exercise contract remedies, including right of termination
for default for the period of such failure or delay.  In the event of termination for default,
Intelsat shall take all reasonable steps 


 





















 


 


to pursue its end user
customer for their termination claim and, if so requested by NSS, shall assign
its claim against its end user customer to NSS.


 


C.                          The parties acknowledge that Intelsat’s carrier services contracts
provide customers with the right to manage and move carrier services within
their overall portfolio of services (“Porting”).  NSS shall receive imputed revenues for any such
Intelsat-contractually-permitted Porting; provided that, if NSS gets another
customer for an equivalent type of capacity on the satellite (of the same
connectivity), then it will offset 50% of the revenues received for such
capacity against Intelsat’s liability to NSS for such capacity up to the amount
of such liability.  Notwithstanding the
foregoing, there shall be no offset of Intelsat’s liability for any capacity
Ported within the Pacific Ocean Region (POR) defined herein as 123 degrees E.L.
to 243 degrees E.L. and Intelsat shall not induce customers to Port to other
capacity within the POR.  In no event
shall Intelsat be permitted to replace one customer for NSS’ capacity with
another customer, whether the original customer’s use of NSS’ capacity
terminated for reasons of Porting or otherwise.


 


D.                         If NSS
exercises its contract remedies vis-à-vis Intelsat under the agreement in
referred to in 4.v below.


 


iii.                              NSS shall not
be obligated to grant Intelsat outage credits. 
Intelsat may provide interruption credits to its customers.  To the extent that per its relevant  agreement, Intelsat grants credits it
shall be reflected in revenues subject to the revenue share.


 


iv.                       NSS shall have
audit rights consistent with the audit rights set out in the IS-603 revenue
sharing agreement.


 


v.                          Except where
expressly and unavoidably in conflict with term sheet specifics, Intelsat’s
lease of capacity from NSS will be on the terms of the service agreement
between Intelsat Global Sales & Marketing and NSS, dated April 30, 2004.


 


5.                             Renewals and
Expansion.


 


i.                                The XXX% to NSS/XXX% to
Intelsat revenue share continues to apply to any renewals.


 


ii.                             NSS will honor
existing renewal rights, to be specified in the service rights identified by
Intelsat in the Final Chart.


 


iii.                          Nonobligatory
renewals shall be offered to NSS; NSS choice whether to accept.


 


iv.                         If end-user
customer goes directly to NSS for renewal, NSS may agree, but revenue share
continues to apply.


 


v.                            Renewal rights
apply to contracts serving end-user-customer requirement in existing or
different form, but only to the existing amount of capacity provided. 


 


 


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Each
party is free to offer end user customers additional capacity, new service
offerings, without sharing the revenue with the other party.


 


vi.                         In cases where
an end-user customer may wish to have greater capacity, either party may
provide, but to the extent that such greater capacity replaces the existing
capacity provided herein, the party providing the replacement is obligated to
the other party for that party’s portion of a revenue share.  If this occurs during the original
customer-contract period, that share shall be based upon the rate specified in
the original customer contract.  After
the original period the share shall be based proportionately in terms of the
capacity provided and the rent received therefore.  For example, if an end user customer is
taking 5 MHz of capacity for USD 10,000 per annum under an existing contract,
that rate continues to apply as imputed revenue during the customer contract term,
even if the customer is relocated to other capacity.  After the contracted term, if entered in lieu
of a renewal, the other party would be entitled to a revenue share portion, but
only as a percentage of the larger capacity deal.  So that if the same end user customer was
obligated to pay USD 15,000 per annum for 10 MHz of capacity, the revenue
subject to sharing would be USD 7,500 per annum.


 


6.                             NSS’ Capacity
Restoration.


 


i.                        In the event of
a “Substantial Failure” of any of NSS’ satellites NSS may, if it is interested
in obtaining restoration capacity from Intelsat for the services lost, notify
Intelsat within forty-eight (48) hours of the time that a determination is made
by NSS that such a failure has occurred (the “Failure Notice”), providing Intelsat
with a list of the technical requirements of the services it wishes Intelsat to
restore (the “NSS Services”), and provide Intelsat with a right of first
refusal to meet such technical requirements. 
Intelsat may agree or refuse to restore such services, in whole or in
part, at its discretion and will notify NSS of its decision within forty-eight
(48) hours of the Failure Notice.


 


ii.                                 If Intelsat agrees to
restore any NSS Services, it shall provide NSS with suitable restoration
capacity, in accordance with the technical parameters set out in the Failure
Notice.  If Intelsat restores any of the
services included in the Failure Notice to any of NSS’ customers (other than to
restore its Intelsat-804 customers in the event of an NSS-5 satellite failure
where NSS cannot otherwise provide restoration), whether by (A) contracting
with NSS, or (B) contracting with such customers directly, then the terms of
Sections 3, 4, and 5 of this term sheet shall apply to the provision of such
restoration capacity, mutatis mutandis, save that, as to such provision,
Intelsat shall be entitled to 80% of the collected revenues and NSS shall be
entitled to 20%.


 


iii.                              If within seven (7) days of Intelsat’s
reply to the Failure Notice, NSS regains control over the failed capacity on
its satellite, it may, by giving Intelsat written notice, remove the NSS
Services from Intelsat’s capacity and the revenue share shall cease to apply.  In such event, Intelsat agrees to work with
NSS in good faith to transition customers restored on Intelsat satellites back
to failed NSS’ capacity


 


 


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iv.                             Except where expressly and
unavoidably in conflict with term sheet specifics, NSS’ lease of capacity from
Intelsat will be on the terms and conditions negotiated between Intelsat Global
Sales and Marketing Ltd. and NSS in the agreement dated January 21, 2005.


 


v.                              As used above, “Substantial
Failure” means the failure or degradation of 8 transponders or more such that
they cannot support applicable contracts. 
For the avoidance of doubt, the provisions of this Section 6 apply
Substantial Failure by Substantial Failure and are not limited to a single
event.


 


7.                                       Binding Term Sheet.  Once executed, this term sheet shall
constitute a binding agreement of the parties. 
The parties shall negotiate in good faith to conclude and execute
definitive documentation of the agreements reflected in this term sheet no
later than March 14, 2005, with each party using all reasonable efforts to
complete before that date; provided that the failure to agree upon such
documentation shall not void this term sheet, which shall then be implemented
by each party in good faith. This term sheet, definitive documentation, and all
leases made under this term sheet or the definitive documentation shall be
subject to English law.


 


IN WITNESS WHEREOF, each of the parties hereto has
duly executed and delivered this term sheet effective on February 17th, 2005.


 


 


	
  INTELSAT GLOBAL SALES & MARKETING LTD

  	
  NEW SKIES SATELLITES B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Andrew Stimson

  	
  By:

  	
  /s/ Daniel S. Goldberg

  
	
  Name:

  	
  Andrew Stimson

  	
  Name:

  	
  Daniel S. Goldberg

  
	
  Title:

  	
  Director

  	
  Title:

  	
  C.E.O.

  



 


 


 


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Services Restored    
    



	Product Category
 
	 	SVO
 
	 	Dec 2004

Revenue
 
	 	Status
 
	 	Restoration

Time
 
	 	Satellite
 
	 	XPDR
 
	 	Cent

Freq
 
	 	Beam

(803)
 
	 	Assigned

Bandwidth
 
	 	Total

Backlog
 
	 	EOS
 
	 	Contr

Type
 
	 	Notes
 

	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	[REDACTED]	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Carrier & Channel Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	





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