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 • January 27th, 2005 • New Skies Satellites Holdings Ltd. • 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”).
AGREEMENT OF DISCLOSED PLEDGE between NEW SKIES SATELLITES B.V. as Pledgor andAgreement of Disclosed Pledge • January 27th, 2005 • New Skies Satellites Holdings Ltd.
AGREEMENT AND DEED OF PLEDGE OF SHARES MMH/6001933/231975Pledge Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd.
Today, the second of November two thousand and four, appeared before me, Paul Hubertus Nicolaas Quist, civil-law notary in Amsterdam:
ContractTransaction and Monitoring Fee Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd. • 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”).
AGREEMENT OF UNDISCLOSED PLEDGE between NEW SKIES SATELLITES B.V. as Pledgor andUndisclosed Pledge Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd.
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 AgentParent Guarantee and u.s. Pledge 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).
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,
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 AmsterdamPledge Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd.
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.
AGREEMENT OF NON-POSSESSORY PLEDGE OF ASSETS between NEW SKIES SATELLITES B.V. as Pledgor andNon-Possessory Pledge of Assets • January 27th, 2005 • New Skies Satellites Holdings Ltd.
ContractMortgage Agreement • January 27th, 2005 • New Skies Satellites Holdings Ltd.
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.
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).
