1313981--3/30/2006--New_Skies_Satellites

related topics

{debt, indebtedness, cash}

{product, market, service}

{capital, credit, financial}

{regulation, change, law}

{regulation, government, change}

{loss, insurance, financial}

{investment, property, distribution}

{competitive, industry, competition}

{cost, contract, operation}

{personnel, key, retain}

{stock, price, share}

Risks Relating to Our Indebtedness We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, comply with our debt covenants and repay our indebtedness, including the notes. We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations. The terms of the senior secured credit facilities and the indentures governing the notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions. None of our subsidiaries are required to guarantee the notes, and the assets of our subsidiaries will not be available to make payments on the notes. Your right to receive payments on the senior subordinated notes will be junior to the rights of the lenders under the senior secured credit facilities, the senior floating rate notes and all of our other existing and future outstanding senior debt. Because the notes are not secured, our assets may be insufficient to pay amounts due on your notes. Although we will be required to offer to repurchase the notes upon certain kinds of change of control events, we may not have sufficient financial resources to purchase all notes that are tendered. Your ability to transfer the notes may be limited by the absence of an active trading market. Dutch or other local insolvency laws to which we may be subject may not be as favorable to you as U.S. or other local insolvency laws. You may have difficulty enforcing civil liabilities under U.S. securities laws against us. Risks Relating to Our Business We may experience satellite equipment failures that impair the commercial performance of our satellites, which could adversely affect our business, financial condition, profitability and capital requirements and, in the case of a total loss of a satellite, could cause the SES Transaction not to close. A significant launch delay or launch failure could affect our ability to satisfy demand for our services and to generate and grow future revenues, which would adversely affect our business, financial condition and results of operations. We may experience a failure of ground operations infrastructure that impairs the commercial performance of our satellites or the services delivered over our satellites, which could lead to lost revenues and other adverse consequences. We may become subject to unanticipated tax liabilities that may have a material adverse effect on our results of operations. Our insurance will not protect us against all satellite-related losses. As a result, certain satellite-related losses could have a material adverse affect on our financial condition and results of operations. Insurance expenses may increase, or insurance may become unavailable, or we may decide to employ other strategies for mitigating the risk of a satellite failure. Increases in insurance expenses could reduce our profitability. The unavailability of insurance, an increase in the scope of insurance exclusions or limitations, or a decision by us to employ alternative strategies could cause us to face an increased risk of suffering an uninsured satellite-related loss, which could adversely affect our financial condition and results of operations. The loss of customers, particularly our large customers, may reduce our future revenues and backlog. We may lose customers due to competition, consolidation, regulatory developments, business developments affecting our customers or their customers, or for other reasons. Compliance with the Sarbanes-Oxley Act is likely to increase our operating expenses. If we fail to comply with the Sarbanes-Oxley Act, our business could be materially adversely affected. The investment funds control us and may have conflicts of interest with us or you in the future, which could adversely affect our ability to engage in acquisitions, mergers and other strategic activities. We may not have access to sufficient capital to maintain our satellite fleet or to pursue future growth opportunities. The loss of key employees could impede our ability to implement our business plan, which could adversely affect our financial performance and long-term growth. Risks Relating to Our Industry Overcapacity and competition in the satellite industry and among terrestrial competitors may adversely affect our ability to sell our services, exert downward pressure on prices, or both. Demand for satellite services, including bundled services, may not develop in the manner we anticipate, which could adversely affect our financial condition and results of operations. Some of our competitors have greater resources than we do, which may make them better able to compete in terms of pricing, service offerings, marketing, name recognition, product development or otherwise, which could adversely affect our business, financial condition, and results of operations. Changes in technology could make our business obsolete, which could adversely affect our business, financial condition and results of operations. We face business risks arising from the content of some transmissions over our satellites, which could affect our ability to obtain and maintain necessary regulatory authorizations and, consequently, adversely affect our business, financial condition, results of operations and customer relationships. We face tax, contractual, payment and other risks in operating our business globally, each of which could adversely affect our business, financial condition and results of operations. We may not be able to take advantage of, or may be made less competitive as a result of, industry consolidation. Our rights to use the orbital locations from which our satellites operate are subject to regulation at the national and international levels and could be modified, restricted or terminated by national or international regulatory bodies, which could adversely affect our business, financial condition, and results of operations. We are subject to regulatory and licensing requirements in each of the countries in which we provide services, and our business is sensitive to regulatory changes in those countries. Regulatory changes could adversely affect our ability to provide services in certain markets and our business, financial condition and results of operations. Export control and embargo laws may preclude us from obtaining necessary satellites, parts or data or providing certain services in the future. Restrictions on our ability to obtain necessary satellites, parts or data, or in providing certain services, could adversely affect our ability to operate our satellites, acquire and launch new satellites, and obtain and pursue our rights under insurance policies.

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1313981--3/30/2006--New_Skies_Satellites_B.V.