Exhibit 99.1

GRAPHIC

EXECUTION COPY



DATED    DECEMBER 2003



MARCONI BONDING LIMITED
AS COMPANY
AND
HSBC BANK plc
AS ISSUING BANK



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AMENDMENT AGREEMENT
RELATING TO A
SECURITY OVER CASH AGREEMENT
DATED 10 MAY 2002

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THIS DEEDis dated    December 2003 and made between:

RECITALS:

IT IS AGREEDas follows:



1

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2

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THIS DEEDhas been signed on behalf of the Issuing Bank and executed as a deed by the Company and entered into and delivered on the date stated at the
beginning of this Agreement.

3

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SCHEDULE 1    Amendments to Original Security Over Cash Agreement



4

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SCHEDULE 1    Form of Release Notice

[HSBC Bank plc headed paper]



Dear
Sirs

Security Over Cash Agreement dated 10 May 2002 (the "Security Over Cash Agreement"): Release Notice

| | Deposit
[                ] |  | Amount
[                ]
| | -------------------------- |  | -------------------------

Yours
faithfully

[                        ]

For
and on behalf of HSBC Bank plc

5

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SIGNATURES

The Company

EXECUTEDas aDEEDby MARCONI BONDING LIMITED

By:

The Issuing Bank

HSBC BANK plc

By:

6

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GRAPHIC

EXECUTION COPY



DATED    DECEMBER 2003



MARCONI BONDING LIMITED
AS COMPANY
AND
HSBC BANK plc
AS ISSUING BANK



---

AMENDMENT AGREEMENT
RELATING TO A
COUNTER INDEMNITY AGREEMENT
DATED 10 MAY 2002

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THIS AGREEMENTis dated    December 2003 and made between:

RECITALS:

IT IS AGREEDas follows:



1

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2

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THIS AGREEMENThas been entered into on the date stated at the beginning of this Agreement.

3

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SCHEDULE 1  Amendments to Original Counter Indemnity Agreement





4

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SIGNATURES

The Company

MARCONI BONDING LIMITED

By:

The Issuing Bank

HSBC BANK plc

By:

5

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HSBC Bank plc

The
Directors
Marconi Bonding Limited
New Century Park
Allard Way
Coventry CV3 1HJ

December 2003

Dear
Sirs

Bonding Facility Letter dated 8 February 2002 from HSBC Bank plc and Barclays Bank PLC to Marconi Bonding Limited (the "First Bonding Facility
Letter").

Bonding Facility Letter dated 10 May 2002 from HSBC Bank plc, Barclays Bank PLC and, by accession, JP Morgan Chase Bank to Marconi Bonding Limited (the "Second
Bonding Facility Letter").

We
refer to the First Bonding Facility Letter and the Second Bonding Facility Letter. Terms defined in the Bonding Documents (as defined in the Second Bonding Facility Letter) and not otherwise
defined in this letter shall have the meaning given in the Bonding Documents.

This
letter sets out the terms and conditions on which we have agreed that the Bonds made available under the First Bonding Facility shall be migrated to the Second Bonding Facility and part of the
cash collateral for the Bonds shall be released.

1.     INTERPRETATION



2.     FIRST BONDING FACILITY



3.     MIGRATED BONDS



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4.     SECOND BONDING FACILITY



5.     RELEASE OF DEPOSITS



6.     ADDITIONAL FEE



7.     MISCELLANEOUS



8.     GOVERNING LAW AND JURISDICTION



2

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Please
arrange for the enclosed copy of this letter and the Amendment Agreements to be signed and returned to us.

Yours
faithfully,

for
and on behalf of HSBC Bank plc

We
agree to the above

for
and on behalf of Marconi Bonding Limited

3

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SCHEDULE 1    CONDITIONS PRECEDENT

4

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SCHEDULE 2    MIGRATED BONDS

|Reference  |  | Beneficiary                             |  | Type |  | Local      |  | Currency |  | Rate     |  | GBP       |  | Issue    |  | Expiry  
|---------- |  | --------------------------------------- |  | ---- |  | ---------- |  | -------- |  | -------- |  | --------- |  | -------- |  | --------
|39017      |  | Omnitel Pronto Italia S.p.A.            |  | PB   |  | 9,000,000  |  | EUR      |  | 1.4348   |  | 6,272,651 |  | 17.12.01 |  | 31.12.04
|           |  | Indemnity Insurance Co of North America |  | SBLC |  | 3,000,000  |  | USD      |  | 1.7199   |  | 1,744,287 |  | 01.01.02 |  | 29.09.04
|102/168625 |  | R A Rohmtenica                          |  | PB   |  | 1,406,026  |  | EUR      |  | 1.4348   |  | 979,946   |  | 11.02.02 |  | 30.06.04
|102/168627 |  | C N Romtehnica SA                       |  | PB   |  | 953,972    |  | EUR      |  | 1.4348   |  | 664,881   |  | 01.01.02 |  | 31.03.04
|102/166329 |  | Merseyside Fire Service                 |  | PB   |  | 600,000    |  | GBP      |  | 1.0000   |  | 600,000   |  | 20.11.01 |  | 21.12.06
|102/168046 |  | Secretary of State for Transport        |  | PB   |  | 423,527    |  | GBP      |  | 1.0000   |  | 423,527   |  | 15.01.02 |  | 04.03.06
|62366      |  | Ministry of Defence Turkey              |  | ADV  |  | 700,000    |  | USD      |  | 1.7199   |  | 407,000   |  | 20.12.01 |  | 20.12.04
|102/166907 |  | Albacom S.p.A.                          |  | PB   |  | 500,000    |  | EUR      |  | 1.4348   |  | 348,481   |  | 01.01.02 |  | 15.09.06
|16756      |  | Guernsey Police                         |  | PB   |  | 251,257    |  | GBP      |  | 1.0000   |  | 251,257   |  | 02.01.02 |  | 31.01.04
|62364      |  | Ministry of Defence Turkey              |  | PB   |  | 285,400    |  | USD      |  | 1.7199   |  | 165,940   |  | 20.12.01 |  | 20.12.04
|102/167813 |  | World Tender Industrial Ltd             |  | PB   |  | 20,191,200 |  | JPY      |  | 188.3580 |  | 107,196   |  | 07.01.02 |  | 26.01.04
|102/167862 |  | OnitelecomInfocomunicacoes SA          |  | ADV  |  | 144,625    |  | EUR      |  | 1.4348   |  | 100,798   |  | 09.01.02 |  | 30.04.04
|102/167863 |  | OnitelecomInfocomunicacoes SA          |  | ADV  |  | 87,840     |  | EUR      |  | 1.4348   |  | 61,221    |  | 09.01.02 |  | 30.05.04
|710798     |  | Wasser-Und Schiff Ltd                   |  | PB   |  | 9,203.25   |  | EUR      |  | 1.4348   |  |           |  | 01.01.02 |  | 30.01.04

5

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SCHEDULE 3    COUNTER INDEMNITY AMENDMENT AGREEMENT

6

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SCHEDULE 4    SECURITY OVER CASH AGREEMENT AMENDMENT AGREEMENT

7

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