REGISTRATION RIGHTS AGREEMENT Dated as of November 2, 2004 Among NEW SKIES SATELLITES B.V. as Issuer, and DEUTSCHE BANK SECURITIES INC. and ABN AMRO INCORPORATED as Representatives of the Initial Purchasers $125,000,000 91/8 % Senior Subordinated...Registration Rights Agreement • March 9th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • New York
This Registration Rights Agreement (this “Agreement”) is dated as of November 2, 2004, among NEW SKIES SATELLITES B.V., a company organized under the laws of The Netherlands (the “Issuer”), and DEUTSCHE BANK SECURITIES INC. and ABN AMRO INCORPORATED as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amended Agreement”) is entered into this 10th day of October, 2005, by and between New Skies Satellites B.V., an entity established under Dutch law (the “Company”) and Michael C. Schwartz (the “Employee”).
AGREEMENT OF DISCLOSED PLEDGE between NEW SKIES SATELLITES B.V. as Pledgor andNew Skies Satellites Holdings Ltd. • January 27th, 2005
ContractTransaction and Monitoring Fee Agreement • March 9th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • New York
THIS TRANSACTION AND MONITORING FEE AGREEMENT is dated as of November 2, 2004 (this “Agreement”) and is between New Skies Satellites B.V. (f/k/a Munaro Holding B.V.), a private company with limited liability organized under the laws of The Netherlands (the “Company”), and Blackstone Management Partners IV L.L.C., a Delaware limited liability company (the “Advisor”).
Underwriting AgreementUnderwriting Agreement • March 28th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • New York
Goldman, Sachs & Co. Lehman Brothers Inc. Deutsche Bank Securities Inc. UBS Securities LLC Wachovia Capital Markets, LLC Banc of America Securities LLC
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. AMENDMENT NUMBER 4 TO THE NSS-8 SPACECRAFT AND ASSOCIATED EQUIPMENT AND...Escrow Agreement • May 6th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • New York
THIS COMPOSITE COMPILED CONTRACT (the “Contract”), entered into as of this 22nd day of February, 2005, by and between Boeing Satellite Systems International, Inc., a Delaware corporation, with its principal place of business located at 2260 East Imperial Highway, El Segundo, CA, U.S.A., (“Contractor”), and New Skies Satellites B.V., a Dutch corporation, with its principal place of business located at Rooseveltplantsoen # 4, 2517KR The Hague, The Netherlands (“NSS”), supersedes and replaces the Contract for NSS-8 Spacecraft and Associated Equipment and Services between Contractor and New Skies Satellites N.V. (predecessor of NSS) dated 21 March 2001, as amended by Amendment Number 1 dated 15 January 2002, by Amendment Number 2 dated 12 February 2003, by Amendment Number 3 dated 6 May 2003 and by a letter agreement dated 21 January 2004 (as so amended, hereinafter referred to as “the Original Contract”).
REGISTRATION RIGHTS AGREEMENT Concerning NEW SKIES SATELLITES HOLDINGS, LTD.Registration Rights Agreement • May 17th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 13, 2005 (the “Agreement”), by and between New Skies Satellites Holdings Ltd., a limited liability company organized under the laws of Bermuda (the “Company”), the Blackstone Investors (as hereinafter defined), and the Senior Managers (as hereinafter defined) and any other Person that shall from and after the date hereof acquire or otherwise be the transferee of any Registrable Securities and who shall become a signatory hereto (herein referred to collectively as the “Holders” and individually as a “Holder”).
AGREEMENT AND DEED OF PLEDGE OF SHARES MMH/6001933/231975New Skies Satellites Holdings Ltd. • January 27th, 2005
Today, the second of November two thousand and four, appeared before me, Paul Hubertus Nicolaas Quist, civil-law notary in Amsterdam:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated this day of November, 2004 (the “Amended Agreement”), among New Skies Satellites N.V., an entity established under Dutch law (the “Employer” or the “Company”), and Mr. A. Browne (the “Employee”).
FORM OF NEW SKIES SATELLITES HOLDINGS LTD. 2005 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 17th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • Delaware
THIS AGREEMENT, is made effective as of [ ], 2005 (the “Date of Grant”) at [ ] (the “Time of Grant”), between New Skies Satellites Holdings Ltd. (the “Company”) and [ ] (the “Participant”).
FIRST AMENDMENT TO AGREEMENT OF DISCLOSED PLEDGE DATED 2 NOVEMBER 2004 between NEW SKIES SATELLITES B.V. as Pledgor andNew Skies Satellites Holdings Ltd. • April 25th, 2005 • Communications services, nec
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 25th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • New York
FIRST AMENDMENT (this “Amendment”), dated as of February 22, 2005, among NEW SKIES HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Holdings”), NEW SKIES SATELLITES B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Parent”), the LENDERS party to the Credit Agreement referred to below (the “Lenders”), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and as Collateral Agent (in such capacities, the “Administrative Agent”) for the Lenders and ABN AMRO BANK N.V., as syndication agent (in such capacity, the “Syndication Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
AGREEMENT OF UNDISCLOSED PLEDGE between NEW SKIES SATELLITES B.V. as Pledgor andNew Skies Satellites Holdings Ltd. • January 27th, 2005
VOTING AGREEMENTVoting Agreement • December 15th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • New York
VOTING AGREEMENT, dated as of December 14, 2005 (this "Agreement"), between Blackstone Capital Partners (Cayman) IV L.P. ("Fund 1"), Blackstone Family Investment Partnership (Cayman) IV-A L.P. ("Fund 2"), Blackstone Capital Partners (Cayman) IV-A L.P. ("Fund 3"), Blackstone NSS Communications Partners (Cayman) L.P. ("Fund 4") and Blackstone Family Communications Partnership (Cayman) L.P. ("Fund 5" and, together with Fund 1, Fund 2, Fund 3 and Fund 4, the "Stockholders"), on the one hand, and SES Global S.A., a Luxembourg company ("Parent") and SES Holdings (Bermuda) Limited, a Bermuda company ("Amalgamation Sub") and a wholly-owned subsidiary of Parent, on the other hand.
PARENT GUARANTEE AND U.S. PLEDGE AGREEMENT dated and effective as of November 2, 2004, between NEW SKIES SATELLITES B.V. and DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral AgentPledge Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd. • New York
PARENT GUARANTEE AND U.S. PLEDGE AGREEMENT dated and effective as of November 2, 2004 (this “Agreement”), between NEW SKIES SATELLITES B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Parent”), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Creditors (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated this 5th day of October, 2004 (the “Amended Agreement”), between New Skies Satellites N.V. (the “Employer” or the “Company”), an entity established under Dutch law, and Daniel S. Goldberg (the “Employee”).
CREDIT AGREEMENT Dated as of November 2, 2004, among NEW SKIES HOLDING B.V., NEW SKIES SATELLITES B.V. and THE SUBSIDIARY REVOLVING BORROWERS, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and ABN AMRO BANK N.V.,...Credit Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd. • New York
CREDIT AGREEMENT dated as of November 2, 2004 (this “Agreement”), among NEW SKIES HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Holdings”), New Skies Satellites B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Parent”), certain subsidiaries of Parent from time to time party hereto as a borrower under the Revolving Facility provided for herein (in such capacity, the “Subsidiary Revolving Borrowers”), the LENDERS party hereto from time to time, DEUTSCHE BANK AG, NEW YORK BRANCH (“DBAG”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders, ABN AMRO BANK N.V., as syndication agent (in such capacity, the “Syndication Agent”) and DEUTSCHE BANK SECURITIES INC. and ABN AMRO INCORPORATED,
AGREEMENTAgreement • March 9th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • England and Wales
This Agreement (this “Agreement”) is entered into as of March 2, 2005 by and between SES Global Satellite Leasing Limited, an Isle of Man company with offices at 15-19 Athol Street, Douglas, Isle of Man IM1 1LB (“SES”), and New Skies Satellites B.V. (“NSS”), a Dutch limited liability company with offices at Rooseveltplantsoen 4, 2517 KR, The Hague, The Netherlands.
AGREEMENT OF PLEDGE between NEW SKIES SATELLITES B.V. as Pledgor and DEUTSCHE BANK AG, NEW YORK BRANCH as Pledgee Intellectual Property Rights Stibbe N.V. Strawinskylaan 2001 AmsterdamAgreement • January 27th, 2005 • New Skies Satellites Holdings Ltd.
TRANSACTION AGREEMENT AND PLAN OF AMALGAMATION between SES Global S.A., SES Holdings (Bermuda) Limited and New Skies Satellites Holdings Ltd. Dated as of December 14, 2005Transaction Agreement and Plan of Amalgamation • December 15th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • New York
THIS TRANSACTION AGREEMENT AND PLAN OF AMALGAMATION, dated as of December 14, 2005 (this "Agreement"), is between New Skies Satellites Holdings Ltd., a Bermuda company (the "Company"), SES Global S.A., a Luxembourg company ("Parent"), and SES Holdings (Bermuda) Limited, a Bermuda company and a wholly-owned subsidiary of Parent ("Amalgamation Sub" and, together with the Company and Parent, the "Parties").
USD 153,000,000 SUBORDINATED INTERCOMPANY LOAN AGREEMENT dated 2 November 2004 between New Skies Satellites B.V. as Borrower and New Skies Holding B.V. as Lender Strawinskylaan 1999Subordinated Intercompany Loan Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 14th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec
THIS AMALGAMATION AGREEMENT dated 14 December 2005 is made BETWEEN:Amalgamation Agreement • December 15th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec
AGREEMENT AND DEED OF PLEDGE OF SHARES MMH/6001933/231993Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd.
AGREEMENT OF NON-POSSESSORY PLEDGE OF ASSETS between NEW SKIES SATELLITES B.V. as Pledgor andNew Skies Satellites Holdings Ltd. • January 27th, 2005
FIRST AMENDMENT TO AGREEMENT OF UNDISCLOSED PLEDGE DATED 2 NOVEMBER 2004 betweenNew Skies Satellites Holdings Ltd. • April 25th, 2005 • Communications services, nec
ContractNew Skies Satellites Holdings Ltd. • January 27th, 2005
USD 153,000,000 SUBORDINATED INTERCOMPANY LOAN AGREEMENT dated 2 November 2004 between New Skies Holding B.V. as Borrower and New Skies Investments S.à.r.l. as Lender Strawinskylaan 1999Subordinated Intercompany Loan Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd.
FORM OF NEW SKIES SATELLITES HOLDINGS LTD. 2005 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 17th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec • Delaware
THIS AGREEMENT, is made effective as of [ ], 2005 (the “Date of Grant”) at [ ] (the “Time of Grant”), between New Skies Satellites Holdings Ltd. (the “Company”) and [ ] (the “Participant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amended Agreement”) is entered into this 1st day of November, 2004, by and between NEW SKIES SATELLITES N.V., an entity established under Dutch law (“New Skies” or the “Employer”) and Michael C. Schwartz (the “Employee”).
FIRST AMENDMENT TO AGREEMENT OF NON-POSSESSORY PLEDGE OF ASSETS DATED 2 NOVEMBER 2004 between NEW SKIES SATELLITES B.V. as Pledgor andNew Skies Satellites Holdings Ltd. • April 25th, 2005 • Communications services, nec
HOLDINGS GUARANTEE dated and effective as of November 2, 2004, among NEW SKIES HOLDING B.V. and DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral AgentHoldings Guarantee • January 27th, 2005 • New Skies Satellites Holdings Ltd. • New York
HOLDINGS GUARANTEE dated and effective as of November 2, 2004 (this “Agreement”), among NEW SKIES HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Holdings”) and DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
AGREEMENT OF DISCLOSED PLEDGE betweenAgreement • January 27th, 2005 • New Skies Satellites Holdings Ltd.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2005 • New Skies Satellites Holdings Ltd. • Communications services, nec
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated this 10th day of October, 2005 (the “Amended Agreement”), between New Skies Satellites B.V. (the “Company”), an entity established under Dutch law, and Daniel S. Goldberg (the “Employee”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2006 • New Skies Satellites Holdings Ltd. • Communications services, nec
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
