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 2004 to 1 November 2005 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 of any and all Partial Loss(es) in the aggregate
during the Policy Period (the Deductible) for each and every Satellite except
for NSS 703 where the Deductible will be USD 7,500,000 of any and all Partial
Loss(es) in the aggregate during the Policy Period.


 


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 and for NSS-7 on 17 April 2005.
Attachment of Risk for NSS-7 is subject to acceptance by Insurers, as of 17 April 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 7,184,379
calculated at 2.75% (NSS 703, NSS 5 and NSS 806) and 2.50% (NSS 7) on the
average Sum Insured for each Satellite annual and pro rata.


 


Premium payable in three instalments as follows:


 


1 December 2004: USD 1,914,549


 


1 March 2005: USD 3,829,099


 


17 May 2005: USD 1,440,731


 


The first two instalments are for NSS 703, NSS 5 and NSS 806. The third
instalment is for NSS 7.


 


In the event of an agreed claim arising hereunder which exceeds the
premium paid the balance of the full annual premium for each individual
Spacecraft 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 lNTEL-955 dated 11 July 1989
with Amendments 1 and 2.


 


d)                                     Contract Number NSS-1-09-99 dated 1 September 1999
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 years from 1st November 2004.


 


b)                                     The NSS 5 Satellite shall be deemed to have a
maximum of 226.2 Transponder Unit-Years, being seventy-eight (78) Transponder
Units operating for 2.9 years from 1st November 2004.


 


c)                                      The NSS 806 Satellite shall be deemed to have
a maximum of 142.8 Transponder Unit-Years, being forty-two (42) Transponder Units
operating for 3.4 years from 1st November 2004.


 


d)                                     The NSS 7 Satellite shall be deemed to have a
maximum of 873.0 Transponder Unit-Years, being ninety-seven (97) Transponder
Units operating for 9.0 years from 17 April 2005, subject to confirmation
by Insurers based on a satisfactory health status report as of 17 April 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.


 


d)                                    “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, subject to acceptance by Insurers of a satisfactory health status
report as of 17 April 2005.


 


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 the NSS-5 batteries


 





















 


Constructive Total Loss of the Satellite shall mean the loss of
seventy-five percent of the end of life power budget performance which is
4032.2 Watts.


 


“Constructive Total Loss” shall mean for NSS 7 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 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.


 


“Partial Loss” shall mean, for NSS-7 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.


 


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


 


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-703 telecommunications spacecraft
manufactured by Space Systems/Loral, NSS-5 and NSS-806 telecommunications
spacecraft manufactured by Martin Marietta Overseas Corp. and NSS-7
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
703, NSS 5, NSS 806 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.


 


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 stop 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. 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 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 March 2005.
Such cancellation shall be at pro-rata policy terms subject no losses
hereunder. In the event of a loss exceeding the premium paid, the full annual
premium shall be earned for the relevant Satellite.


 


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 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 


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: 703-841-1334


Facsimile: 703-841-0525


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.


 


27.          SPECIAL CANCELLATION CLAUSE


 


1.              It is a condition precedent upon all
subscribing (Re)Insurers who participate in this placement that each individual
subscribing (Re)Insurer shall at all times during the period of this Policy
maintain an Insurer Financial Strength (IFS) rating from Standard & Poor’s
Rating Group (“S&P”) equal to or greater than BBB+.


 


2.              In the event of an explicit downgrading by
S&P to a IFS rating lower than BBB+ or inferior to that which was applied
by S&P at the commencement of this placement by two or more notches, then
at its sole option the (Re)Insured may elect to cancel the participation of
that individual subscribing (Re)Insurer. The effective date of such
cancellation shall be determined at the sole discretion of the (Re)Insured
provided that the date so determined shall not be earlier than the date upon
which the relevant downgrading by S&P was announced.


 


3.              With regard to any Lloyd’s Underwriters
participating hereunder the rating applicable to each individual Lloyd’s
Underwriter shall be the S&P IFS rating applicable to the Lloyd’s
Corporation as a whole at the commencement of this placement.


 


4.              The (Re)Insured may also elect to cancel the
participation of any individual subscribing (Re)Insurer that Ceases
Underwriting. Ceases Underwriting shall mean that an (Re)Insurer publicly
announces that it will not accept any new space business. The effective date of
such cancellation shall be determined at the sole discretion of the (Re)Insured
provided that the date so determined


 





















 


shall not be earlier than the date upon which the relevant (Re)Insurer
ceased underwriting.


 


5.              The liability of such (Re)Insurer
hereunder shall cease outright at the date of cancellation other than in
respect of losses which have occurred prior to the date of cancellation. The
premium due to such (Re)Insurer shall be calculated at pro rata of the
earned premium, and any unearned premium shall be returned to the (Re)Insured
within 30 days of such cancellation becoming effective, provided no claim or
occurrence has arisen and become payable under this placement in respect of
such satellite.


 





















 


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.


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.


 





















 


9.                                       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.


 


10                                    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.