FIRST AMENDMENT TO AGREEMENT OF NON-POSSESSORY PLEDGE OF ASSETS DATED 2 NOVEMBER 2004 between NEW SKIES SATELLITES B.V. as Pledgor and

Exhibit 10.37

FIRST AMENDMENT TO AGREEMENT OF NON-POSSESSORY PLEDGE OF ASSETS
DATED 2 NOVEMBER 2004

between

NEW SKIES SATELLITES B.V.

as Pledgor

and

DEUTSCHE BANK AG, NEW YORK BRANCH

as Pledgee

Assets

Xxxxxx X.X.

Xxxxxxxxxxxxxx 0000

Xxxxxxxxx

THIS FIRST AMENDMENT TO AGREEMENT OF NON-POSESSORY PLEDGE OF ASSETS IS DATED 22 FEBRUARY 2005

BETWEEN:

1 New Skies Satellites B.V., a private company with limited liability (besloten vennootschap), incorporated and existing under the laws of The Netherlands, with corporate seat in Amsterdam, The Netherlands, having its registered address at Xxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, registered with the Commercial Register under number 30146277 (the “Pledgor”); and

0 Xxxxxxxx Xxxx XX, Xxx Xxxx Branch, with its principal place of business at 00 Xxxx Xxxxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America, acting as Collateral Agent pro se in its capacity as creditor under the Parallel Debt Obligations (as defined below) and also for the Secured Parties, as such term is defined in the Credit Agreement (as defined below), pursuant to the terms of the Credit Agreement (the “Pledgee”).

WHEREAS:

(a) on 2 November 2004, amongst others, New Skies Holding B.V., the Pledgor, the Lenders party thereto, the Pledgee (as Administrative Agent and as Collateral Agent for the Secured Parties), ABN AMRO Bank N.V. (as Syndication Agent) and Deutsche Bank Securities Inc. and ABN AMRO Incorporated (as Joint Lead Arrangers) entered into a USD 535,000,000 Credit Agreement (the “Credit Agreement”);

(b) as a condition to the (continuing) availability of the credit extended pursuant to the Credit Agreement and in order to secure and provide for the payment and discharge of, inter alia, the Parallel Debt Obligations (as defined in the Pledge of Assets -as defined below-), the Pledgor and the Pledgee have entered into an Agreement of Non-Possessory Pledge of Assets dated 2 November 2004 (the “Pledge of Assets”);

(c) on 22 February 2005, amongst others, New Skies Holding B.V., the Pledgor, the Lenders party thereto, the Pledgee (as Administrative Agent and as Collateral Agent for the Secured Parties), ABN AMRO Bank N.V. (as Syndication Agent) and Deutsche Bank Securities Inc. and ABN AMRO Incorporated (as Joint Lead Arrangers) entered into an amendment to the Credit Agreement (the “Amendment”);

(d) the Amendment envisages that certain assets of the Pledgor will be pledged to Boeing Satellite Systems International, Inc. pursuant to, amongst others, an Agreement of non-possessory pledge of assets (NSS-8), dated 22 February 2005 between New Skies Satellites B.V. and Boeing Satellite Systems International, Inc. (the “NSS-8 Asset Pledge”) and as a result thereof, Pledgor and Pledgee hereby wish to modify the terms of the Pledge of Assets

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by entering into this First Amendment to the Pledge of Assets (this “Amendment to the Pledge of Assets”); and

(e) pursuant to Clause 17 of the Pledge of Assets, the Pledgor and the Pledgee have the consent of the Required Secured Parties (as defined in the Pledge of Assets pursuant to the Amendment to enter into this Amendment to the Pledge of Assets.

IT IS HEREBY AGREED AS FOLLOWS:

The Pledgee agrees to release and hereby releases any right of pledge created on satellite NSS-8 (defined in the NSS-8 Asset Pledge as the “Spacecraft”) (hereinafter: “NSS-8”) and the Pledgor agrees to and accepts such release.

The definition of “Assets” in clause 1.3 of the Pledge of Assets is hereby deleted in its entirety and the following new definition is inserted:

“Assets” means any and all moveable assets (roerende zaken), including but not limited to all Satellites (as defined in the Credit Agreement), except NSS-8 for the period during which a right of pledge is vested on the NSS-8 pursuant to the NSS-8 Asset Pledge, all equipment (including the respective hardware and software), all equipment capable of receiving, treating and transmitting electromagnetic signals where the signals can carry content of different kinds, all means of production (productiemiddelen) and other plants (machinerie) and equipment, presently owned or hereafter acquired by the Pledgor of any kind, nature or description, including, but not limited to, those listed and located at the addresses listed in Annex 1 hereto. For the avoidance of doubt, the definition of Assets shall include NSS-8 once the right of pledge vested on NSS-8 pursuant to the NSS-8 Asset Pledge has ceased to exist in any way.

Clause 2.2 of the Pledge of Assets is hereby deleted in its entirety and the following new clause 2.2 is inserted:

2.2 As security for the payment and discharge in full, when due (whether at stated maturity, by acceleration or otherwise), of the Secured Obligations, the Pledgor hereby grants, for the duration of the Security Period, to the Pledgee a first ranking non-possessory right of pledge (stil pandrecht eerste in rang), over all Assets and, once the right of pledge on NSS-8 created pursuant to the NSS-8 Asset Pledge has ceased to exist in any way, hereby grants in advance (verpanden bij voorbaat) to the Pledgee a first ranking right of pledge over NSS-8 and furthermore, to the extent it concerns future Assets, hereby grants in advance

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(verpanden bij voorbaat) to the Pledgee a first ranking non-possessory right of pledge over such future Assets and the Pledgee hereby accepts such rights of pledge.

Clause 4.1 of the Pledge of Assets is hereby deleted in its entirety and the following new clause 4.1 is inserted:

4.1 The Pledgor represents and warrants that the following is true and correct on the date of this Agreement, on the date the right of pledge created pursuant to the NSS-8 Asset Pledge ceases to exist in any way and each time any future Assets will be pledged to the Pledgee:

(i)   the Pledgor holds full and exclusive title to the Assets and is authorised (beschikkingsbevoegd) to create a right of pledge thereover; and

(ii)  except for the Rights of Pledge created pursuant to this Agreement and any encumbrances or liens permitted by the Credit Agreement, the Assets have not been encumbered with any attachment (beslag) or any rights in rem (beperkte rechten), none of the Assets have been assigned or pledged in advance and all Assets can be pledged to the Pledgee.

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This Amendment has been entered into on 22 February 2005.

THE PLEDGOR

NEW SKIES SATELLITES B.V.

/s/ X.X. Xxxxxx

By: X.X. Xxxxxx

Title: attorney in fact

THE PLEDGEE

DEUTSCHE BANK AG, NEW YORK BRANCH

/s/ Xxxxxx Xxxxxxx

By: Xxxxxx Xxxxxxx

Title: attorney in fact

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