Exhibit
4.6


 


$450,000,000


Inmarsat
Finance II plc


 


10 3/8%
Senior Discount Notes due 2012


 


 


PURCHASE
AGREEMENT


 


Dated as of November 9, 2004


 


CREDIT SUISSE FIRST
BOSTON (EUROPE) LIMITED


BARCLAYS BANK PLC


c/o                               Credit
Suisse First Boston (Europe) Limited


One Cabot Square


London E14 4QJ


England


 


Dear Sirs:


 


1.               Introductory.  Inmarsat Finance II plc, a public limited
company incorporated under the laws of England and Wales (the “Issuer”), and an indirect subsidiary of Inmarsat Group
Holdings Limited (the “Company”),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the several Purchasers named in Schedule A hereto (the “Purchasers”) $450,000,000 principal amount at maturity of
its 10 3/8% Senior Discount Notes due 2012 (the “Notes”)
to be issued under an indenture, dated the Closing Date (as defined below) (the
“Indenture”), between the Issuer, the
Guarantor (as defined below) and The Bank of New York, as Trustee.  The Notes will initially be represented by
one or more global securities in bearer form without interest coupons attached
(the “Global Securities”), which will be
issued by the Issuer and deposited with The Bank of New York, as depositary
(the “Book-Entry Depositary”), pursuant to a
deposit agreement (the “Deposit Agreement”)
of even date with the Indenture between the Issuer, the Book-Entry Depositary
and the holders and beneficial owners of certificateless depositary interests
(the “CDIs”) in the Notes.  References herein to the Notes (other than
references to the Notes in Section 2(j)) shall, unless the context
otherwise requires, include the Global Notes, the CDIs issued under the Deposit
Agreement and the book-entry interests therein. 
The Notes will be guaranteed (the “Guarantee”) by
Inmarsat Holdings Limited (the “Guarantor”).  The Notes and the Guarantee are herein
collectively referred to as the “Offered Securities.”


 


The gross proceeds from the Offered Securities will be
loaned by the Issuer to the Guarantor, which will use the proceeds to: (i)
repurchase or otherwise retire an amount of approximately $290 million euro
equivalent accreted principal amount of the subordinated preference
certificates issued by the Guarantor on December 30, 2003 (“Subordinated Preference Certificates”), and (ii) to pay fees
and expenses of the offering of the Offered Securities.


 


The Issuer and the Guarantor understand that the
Purchasers propose to make an offering of the Offered Securities on the terms
and in the manner set forth herein and agree that the Purchasers may resell,
subject to the conditions set forth herein, all or a portion of the Offered
Securities to purchasers (“Subsequent Purchasers”)
at any time after this Agreement has been executed and delivered.  The Offered Securities are to be offered,
purchased and resold by the Purchasers without being registered under the
United States Securities Act of 1933, as amended (the “Securities
Act”), in reliance upon exemptions therefrom.  Pursuant to the terms of the Offered
Securities and the Indenture, investors that acquire Offered Securities may
only resell or otherwise transfer such Offered Securities if such Offered
Securities are hereafter registered under the Securities Act or if an exemption
from the registration requirements of the Securities Act is available
(including the exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) promulgated by the U.S. Securities and Exchange
Commission (the “Commission”) or Regulation S under
the Securities Act (“Regulation S”)
promulgated by the Commission).


 





















 


The Purchasers have indicated that the Offered
Securities they sell may be sold by their affiliates, Credit Suisse First
Boston LLC and Barclays Capital Inc., as selling agents for the Purchasers (the
“Rule 144A Selling Agents”), to
Qualified Institutional Buyers (as such term is defined in Rule 144A) pursuant
to Rule 144A.


 


This Agreement, the Indenture (as defined below), the
Registration Rights Agreement (as defined below), the Notes, the Guarantee, the
Deposit Agreement, the subordinated intercompany note proceeds loan between the
Issuer and the Guarantor, dated the Closing Date (the “Subordinated Intercompany Note Proceeds Loan”),
the pledge of the subordinated intercompany note proceeds loan between the
Issuer and the Trustee, dated the Closing Date (the “Note Proceeds Loan Pledge Agreement”), the Assignment
Agreement between the Guarantor and the Trustee, dated the Closing Date (the “Assignment Agreement”), the Priority Deed between the
Guarantor, the Trustee and holders of Subordinated Preference Certificates, dated
the Closing Date (the “Priority Deed”),
the promissory note, dated the Closing Date, issued by the Guarantor pursuant
to the Subordinated Intercompany Note Proceeds Loan (the “Promissory
Note”), the paying agency agreement between the Issuer, the Guarantor,
the Bank of New York and The Bank of New York (Luxembourg) S.A., dated the
Closing Date (the “Paying Agency Agreement”),
and all agreements and instruments entered into or to be entered into or issued
by the Company, the Issuer, the Guarantor or any of their subsidiaries in
relation thereto or in connection with the consummation of the transactions
contemplated herein (including the issuance and sale of the Offered Securities)
or in the Offering Document (as defined below) are herein collectively referred
to as the “Operative Documents.”


 


The holders of the Offered Securities will be entitled
to the benefits of a registration rights agreement to be dated the Closing Date
among the Issuer, the Guarantor and the Purchasers (the “Registration
Rights Agreement”), pursuant to which the Issuer and the Guarantor
agree to file a registration statement with the Commission registering the resale of the Offered Securities under
the Securities Act.


 


The Issuer and the Guarantor hereby agree with the
several Purchasers as follows:


 


2.               Representations and
Warranties of the Issuer and the Guarantor. 
The Issuer and the Guarantor represent and warrant to, and agree
with, in each case, jointly and severally, the several Purchasers that:


 


(a)                                  A
preliminary offering circular dated November 9, 2004 and an offering
circular dated November 9, 2004 relating to the Offered Securities to be
offered by the Purchasers have been prepared by the Issuer and the
Guarantor.  Such preliminary offering
circular (the “Preliminary Offering Circular”)
and offering circular (the “Offering Circular”),
as supplemented as of the date of this Agreement are hereinafter collectively
referred to as the “Offering Document.”  The Preliminary Offering Circular and
Offering Circular as of their respective dates do not, and the Offering
Circular as of the date hereof does not, include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. The preceding sentence does not apply to statements in or
omissions from the Offering Document based upon written information furnished
to the Issuer by any Purchaser through Credit Suisse First Boston (Europe)
Limited (“CSFB”)
specifically for use therein, it being understood and agreed that the only such
information is that described as such in Section 7(b) hereof.


 


(b)                                 Each
of Issuer and the Guarantor has been duly incorporated, is validly existing as
a corporation under the laws of England and Wales with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Offering Document; and each of the Issuer and the Guarantor is
authorized to do business in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires such qualification.


 


(c)                                  Except
where the failure to have such power would not, individually or in the
aggregate, have a material adverse effect on the condition (financial or
other), business, properties, results of operations or prospects of the
Guarantor and its subsidiaries taken as a whole (“Material Adverse Effect”), each Material Subsidiary (as
defined below) has been duly incorporated and is an existing corporation under
the laws of the jurisdiction of its incorporation, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Offering Document; and each Material Subsidiary is authorized
to do business in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification; all of the
issued and outstanding share capital of each


 


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Material Subsidiary has been duly authorized
and validly issued and is fully paid; and the share capital is owned, directly
or indirectly by the Guarantor, free from liens, encumbrances and defects,
except for liens securing the senior facility agreement, dated October 10,
2003, as amended, between Inmarsat Investments Limited, the Company, Credit
Suisse First Boston, Barclays Bank PLC and The Royal Bank of Scotland plc (the “Senior
Facility Agreement”) and the indenture, dated February 3,
2004, as amended or supplemented, among Inmarsat Finance plc, the Guarantors
named therein and The Bank of New York, as trustee (the “Senior Notes Indenture”). Schedule B
hereto sets forth a complete list of each material subsidiary (each, a “Material
Subsidiary” and, together, the “Material
Subsidiaries”) of the Company.


 


(d)                                 Except
where the failure to have such power would not, individually or in the
aggregate, have a Material Adverse Effect, each subsidiary of the Guarantor
(other than the Issuer and the Material Subsidiaries) has been duly incorporated
or organized and is validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, with all necessary corporate
power and authority to own, lease and operate its properties and conduct its
business as described in the Offering Document; and each subsidiary of the
Guarantor (other than the Issuer and the Material Subsidiaries) is duly
qualified to do business as a foreign corporation and in good standing in all
other jurisdictions in which its ownership or lease of property or the conduct
of its business requires such qualification; all of the issued and outstanding
share capital of each subsidiary of the Guarantor (other than the Issuer and
the Material Subsidiaries) has been duly authorized and validly issued and is
fully paid; and the share capital of each subsidiary of the Guarantor (other
than the Issuer the Material Subsidiaries) is owned directly or indirectly by
the Guarantor, free from liens, encumbrances and defects (except for liens
securing the Senior Facility Agreement and the Senior Notes Indenture).


 


(e)                                  This
Agreement has been duly authorized, executed and delivered by the Issuer and
the Guarantor, and each other Operative Document applicable to them has been
duly authorized by each of them; when the Offered Securities (including, for
the avoidance of doubt, the CDIs) are delivered and paid for pursuant to this
Agreement and the Deposit Agreement on the Closing Date (as defined below),
such Offered Securities (including, for the avoidance of doubt, the CDIs) will
have been duly executed, authenticated, issued and delivered and will conform
to the description thereof contained in the Offering Document; and the
Indenture and (upon such execution, authentication, issuance and delivery) such
Offered Securities and (where relevant, upon execution and delivery) the other
Operative Documents will constitute valid and legally binding obligations of
the Issuer and the Guarantor enforceable against each of them in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors’ rights and to general equity principles.


 


(f)                                    The
Priority Deed is enforceable against holders of Subordinated Preference
Certificates in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles


 


(g)                                 Except
as disclosed in the Offering Document, there are no contracts, agreements or
understandings between the Issuer or the Guarantor, on the one hand, and any
other person, on the other hand, that would give rise to a valid claim against
the Issuer, the Company, the Guarantor or any Purchaser for a brokerage
commission, finder’s fee or other like payment in connection with the offering
of the Offered Securities contemplated by this Agreement.


 


(h)                                 All
consents, approvals, authorizations, or orders of, or filings with, any
governmental agency, body or court or intergovernmental agency or body required
in England and Wales (the “relevant jurisdiction”)
or the United States, or any political subdivision thereof by Company, the
Issuer and the Guarantor for the consummation of the transactions contemplated
by this Agreement or any other Operative Document in connection with the
issuance and sale of the Offered Securities (and the application of the
proceeds thereof) by, the performance pursuant to the Operative Documents of,
the Company, the Issuer and the Guarantor have been obtained.


 


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(i)                                     Except
as disclosed in the Offering Document and subject to the provisions referred to
in the section titled “Tax Considerations3⁄4United
Kingdom Taxation” therein (including, in particular, the requirement that the
Notes are and continue to constitute “quoted Eurobonds” for the purposes of section 349
of the Income and Corporation Taxes Act 1988), under current laws and
regulations of the relevant jurisdiction, the United States and any political
subdivision thereof, all interest, principal, premium, if any, and other
payments due or made on the Offered Securities and the Subordinated
Intercompany Note Proceeds Loan may be paid by the Issuer or the Guarantor to
the holder thereof in United States dollars that may be converted into foreign
currency and freely transferred out of the relevant jurisdiction and all
payments made to holders of the Notes who are non-residents of the relevant
jurisdiction will not be subject to any withholding or deduction for or on
account of tax under laws and regulations of the United Kingdom or any
political subdivision or taxing authority thereof or therein and without the
necessity of obtaining any governmental authorization in the United Kingdom or
any political subdivision or taxing authority thereof or therein.


 


(j)                                     On
the assumption that The Depository Trust Company has not made an election
pursuant to section 97A of the UK Finance Act 1986, which applies to the
Notes of the CDIs, no capital, transfer, stamp duty, stamp duty reserve tax or
other similar documentary, issuance or transfer taxes or duties are payable by
or on behalf of the Purchasers in the relevant jurisdiction, the United States
or, in each case, any political sub-division or taxing authority thereof or
therein on (i) the creation, issue or delivery by the Issuer of the Notes
pursuant hereto or the transfer by delivery of the Notes, (ii) the execution
and delivery of this Agreement, the Indenture, the Registration Rights
Agreement, the Guarantee, the Subordinated Intercompany Note Proceeds Loan
Agreement, the Note Proceeds Loan Pledge Agreement, the Deposit Agreement, the
Assignment Agreement, the Priority Deed, the Promissory Note and the Paying
Agency Agreement, or (iii) the consummation of the transactions contemplated by
this Agreement (including the initial resale of book-entry interests in the
Notes to Subsequent Purchasers by the Purchasers provided that such resale is
effected by means of book-entry and not by written instrument and there is no
written agreement for such transfer).


 


(k)                                  The
execution, delivery and performance of each Operative Document, and the
issuance and sale of the Offered Securities; compliance with the terms and
provisions thereof and application of the proceeds thereof, will not result in
a breach or violation of any of the terms and provisions of, or constitute a
default under, any statute, rule, regulation or order of any governmental agency,
body or court or intergovernmental agency or body of the relevant jurisdiction
or the United States or any political subdivision thereof, or any agreement or
instrument (including the Indenture, the Senior Notes Indenture, the Senior
Facility Agreement and the Intercreditor Agreement) to which the Issuer, the
Guarantor or any of the Material Subsidiaries is a party or by which the
Issuer, the Guarantor or any such Material Subsidiary is bound or to which any
of the properties of the Issuer, the Guarantor or any such Material
Subsidiaries is subject, or the memorandum of association and articles of
association or other organization documents of the Issuer, the Guarantor or any
such Material Subsidiaries; and each of the Issuer and the Guarantor has full power
and authority to authorize, issue and sell the Offered Securities as
contemplated by this Agreement.


 


(l)                                     There
are no agreements or documents or relationships, direct or indirect, between
the Guarantor and its subsidiaries, on the one hand, and any director, officer,
shareholder, affiliate, customer or supplier or any of them, on the other hand,
that would be required to be disclosed or described in a registration statement
on Form F-1 under the Securities Act which have not been so disclosed and described
in the Offering Document.


 


(m)                               The
Guarantor and its subsidiaries have good and marketable title to all real
properties and all other properties and assets owned by them, in each case,
free from all liens, encumbrances and defects that would materially affect the
value thereof or materially interfere with the use made or to be made thereof
by them; and the Guarantor and its subsidiaries hold all leased real or
personal property under valid and enforceable leases, except where failure to
possess such valid and enforceable leases would not individually or in the
aggregate have a Material Adverse Effect.


 


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(n)                                 The
Guarantor and its subsidiaries possess all certificates, authorities, permits,
licenses or other authorizations issued by, and all declarations or filings
have been made with all, appropriate governmental or intergovernmental agencies
or bodies necessary to conduct their businesses as now conducted by them,
except where the failure to possess such certificates, authorities, permits,
licenses or authorizations or to make such declarations and filings would not
individually or in the aggregate have a Material Adverse Effect, and all such
certificates, authorities, permits, licenses and other authorizations are valid
and in full force and effect, and all insurance required to be maintained
pursuant to such certificates, authorities, permits, licenses or authorizations
has been obtained, and neither the Guarantor nor any of its subsidiaries have
received any notice of proceedings relating to the revocation or modification
of any such certificate, authority, permit, license or other authorization
that, if determined adversely to the Guarantor or any of its subsidiaries,
would individually or in the aggregate have a Material Adverse Effect.


 


(o)                                 The
Guarantor and its subsidiaries have insurance covering their respective
properties, operations, personnel and businesses, which insurance the Guarantor
believes to be appropriate and in amounts and insuring against such losses or
risks as are customary in the industry in which the Guarantor and its
subsidiaries operate, and all such insurance is in full force and effect. With
respect to insurance coverage of its Inmarsat-3 and Inmarsat-4 satellites,
compliance with the third paragraph under the covenant in the Offering Circular
under the heading “Description of the Notes3⁄4Certain
Covenants—Maintenance of Insurance” is deemed sufficient to satisfy this
representation.  Neither the Guarantor
nor any of its subsidiaries has received notice from any insurer or agent of
such insurer that capital improvements or other expenditure are required or
necessary to be made (other than capital improvements or other expenditures
that have been made) in order to continue such insurance, except such notices
as are not reasonably likely to have a Material Adverse Effect.


 


(p)                                 No
labor dispute with the employees of the Guarantor or any of its subsidiaries
exists or, to the knowledge of the Issuer or the Guarantor, is imminent that
might have a Material Adverse Effect. 
The Guarantor and its subsidiaries are in compliance with all applicable
laws relating to worker safety standards except as would not result in a
Material Adverse Effect.


 


(q)                                 The
Guarantor and its subsidiaries own, possess or can acquire or license on
reasonable terms, adequate trademarks, trade names and other rights to
inventions, know-how, patents, copyrights, confidential information and other
intellectual property (collectively, “intellectual
property rights”) necessary to conduct the business now
operated by them, or presently employed by them, except where the failure to so
own, possess, acquire or license could not, individually or in the aggregate,
have a Material Adverse Effect, and have not received any notice of
infringement of, or conflict with, asserted rights of others with respect to
any intellectual property rights that, if determined adversely to the Guarantor
or any of its subsidiaries, would individually or in the aggregate have a
Material Adverse Effect.


 


(r)                                    Neither
the Guarantor nor any of its subsidiaries is in violation of any statute, rule,
regulation, decision or order of any governmental agency or body or any court,
domestic or foreign, relating to the use, disposal or release of hazardous or
toxic substances or relating to the protection or restoration of the
environment or human exposure to hazardous or toxic substances (collectively, “environmental
laws”), owns or operates any real property contaminated with any
substance that is subject to any environmental laws, is liable for any off-site
disposal or contamination pursuant to any environmental laws, or is subject to
any claim relating to any environmental laws, which violation, contamination,
liability or claim would individually or in the aggregate have a Material
Adverse Effect; and neither the Guarantor nor any of its subsidiaries is aware
of any pending investigation which might lead to such a claim.


 


(s)                                  Neither
the Guarantor nor any of its subsidiaries nor any of their respective
operations are in violation of any of the terms or provisions of any statute,
rule, regulation, decision or order of any domestic or foreign governmental
agency or body or any court relating to the launch or operation of a satellite
network or the provision of telecommunications services (collectively “Communications
Laws”), except where a violation would not individually or in the
aggregate have Material Adverse Effect.


 


(t)                                    All
filings have been made with the International Telecommunication Union by
appropriate national regulatory authorities for all satellites owned or
operated or planned to be owned or operated by


 


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the Guarantor and its subsidiaries, and all
coordination agreements and other spectrum sharing agreements and arrangements
have been entered into by the Guarantor and its subsidiaries or on their
behalf, required for the Guarantor and its subsidiaries to conduct their
business as now conducted by them as set forth in the Offering Document.


 


(u)                                 There
are no pending actions, suits, proceedings, inquiries or investigations against
or affecting the Guarantor, any of its subsidiaries or any of their respective
properties that, if determined adversely to the Guarantor or any of its
subsidiaries, would individually or in the aggregate have a Material Adverse
Effect, or would materially and adversely affect the ability of the Issuer or
the Guarantor to perform their respective obligations under the Operative
Documents, or which are otherwise material in the context of the sale of the
Offered Securities; and no such actions, suits, proceedings, inquiries or
investigations are threatened or, to the knowledge of the Issuer or the
Guarantor, contemplated.


 


(v)                                 The
Guarantor and its subsidiaries comply with the requirements of the Open-market
Reorganization for the Betterment of International Telecommunications Act, as
amended (the “ORBIT Act”).


 


(w)                               All
prior acquisitions (including, for the avoidance of doubt, the acquisition of
Inmarsat Ventures Limited and its subsidiaries), joint venture and partnership
transactions involving the Guarantor or any of its subsidiaries have been duly
cleared by the competent antitrust and competition authorities, where necessary
to complete such transaction.


 


(x)                                   Except
as disclosed in the Offering Document, neither the Guarantor nor any of its
subsidiaries is currently or has reason to believe that, or has received notice
within two years of the date hereof that, it will be in the future a party to,
or directly or indirectly concerned in, an agreement, arrangement,
understanding or practice (whether or not legally binding) which has been, is
or may (i) contravene any treaty, regulation or directive of the European Union
or any other jurisdiction relating to competition or restraint of trade, or any
local competition or trade laws of any other jurisdiction; (ii) is registrable,
unenforceable or void or renders the Guarantor, its subsidiaries or any of
their respective officers, directors or employees liable to administrative,
civil or criminal proceedings under any competition legislation, or restraint
of trade regulation or similar legislation, or (iii) is the subject of any
investigation by any competent authority in respect of any provision of any
competition legislation, or restraint of trade regulation or similar
legislation in any jurisdiction.  Except
as disclosed in the Offering Document, neither the Guarantor nor any of its
subsidiaries is currently, or has reason to believe that it will be, engaged in
(whether on its own or jointly with any other person) any conduct which amounts
to the abuse of a dominant position in a market which may affect competition
within the European Union or any part of it or any other jurisdiction.


 


(y)                                 Neither
the Guarantor nor any of its subsidiaries nor any director, officer, agent,
employee or other person acting with specific instruction from the Guarantor or
any of its subsidiaries has (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to
political activity, (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds, (iii)
caused the Guarantor or any of its subsidiaries to be in violation of any
provision of the U.S. Foreign Corrupt Practices Act of 1977, US Patriot Act of
2003 or other national or local law regulating the payments of bribes to
government officials or employees, or (iv) made any bribe or other unlawful
payment.


 


(z)                                   Neither
the Guarantor nor any of its subsidiaries nor any director, officer, agent,
employee or other person acting with specific instruction from the Guarantor or
any of its subsidiaries has caused the Guarantor or any of its subsidiaries to
be in violation of any European Union directive, national or foreign statute,
or administrative regulation relating to money-laundering, unlawful financial
activities or control and prevention of terrorism.


 


(aa)                            No
event of default exists under any contract, indenture, mortgage, loan, credit
agreement, note, guarantee, letter of credit, lease or other agreement or
instrument that either, singly or in the aggregate, could result in a Material
Adverse Effect or could result in a cross-default under any contract,


 


6





















 


indenture, mortgage, loan, credit agreement,
note, guarantee, letter of credit, lease, debenture or other evidence of
Indebtedness (including the Indenture).


 


(bb)                          Except
as disclosed in the Offering Document, no subsidiary of the Guarantor is subject
to any indenture, mortgage, deed of trust, lease, agreement or other instrument
which could restrict the payment of dividends, the making of loans, the
repayment of loans or any other distribution to the Issuer or the Guarantor in
a manner which would adversely impact the ability of the Issuer or the
Guarantor to make any payments on the Offered Securities.


 


(cc)                            All
income, corporation or similar tax returns of the Guarantor and its Material
Subsidiaries required by law to be filed have been filed and all taxes shown by
such returns or otherwise assessed, which are due and payable, have been paid,
except assessments against which appeals have been or will be promptly taken
and as to which adequate reserves have been provided, except where the failure
to so file or pay would not, singly or in the aggregate, have a Material
Adverse Effect.  The Guarantor and its
subsidiaries have filed all other tax returns that are required to have been
filed by them pursuant to applicable foreign, national, state, local or other
law, and have paid all taxes due pursuant to such returns or pursuant to any
assessment received by the Guarantor and its subsidiaries, except for such
taxes, if any, as are being contested in good faith and by appropriate
proceedings and as to which adequate reserves have been provided to the extent
required by the generally accepted accounting principles applied by the
Guarantor, except to the extent that the failure to do so would not reasonably
be likely to either result in a Material Adverse Effect or cause a default
under any contract or agreement evidencing Indebtedness (including the
Indenture).  The charges, accruals and
reserves on the books of the Guarantor and its subsidiaries in respect of all
tax liabilities of the Guarantor and its subsidiaries for any years not finally
determined are adequate to meet any assessments or re-assessments for
additional tax for any years not finally determined, except to the extent of
any inadequacy that would not reasonably be likely to result in a Material
Adverse Effect.


 


(dd)                          The
Guarantor and each of its subsidiaries, on a consolidated basis, are, and
immediately after the Closing Date and the application of the proceeds from the
issuance of the Offered Securities, will be, Solvent.  As used herein, the term “Solvent” means,
with respect to the Guarantor and each of its subsidiaries on a consolidated
basis on a particular date, that on such date (i) the fair market value of
their consolidated assets is greater than the total amount of their
consolidated liabilities (including contingent liabilities), (ii) the present
fair saleable value of their consolidated assets is greater than the sum of
their stated consolidated liabilities and identified contingent liabilities,
(iii) they are able to realize upon their consolidated assets and pay their
debts and other liabilities, including contingent obligations, as they mature,
(iv) the Guarantor and each of its subsidiaries do not have unreasonably small
capital, and (v) the Guarantor and its subsidiaries are not unable to and have
not been deemed to be unable to pay their debts as they are currently due or
any debt that will fall due during the next twelve months.  No proceedings have been commenced nor have
resolutions been passed or petitions presented for purposes of, and no judgment
has been rendered for, the liquidation, bankruptcy, winding-up, administration
or analogous event of the Issuer, the Guarantor or any of the Material
Subsidiaries.


 


(ee)                            The
accountants who certified the financial statements included in the Offering
Document are independent public accountants with respect to the Guarantor and
its subsidiaries within the meaning of (i) generally accepted accounting
principles applicable in the United Kingdom (“UK GAAP”), as in effect as of the
Closing Date, including those set forth in the Financial Reporting Standards
and Statements of Standard Accounting Practices issued by the Accounting
Standards Board, and (ii) the Securities Act and the applicable published rules
and regulations thereunder.


 


(ff)                                The
issued and outstanding share capital of the Company, the Issuer and the
Guarantor is, subject to rounding, as set forth in the Offering Document under
the caption “Principal Shareholders.”


 


(gg)                          The
consolidated financial statements of the Guarantor (including its predecessor),
including the related schedule and notes, included in the Offering
Document present fairly the consolidated financial position of the Guarantor or
its predecessor, as the case may be, together with its subsidiaries as of the
dates shown and their consolidated results of operations and cash flows for the
periods shown; such financial


 


7





















 


statements have been prepared in conformity
with UK GAAP as of the Closing Date, including those set forth in the Financial
Reporting Standards and Statements of Standard Accounting Practices issued by
the Accounting Standards Board applied on a consistent basis; all U.S. GAAP
information included in the notes thereto has been prepared in accordance with
generally accepted accounting principles in the United States (“US GAAP”); the
selected financial data and the summary financial information included in the
Offering Document present fairly the information shown therein and have been
compiled on a basis consistent with that of the financial statements referred
to above and included in the Offering Document.


 


(hh)                          The
“Unaudited Pro Forma Financial Information” and other pro forma financial
information (including, without limitation, the notes thereto) included in the
Offering Document (A) present fairly in all material respects the information
shown therein, (B) give effect to assumptions used in the preparation thereof
on a reasonable basis an in good faith and (C) have been prepared in accordance
with the applicable requirements of Article 11-02 of Regulation S-X of the
Commission (other than the sale and leaseback transaction, which would not be
permitted as a pro forma adjustment under such Article 11-02 of Regulation
S-X of the Commission).  The pro forma
capitalization presented in the Offering Document under the heading “Capitalization”
presents fairly in all material respects the information shown therein.  The assumptions used in the preparation of
the “Unaudited Pro Forma Financial Information,” “Capitalization” and other pro
forma financial information included in the Offering Document are reasonable
and the adjustments used in such pro forma information are factually
supportable and appropriate to give effect to the transactions or circumstances
referred to therein.


 


(ii)                                  Since
September 30, 2004, there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties, results of operations and
prospects of the Guarantor and its subsidiaries, taken as a whole, and, except
as disclosed in or contemplated by the Offering Document, there has been no
dividend or distribution of any kind declared, paid or made by the Guarantor on
any class of its share capital.


 


(jj)                                  The
Guarantor and its consolidated subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in accordance with UK GAAP and US GAAP, and
to maintain asset accountability, and (ii) long-term contracts are properly
accounted for (including the assessment of individual contract profits and the
costing of work-in-progress).


 


(kk)                            Neither
the Guarantor nor any of its subsidiaries relies on any key manager or
employee, the loss of whom would result in a Material Adverse Effect.


 


(ll)                                  Neither
the Company, the Issuer, nor the Guarantor nor any of their respective
subsidiaries has received any European Union state aid (whether in the form of
a grant, subsidy, guarantee, writing off of debts, provision of equity, special
tax treatment or any other form and whether contained in any law or regulation,
constitutive document, agreement or other legal document of any kind) other
than European Union state aid which is exempt or with respect to which they
have received approval as to compatibility with the common market from the
European Union.


 


(mm)                      Neither
the issue of the Offered Securities by the Issuer, the issue of the Guarantee
by the Guarantor, the execution, delivery and performance of the Agreement, the
Indenture, the Registration Rights Agreement, the Guarantee, the Subordinated
Intercompany Note Proceeds Loan Agreement, the Note Proceeds Loan Pledge
Agreement, the Deposit Agreement, the Assignment Agreement, the Priority Deed,
the Promissory Note and the Paying Agency Agreement will result in a breach of any
provisions relating to financial assistance, principles of corporate benefit or
any similar analogous law or regulation of any applicable jurisdiction which
would invalidate the enforceability of the Offered Securities or the Guarantee,
as the case may be.


 


(nn)                          The
Guarantee is being provided in good faith for the purposes of the Guarantor
carrying on its business and there are reasonable grounds for believing that
the transactions contemplated by the Operative Documents will benefit the
Guarantor.


 


8





















 


(oo)                          All
material authorizations, consents, approvals, resolution or filings required to
make the Operative Documents to which they are a party admissible in evidence
in the relevant jurisdictions or the United States have been obtained or
effected and are in full force and effect.


 


(pp)                          To
the knowledge of the Guarantor, neither the Guarantor nor any of its
subsidiaries has any material liability in respect of any pension scheme and
there are no circumstances which would give rise to such liability; the
Guarantor and the Material Subsidiaries are in compliance with all applicable
laws and contracts relating to and the governing provisions of the pension
schemes maintained by or for the benefit of them and/or any of their employees
except to the extent that failure to so comply, individually or in the
aggregate, would have a Material Adverse Effect.


 


(qq)                          Neither
the Guarantor nor any of its subsidiaries or affiliates nor anyone acting on
their behalf (other than the Purchasers, as to whom no representation is made)
has distributed and, prior to the later to occur of (i) the Closing Date and
(ii) completion of the distribution of the Offered Securities, will distribute,
any material in connection with the offering and sale of the Offered Securities
other than the Offering Document or other materials, if any, permitted by the
Securities Act and the English Financial Services and Markets Act 2000 (“FSMA”)
(or regulations promulgated pursuant to the Securities Act or FSMA) and
approved by the Purchasers.  The
Guarantor, its subsidiaries and affiliates and all persons acting on their
behalf (other than the Purchasers, as to whom no representation is made) have
complied and will comply with all applicable provisions of the FSMA with
respect to anything done by it or them in relation to the Offered Securities
in, from or otherwise involving the UK.


 


(rr)                                Other
than the press releases of Standard & Poor’s and Moody’s, dated November 9,
2004, no “nationally recognized statistical rating organization” as such term
is defined for purposes of Rule 436(g)(2) under the Securities Act (i) has
informed the Issuer or the Guarantor that it has imposed or is considering
imposing any condition (financial or otherwise) on the Issuer or the Guarantor
retaining any rating assigned to the Issuer or the Guarantor or any securities
of the Issuer or the Guarantor or (ii) has indicated to the Issuer or the
Guarantor that it is considering (A) the downgrading, suspension, or withdrawal
of, or any review for a possible change that does not indicate the direction of
the possible change in, any rating so assigned or (B) any change in the outlook
for any rating of or any securities of the Issuer or the Guarantor that would
result in a downgrade.


 


(ss)                            Neither
the Issuer nor the Guarantor is an open-end investment company, unit investment
trust or face-amount certificate company that is or is required to be
registered under Section 8 of the United States Investment Company Act of
1940 (the “Investment Company Act”);
and neither the Issuer nor the Guarantor is and, after giving effect to the
offering and sale of the Offered Securities and the application of the proceeds
thereof as described in the Offering Document, will be an “investment company”
as defined in the Investment Company Act.


 


(tt)                                No
securities of the same class (within the meaning of Rule 144A(d)(3) under
the Securities Act) as the Offered Securities are listed on any national
securities exchange registered under Section 6 of the United States
Securities Exchange Act of 1934 (“Exchange Act”)
or quoted in a U.S. automated inter-dealer quotation system.


 


(uu)                          Assuming
the accuracy of the Purchasers’ representations set forth in Section 4
hereof, and their compliance with the agreements set forth therein, the offer
and sale of the Offered Securities in the manner contemplated by this Agreement
will be exempt from the registration requirements of the Securities Act by
reason of Section 4(2) thereof and Regulation S thereunder and the offer
and sale of the Offered Securities by the Purchasers will be exempt from the
registration requirements of the Securities Act by reason of Rule 144A and
Regulation S thereunder. It is not necessary to qualify an indenture in
respect of the Offered Securities under the United States Trust Indenture Act
of 1939, as amended (the “Trust Indenture Act”).


 


(vv)                          Neither
the Guarantor, its subsidiaries nor any of their affiliates, nor any person
acting on its or their behalf (other than the Purchasers, as to whom no representation
is made) (i) has, within the six-month period prior to the date hereof,
offered or sold in the United States or to any U.S. person (as such


 


9





















 


terms are defined in Regulation S) the
Offered Securities or any security of the same class or series as the Offered
Securities or (ii) has offered or will offer or sell the Offered
Securities (A) in the United States by means of any form of general
solicitation or general advertising within the meaning of Rule 502(c) under the
Securities Act or (B) (with respect to any such securities sold in reliance on
Rule 903 of Regulation S) by means of any directed selling efforts within the
meaning of Rule 902(c) of Regulation S. 
The Guarantor, its subsidiaries and their affiliates and any person
acting on its or their behalf (other than the Purchasers, as to whom no
representation is made) have complied and will comply with the offering
restrictions requirement of Regulation S. 
Neither the Guarantor nor any of its subsidiaries or any of their
affiliates has entered or will enter into any contractual arrangement with
respect to the distribution of the Offered Securities except for this
Agreement.


 


(ww)                      Each
of the Preliminary Offering Circular and the Offering Circular, as of its date,
contains all the information specified in, and meeting the requirements of,
Rule 144A(d)(4) under the Securities Act.


 


(xx)                              There
is no “substantial U.S. market interest” as defined in Rule 902(j) of
Regulation S in the debt securities of the Issuer or the Guarantor.


 


(yy)                          The
Issuer is a “foreign private issuer,” as defined in the rules and regulations
of the Securities Act and the Exchange Act.


 


(zz)                              The
sale of the Offered Securities pursuant to Regulation S is not part of a plan
or scheme to evade the registration provisions of the Securities Act.  The Issuer and the Guarantor have offered and
sold the Offered Securities in reliance on Regulation S only in offshore
transactions, and neither the Issuer, the Guarantor nor any of their respective
affiliates or representatives (other than the Purchasers, as to which no
representation is made), have engaged in any directed selling efforts with
respect to such Offered Securities. 
Terms used in this subsection (yy) have the meanings given to them
by Regulation S.


 


(aaa)                      The
proceeds to the Issuer and the Guarantor from the offering of the Offered
Securities will be used as described in the Preliminary Offering Circular and
Offering Circular under the Caption “Use of Proceeds” and will not be used to
purchase or carry any security or for any other purpose which might cause any
of the Offered Securities to be considered a “purpose credit” within the
meanings of Regulation G, T, U, or X of the Board of Governors of the U.S.
Federal Reserve System.


 


(bbb)                   Each
certificate signed by a director or officer of the Issuer or the Guarantor and
delivered to the Purchasers or counsel for the Purchasers pursuant to this
Agreement shall be deemed to be a representation and warranty by the Issuer and
the Guarantor to the Purchasers as to the matters covered thereby.


 


(ccc)                      The
Issuer has been informed of the existence (and has received a copy) of the UK
Financial Services Authority’s informational guidance referred to in MAR
2.3.2R(4) of the price stabilising rules made under section 144(1) of the
UK Financial Services and Markets Act 2000.


 


3.               Purchase, Sale and
Delivery of Offered Securities.  On
the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Issuer agrees to
sell to the Purchasers, and the Purchasers agree, severally and not jointly, to
purchase from the Issuer, at a purchase price (the “Purchase Price”) of 100% of the accreted value thereof as of
the Closing Date, the respective principal amount at maturity of Offered
Securities set forth opposite the names of the several Purchasers in Schedule A
hereto.


 


The Issuer will deliver against payment of the
purchase price the Offered Securities in the form of Global Securities to the
Book-Entry Depositary pursuant to the Deposit Agreement, and the simultaneous
confirmation by the Book-Entry Depositary that the CDIs representing such
Global Securities have been deposited with the Trustee, as custodian for The
Depository Trust Company (“DTC”),
and registered in the books and records of the Book-Entry Depositary in the
name of Cede & Co., as nominee for the DTC.  Interests in the CDIs
representing the Global Securities will be held only in book-entry form through
DTC and its participants (including Euroclear and


 


10





















 


Clearstream), except in
the limited circumstances described in the Offering Document.  Payment for the Offered Securities shall be
made by the Purchasers in same day funds by wire transfer to an account
specified by the Issuer on the tenth business day (as permitted under Rule
15c6-1 under the Exchange Act) following the date hereof, or at such other time
not later than fifteen full business days thereafter as CSFB and the Issuer
determine, such time being herein referred to as the “Closing Date,” against (i) delivery to the
Book-Entry Depositary pursuant to the Deposit Agreement of Global Securities
representing all of the Offered Securities, (ii) the confirmation by the Book-Entry
Depositary, in a form reasonably satisfactory to you, that the CDIs
representing such Global Securities have been deposited with the Trustee, as
custodian for DTC, and have been registered in the books and records of the
Book-Entry Depositary in the name of Cede & Co., as nominee for the DTC; and (iii) credited to accounts at
DTC specified by the Purchasers of book-entry interests in the CDIs.  The Global Securities and the CDIs will be
made available for checking at the above office of Latham & Watkins at
least 24 hours prior to the Closing Date. 
The closing referred to above will take place at the office of Latham
& Watkins, 99 Bishopsgate, London EC2M 3XF at 1:30 pm (London time) on the
Closing Date.


 


As compensation for the Purchasers’ commitments, the
Issuer will pay (or cause to be paid) to CSFB for their proportionate accounts
the sum of 2.25% of the aggregate Purchase Price of the Offered Securities
purchased by the Purchasers on the Closing Date as commissions for sale of the
Offered Securities under this Agreement. Such payment will be made on the
Closing Date with respect to the Offered Securities purchased on the Closing
Date.


 


4.               Representations by
Purchasers; Resale by Purchasers.


 


(a)                                  Each
Purchaser severally represents and warrants to the Issuer and the Guarantor
that it is an “accredited investor” within the meaning of Regulation D
under the Securities Act.


 


(b)                                 Each
Purchaser severally acknowledges that the Offered Securities have not been
registered under the Securities Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except in
accordance with Regulation S or pursuant to an exemption from the registration
requirements of the Securities Act.  Each
Purchaser severally represents and agrees that it, its affiliates and each
person acting on its or their behalf have offered and sold the Offered
Securities only in accordance with Rule 903 or Rule 144A under the Securities
Act.


 


(c)                                  Accordingly,
(i) each such Purchaser and its affiliates have offered and sold the Offered
Securities offered in reliance on Regulation S only in offshore transactions
and (ii) neither such Purchaser nor its affiliates, nor any persons acting on
its or their behalf, have engaged in any directed selling efforts with respect
to such Offered Securities.  Terms used
in this subsection (c) have the meanings given to them by Regulation S.


 


(d)                                 Each
Purchaser severally agrees that it and each of its affiliates has not entered
and will not enter into any contractual arrangement with respect to the
distribution of the Offered Securities except for any such arrangements with
the other Purchasers or affiliates of the other Purchasers without the prior
written consent of the Guarantor.


 


(e)                                  Each
Purchaser severally agrees that it and each of its affiliates will not offer or
sell the Offered Securities in the United States by means of any form of
general solicitation or general advertising within the meaning of Rule 502(c)
under the Securities Act, including, but not limited to (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio or
(ii) any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising.


 


(f)                                    Each
Purchaser severally agrees, with respect to resales made in reliance on Rule
144A of any of the Offered Securities, to deliver either with the confirmation
of such resale or otherwise prior to settlement of such resale a notice to the
effect that the resale of such Offered Securities has been made in reliance
upon the exemption from the registration requirements of the Securities Act
provided by Rule 144A.


 


11





















 


(g)                                 Each
of the Purchasers severally represents and agrees that (i) it has not
offered or sold the Offered Securities and will not offer or sell any Offered
Securities to persons in the United Kingdom except to a person who represent
and agree that:


 


•                  it
is a person whose ordinary activities involve it in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of its business and it has not offered or sold, and prior to expiry of a six
month period from the closing date of the offering, will not offer or sell any
notes to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or as agent) for the purposes of their business or
who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which do not constitute an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995;


 


•                  it
is (a) an investment professional, as such term is defined in Article 19
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001
(“Order”); or (b) a
person falling within Article 49(2)(a) to(d) (“high net worth companies,
unincorporated associations etc”) of the Order;


 


•                  it
has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) received by it in
connection with the issue or sale of any notes in circumstances in which section 21(1)
of the FSMA does not apply to the issuer or any guarantor; and


 


•                  it
has complied with and will comply with all applicable provisions of the FSMA
with respect to anything done by it in relation to the notes in, from or
otherwise involving the United Kingdom.


 


(h)                                 Each Purchaser represents and agrees
that it has not offered, transferred or sold and will not offer, transfer or
sell any Notes, whether directly or indirectly, as part of their initial
distribution or at any time thereafter, in or from The Netherlands other than
to individuals or legal entities which include, but are not limited to, banks,
brokers, dealers, institutional investors and undertakings with a treasury
department, who or which trade or invest in securities in the conduct of a
business or profession (“Professional Investors”).


 


(i)                                     Each
Purchaser undertakes to the Issuer and the Guarantor that it will comply in all
material respects with all applicable laws and regulations in each country or
jurisdiction in which it offers, sells or delivers Offered Securities in
connection with such offer, sale and delivery.


 


5.               Certain Agreements
of the Issuer and the Guarantor.  Each
of the Issuer and the Guarantor agrees with the several Purchasers that:


 


(a)                                  They
will advise CSFB promptly of any proposal to amend or supplement the Offering
Document and will not effect such amendment or supplementation without CSFB’s
consent. If, at any time prior to the completion of the resale of the Offered
Securities by the Purchasers, any event occurs as a result of which the
Offering Document as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary at any such time to
amend or supplement the Offering Document to comply with any applicable law,
they promptly will notify CSFB of such event and promptly will prepare, at
their own expense, an amendment or supplement which will correct such statement
or omission or effect such compliance. Neither the Purchasers’ consent to, nor
the Purchasers’ delivery to offerees or investors of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth in Section 6.


 


12





















 


(b)                                 They
will furnish to the Purchasers copies of the Offering Circular and all
amendments and supplements to such documents, in each case, as soon as
available and in such quantities as the Purchasers request. At any time when
the Issuer or the Guarantor is not subject to Section 13 or 15(d) of the
Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under
the Exchange Act, the Issuer and the Guarantor will promptly furnish or cause
to be furnished to the Purchasers and, upon request of holders and prospective
purchasers of the Offered Securities, to such holders and purchasers, copies of
the information required to be delivered to holders and prospective purchasers
of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities
Act (or any successor provision thereto) in order to permit compliance with
Rule 144A in connection with resales by such holders of the Offered
Securities.  The Issuer and the Guarantor
will pay the expenses of printing and distributing to the Purchasers all such
documents.


 


(c)                                  The
Issuer and the Guarantor will arrange for the qualification of the Offered
Securities for sale and the determination of their eligibility for investment
under the laws of such jurisdictions in the United States and the European Union
as CSFB designates and will continue such qualifications in effect so long as
required for the resale of the Offered Securities by the Purchasers; provided,
that the Issuer will not be required to qualify as a foreign corporation or to
file a general consent to service of process in any such jurisdiction.


 


(d)                                 During
the period of seven years hereafter, so long as any Notes remain outstanding,
the Issuer and the Guarantor will furnish to the Purchasers, as soon as
practicable after the end of each financial year, a copy of its annual report
for such year; and the Issuer and the Guarantor will furnish to the Purchasers
(i) as soon as available, a copy of each report, notice or communication or
financial statement furnished to or filed with any securities regulator or any
securities exchange on which any class of securities of the Issuer or the
Guarantor or any of their respective subsidiaries is listed, and (ii) any
additional information concerning the Guarantor and any of its subsidiaries as
the Purchasers may reasonably request.


 


(e)                                  During
the period of two years after the Closing Date and if the Issuer and the
Guarantor have not completed a registered exchange offer referred to under the
Registration Rights Agreement, the Issuer and the Guarantor will, upon request,
furnish to the Purchasers and any holder of Offered Securities a copy of the
restrictions on transfer applicable to the Offered Securities.


 


(f)                                    During
the period of two years after the Closing Date and if the Issuer and the
Guarantor have not completed a registered exchange offer, the Issuer and the
Guarantor will not, and will not permit any of their respective affiliates (as
defined in Rule 144 under the Securities Act) to, resell any of the
Offered Securities that have been reacquired by any of them.


 


(g)                                 During
the period of two years after the Closing Date, neither the Issuer nor
Guarantor will be or become, an open-end investment company, unit investment
trust or face-amount certificate company that is or is required to be
registered under Section 8 of the Investment Company Act.


 


(h)                                 The
Issuer and the Guarantor agree, jointly and severally, to pay all expenses
(together with VAT where applicable) incidental to the performance of their
obligations under this Agreement, the other Operative Documents and the Offered
Securities, including (i) the fees and expenses of the Trustee and its
professional advisers; (ii) all expenses in connection with the execution,
issue, authentication, packaging and initial delivery and initial resale of the
Offered Securities (including any transfer taxes, any stamp, stamp duty reserve
or other similar duties payable pursuant to section 5(k) upon the issuance
and delivery of the Offered Securities and the initial resale thereof (and
book-entry interests therein) to the Subsequent Purchasers) and, as applicable,
the Exchange Securities (as defined in the Registration Rights Agreement), the
preparation and printing of this Agreement, the other Operative Documents, the
Offering Documents and amendments and supplements thereto, and any other
document relating to the issuance, offer, sale, delivery and initial resale of
the Offered Securities and, as applicable, the Exchange Securities; (iii) the
cost of listing the Offered Securities on the Luxembourg Stock Exchange and any
expenses incidental thereto (including fees and expenses of the Luxembourg
Stock Exchange listing agent); (iv) the cost of listing the Offered Securities
and qualifying the Offered Securities for trading in The PortalSM
Market (“PORTAL”)


 


13





















 


and any expenses incidental thereto; (v) the
cost and expenses of the Exchange Offer and any Registration Statement, as set
forth in the Registration Rights Agreement; (vi) expenses (including fees and
disbursements of counsel for the Purchasers) incurred in connection with
qualification of the Offered Securities for sale under the laws of such
jurisdictions in the European Union, the United States and Canada as the
Purchasers designate and the preparation of “Blue Sky” or similar memoranda
relating thereto; (vii) fees charged by investment rating agencies for the
rating of the Offered Securities or the Exchange Securities, (viii) expenses
incurred in distributing Preliminary Offering Circulars and the Offering Circular
(including any amendments and supplements thereto) to the Purchasers, (ix)
costs and expenses, if any, of depositing the Notes against issuance of CDIs
according to the terms of the Deposit Agreement; and (x) the fees and expenses
(including fees and disbursements of counsel), if any, of the Book-Entry
Depositary and any custodian appointed under the Deposit Agreement, other than
the fees and expenses to be paid by holders of CDIs.  The Issuer and the Guarantor also agree,
jointly and severally, to pay or reimburse the Purchasers (to the extent
incurred by them) for all properly documented and reasonable fees and expenses
of counsel and travel expenses of the Purchasers and the officers and employees
of the Issuer and the Guarantor, and for any other expenses of the Purchasers,
the Issuer and the Guarantor in connection with attending or hosting meetings
with prospective purchasers of the Offered Securities from the Purchasers.


 


(i)                                     In
connection with the offering, until CSFB shall have notified the Issuer, the
Guarantor and the other Purchasers of the completion of the resale of the
Offered Securities, neither the Issuer nor the Guarantor nor any of their
affiliates has or will, either alone or with one or more other persons, bid for
or purchase for any account in which they or any of their affiliates have a
beneficial interest any Offered Securities or attempt to induce any person to
purchase any Offered Securities; and neither they nor any of their affiliates
will make bids or purchases for the purpose of creating actual, or apparent,
active trading in, or of raising the price of, the Offered Securities.


 


(j)                                     For
a period of 180 days after the date of the initial offering of the Offered
Securities by the Purchasers, neither the Issuer nor the Guarantor will offer,
sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
any debt securities issued or guaranteed by the Issuer or the Guarantor, and
having a maturity of more than one year from the date of issue.  Neither the Issuer nor the Guarantor will at
any time offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any securities under circumstances where such offer,
sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2)
of the Securities Act or the safe harbor of Regulation S thereunder to cease to
be applicable to the offer and sale of the Offered Securities.


 


(k)                                  The
Issuer and the Guarantor will pay and will, jointly and severally, indemnify
and hold harmless the Purchasers (and, to the extent requested by any holder of
CDIs, such holder) against any documentary, stamp, stamp duty reserve or
similar issuance tax, including any interest and penalties, on the creation and
issuance of the Offered Securities, the initial resale thereof (and book-entry
interests therein) to Subsequent Purchasers and the execution and delivery of
the Agreement, the Indenture, the Registration Rights Agreement, the Guarantee,
the Subordinated Intercompany Note Proceeds Loan Agreement, the Note Proceeds
Loan Pledge Agreement, the Deposit Agreement, the Assignment Agreement, the
Priority Deed, the Promissory Note and the Paying Agency Agreement.  All payments to be made by the Issuer and the
Guarantor hereunder shall be made without withholding or deduction for or on
account of any present or future taxes, duties or governmental charges imposed
by or on behalf of the relevant jurisdiction or the United States whatsoever
unless the Issuer or the Guarantor is compelled by law to deduct or withhold
such taxes, duties or charges. In that event, the Issuer and the Guarantor
shall (jointly and severally) pay such additional amounts as may be necessary
in order that the net amounts received after such withholding or deduction
shall equal the amounts that would have been received if no withholding or
deduction had been made.


 


(l)                                     The
Issuer and the Guarantor will use the proceeds received by it from the sale of
the Offered Securities in the manner specified in the Offering Document under “Use
of Proceeds.”


 


(m)                               The
Issuer and the Guarantor will use their best efforts to maintain the listing of
the Offered Securities on the Luxembourg Stock Exchange for so long as such
Offered Securities are outstanding.  If


 


14





















 


the Offered Securities are approved for
listing on the Luxembourg Stock Exchange, the Issuer will publish the Offering
Document (and, if appropriate, any supplemental Offering Document) as required
by the official stock exchange listing rules (as amended) (the “Listing
Rules”). 
The Issuer and the Guarantor will comply with the Listing Rules and all
applicable provisions of the Luxembourg Stock Exchange’s internal rules and
regulations; and the Issuer and the Guarantor will make available sufficient copies
of the Offering Document at the registered office of the Issuer and the
Guarantor and the other locations referred to in the Offering Document as
required by the Luxembourg Stock Exchange.


 


(n)                                 The
Issuer and the Guarantor will use all commercially reasonable efforts to do and
perform all things required or necessary to be done and performed under the
Operative Documents by it prior to the Closing Date and to satisfy all
conditions precedent to the delivery of the Offered Securities.


 


(o)                                 The
Issuer and the Guarantor will, jointly and severally, indemnify and hold
harmless CSFB, its 144A Selling Agent, its partners, directors and officers and
each person, if any, who controls it, within the meaning of Section 15 of
the Securities Act, against any losses, claims, damages or liabilities, joint
or several, arising out of a breach of the provisions of the last paragraph of
that certain letter, dated November 9, from CSFB to the Guarantor, the
Issuer and the other parties named therein, or the disclosure of the contents
thereof (except where such disclosure is required by law, regulation or as may
be required in legal proceedings).


 


6.               Conditions of the
Obligations of the Purchasers.  The
obligations of the several Purchasers to purchase and pay for the Offered
Securities will be subject to the accuracy of the representations and
warranties of the Issuer and the Guarantor contained herein, to the accuracy of
the statements of officers of the Issuer and the Guarantor made pursuant to the
provisions hereof, to the performance by the Issuer and the Guarantor of their
obligations hereunder and to the following additional conditions precedent:


 


(a)                                  The
Purchasers shall have received a letter, dated the date of this Agreement, of
PricewaterhouseCoopers LLP in form and substance satisfactory to the Purchasers
concerning the financial information with respect to the Issuer and the
Guarantor set forth in the Offering Document.


 


(b)                                 Subsequent
to the execution and delivery of this Agreement, there shall not have occurred (i)
any change, or any development or event involving a prospective change, in the
condition (financial or other), business, properties or results of operations
of the Guarantor and its subsidiaries taken as a whole which, in the judgment
of a majority of the Purchasers, including CSFB, is material and adverse and
makes it impractical or inadvisable to proceed with completion of the offering
or the sale of and payment for the Offered Securities; (ii) any change in
United Kingdom, United States or international financial, political or economic
conditions or currency exchange rates or exchange controls as would, in the
judgment of a majority of the Purchasers including CSFB, be likely to prejudice
materially the success of the proposed issue, sale or distribution of the
Offered Securities, whether in the primary market or in respect of dealings in
the secondary market, (iii) any material suspension or material limitation of
trading in securities generally on the New York Stock Exchange or the
Luxembourg Stock Exchange or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the Issuer or the
Guarantor on any exchange or in the over-the-counter market; (iv) any banking
moratorium declared by U.S. Federal, New York or UK authorities; (v) any major
disruption of settlements of securities or clearance services in the United
States or the United Kingdom or (vi) any attack on, outbreak or escalation of
hostilities or act of terrorism involving the United States or, any declaration
of war by Congress or any other national or international calamity or emergency
if, in the judgment of a majority of the Purchasers including CSFB, the effect
of any such attack, outbreak, escalation, act, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of the offering
or sale of and payment for the Offered Securities.


 


(c)                                  The
Purchasers shall have received an opinion, dated the Closing Date, of Clifford
Chance Limited Liability Partnership, U.S. and New York counsel for the Issuer
and the Guarantor with respect to the matters set forth on Schedule C
attached hereto.


 


15





















 


(d)                                 The
Purchasers shall have received an opinion, dated the Closing Date, of Clifford
Chance Limited Liability Partnership, English counsel for the Issuer and the
Guarantor with respect to the matters set forth on Schedule D
attached hereto.


 


(e)                                  The
Purchasers shall have received an opinion dated the Closing Date of Nick Rowe,
General Counsel to Inmarsat Limited, with respect to the matters set forth in Schedule E
attached hereto.


 


(f)                                    The
Purchasers shall have received an opinion dated the Closing Date of counsel to
the Book-Entry Depositary with respect to the Depositary Agreement and the
CDIs, in form and substance satisfactory to the Purchasers.


 


(g)                                 The
Purchasers shall have received from Latham & Watkins, counsel for the
Purchasers, such opinion or opinions, dated the Closing Date, with respect to
the validity of the Offered Securities, the Offering Circular, the exemption
from registration under the Securities Act of the offer and sale of the Offered
Securities by the Issuer to the several Purchasers and the resale thereof by
the several Purchasers as contemplated hereby and other related matters as CSFB
may require, and the Issuer and the Guarantor shall have furnished to such
counsel such documents as Latham & Watkins request for the purpose of
enabling them to pass upon such matters.


 


(h)                                 The
Purchasers shall have received a certificate, dated the Closing Date, of Andrew
Sukawaty and Rick Medlock, in their capacities as Chief Executive Officer and
Chief Financial Officer of the Guarantor in which such officers, to the best of
their knowledge after reasonable investigation, shall state that the
representations and warranties of the Issuer and the Guarantor in this
Agreement are true and correct, that the Issuer and the Guarantor have complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date, and that, subsequent to
the date of this Agreement there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations
of the Guarantor and its subsidiaries taken as a whole except as set forth in
or contemplated by the Offering Document.


 


(i)                                     The
Purchasers shall have received a letter, dated the Closing Date, of PricewaterhouseCoopers
LLP in form and substance satisfactory to the Purchasers concerning the
financial information with respect to the Issuer and the Guarantor set forth in
the Offering Document.


 


(j)                                     The
Purchasers shall have received a counterpart, conformed as executed, of each
Operative Document which shall have been entered into by the Issuer, the
Guarantor and all other applicable parties.


 


(k)                                  The
Issuer and the Guarantor will furnish the Purchasers with conformed copies of
such additional opinions, certificates, letters and documents as the Purchasers
reasonably request.


 


(l)                                     The
Issuer and Guarantor shall have obtained all consents as may be required under
the Senior Facility Agreement and the Intercreditor Agreement, dated October 10,
2003 (as amended and restated from time to time) between, among others, the
Company, the Guarantors named therein, Credit Suisse First Boston and Barclays
Bank PLC (the “Intercreditor Agreement”)
in order to enter into the Operative Documents and consummate the transactions
contemplated thereby, in each case in form and substance satisfactory to the
Purchasers.


 


(m)                               The
Purchasers shall have received a certificate, dated the Closing Date, from the
Issuer and the Guarantor stating that no Default or Event of Default (as such
terms are defined in the Indenture and the Senior Notes Indenture) under either
the Senior Notes Indenture, the Senior Facility Agreement or the Intercreditor
Agreement has occurred and is continuing or will occur as a consequence of the
issuance of the Notes or the use of proceeds of the Notes purchased and sold
under this Agreement.


 


(n)                                 The
Issuer and the Guarantor shall have caused the Offered Securities to be listed
on the Luxembourg Stock Exchange.


 


16





















 


(o)                                 The
Purchasers shall have received all documents and information responsive to “know
your customer” laws that they shall have reasonably requested.


 


7.               Indemnification and
Contribution.


 


(a)                                  The
Issuer and the Guarantor will, jointly and severally, indemnify and hold
harmless each Purchaser, each 144A Selling Agent, its partners, directors and
officers and each person, if any, who controls such Purchaser or 144A Selling
Agent, within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such
Purchaser or 144A Selling Agent may become subject, under the Securities Act or
the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Offering Document, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (including any losses, claims, damages or liabilities arising out of
or based upon the failure of any of them to perform their obligations under Section 5(a)
of this Agreement), and will reimburse each indemnified party for any legal or
other expenses reasonably incurred by such indemnified person in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided,
however, that the Issuer and the Guarantor will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement in or omission or alleged omission from any of such documents
in reliance upon and in conformity with written information furnished to the
Issuer or the Guarantor by any Purchaser or 144A Selling Agent through CSFB
specifically for use therein, it being understood and agreed that the only such
information consists of the information described as such in subsection (b)
below.


 


(b)                                 Each
Purchaser will, severally and not jointly, indemnify and hold harmless the
Issuer, the Guarantor, their respective directors and officers and each person,
if any, who controls the Issuer and the Guarantor, within the meaning of Section 15
of the Securities Act, against any losses, claims, damages or liabilities to
which the Issuer or the Guarantor may become subject, under the Securities Act
or the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Offering Document, or any amendment or supplement thereto, or arise out of
or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Issuer or the Guarantor by such Purchaser through CSFB
specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Issuer or the Guarantor in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Purchaser consists of their names on the cover of
the Offering Document and the information under the caption “Plan of
Distribution” paragraphs 8 through 12; provided,
however, that the Purchasers shall not be liable
for any losses, claims, damages or liabilities arising out of or based upon the
failure of the Issuer or the Guarantor to perform its obligations under Section 5(a)
of this Agreement.


 


(c)                                  Promptly
after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under subsection (a)
or (b) above, notify the indemnifying party of the commencement thereof; provided
that the failure to notify the indemnifying party shall not relieve it from any
liability that it may have under subsection (a) or (b) above except to the
extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided
further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an indemnified party otherwise than under subsection (a) or (b)
above.  In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with


 


17





















 


any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnified party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this Section for
any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes (i)
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to or an admission of fault, culpability or failure to act by or
on behalf of any indemnified party.


 


(d)                                 If
the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Issuer and the Guarantor, on the one hand, and the Purchasers on the other from
the issuance and sale of the Offered Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Issuer and the
Guarantor, on the one hand, and the Purchasers, on the other, in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities as well as any other relevant equitable considerations.  The relative benefits received by the Issuer
and the Guarantor on the one hand and the Purchasers on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Issuer and the Guarantor bear to
the total commission received by the Purchasers pursuant to Section 3 of
this Agreement from the Issuer and the Guarantor. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Issuer or the
Guarantor, on the one hand, or the Purchasers, on the other hand, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which
is the subject of this subsection (d). 
Notwithstanding the provisions of this subsection (d), no Purchaser
shall be required to contribute any amount in excess of the amount by which the
discounts, fees and commissions applicable to the Offered Securities purchased
by it exceeds the amount of any damages which such Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. The Purchasers’ obligations in this subsection (d) to
contribute are several in proportion to their respective purchase obligations
and not joint.


 


(e)                                  The
obligations of the Issuer and the Guarantor under this Section shall be in
addition to any liability which the Issuer and the Guarantor may otherwise have
and shall extend, upon the same terms and conditions, to each person, if any,
who controls any Purchaser within the meaning of the Securities Act or the
Exchange Act; and the obligations of the Purchasers under this Section shall
be in addition to any liability which the respective Purchasers may otherwise
have and shall extend, upon the same terms and conditions, to each person, if
any, who controls the Issuer or a Guarantor within the meaning of the
Securities Act or the Exchange Act.


 


8.               Default of
Purchasers.  If any Purchaser default
in its obligations to purchase Offered Securities hereunder and the aggregate
principal amount of Offered Securities that such defaulting Purchaser agreed
but failed to purchase does not exceed 10% of the total principal amount of
Offered Securities, the non-defaulting Purchaser may make arrangements
satisfactory to the Issuer and the Guarantor for the purchase of such Offered
Securities by other persons, including the non-defaulting Purchaser, but if no
such arrangements are made by the Closing Date, the non-defaulting Purchaser
shall be obligated severally, in proportion to its commitment hereunder, to
purchase the Offered Securities that such defaulting Purchaser agreed but
failed to purchase. If any Purchaser so default and the


 


18





















 


aggregate principal
amount of Offered Securities with respect to which such default or defaults
occur exceeds 10% of the total principal amount of Offered Securities and
arrangements satisfactory to the non-defaulting Purchaser, the Issuer and the
Guarantor for the purchase of such Offered Securities by other persons are not
made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Purchaser, the Issuer or
the Guarantor, except as provided in Section 9. As used in this Agreement,
the term “Purchaser” includes any person
substituted for a Purchaser under this Section. 
Nothing herein will relieve a defaulting Purchaser from liability for
its default.


 


9.               Survival of Certain
Representations and Obligations.  The
respective indemnities, agreements, representations, warranties and other
statements of the Issuer, the Guarantor and their directors and officers, and
of the several Purchasers, set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of any Purchaser, the Issuer,
the Guarantor or any of their respective representatives, officers or directors
or any controlling person, and will survive delivery of and payment for the
Offered Securities. If this Agreement is terminated pursuant to Section 8
or if for any reason the purchase of the Offered Securities by the Purchasers
is not consummated, the Issuer and the Guarantor shall remain responsible for
the expenses to be paid or reimbursed by it pursuant to Section 5 and the
indemnification obligations of Section 5(o), and the respective
obligations of the Issuer, the Guarantor and the Purchasers pursuant to Section 7
shall remain in effect. If the purchase of the Offered Securities by the
Purchasers is not consummated for any reason other than solely because of the
termination of this Agreement pursuant to Section 8 or the occurrence of
any event specified in clause (ii) through (vi) of Section 6(b), the
Issuer and the Guarantor will reimburse the Purchasers for all out-of-pocket
expenses (including fees and disbursements of counsel) reasonably incurred by
them in connection with the offering of the Offered Securities.


 


10.         Notices.  All communications hereunder will be in
writing and, if sent to the Purchasers will be mailed, delivered or telegraphed
and confirmed to the Purchasers, c/o Credit Suisse First Boston (Europe)
Limited, One Cabot Square, London, E14 
4QJ, United Kingdom, Attention: 
High Yield Capital Markets or, if sent to the Issuer or the Guarantor,
will be mailed, delivered or telegraphed and confirmed to it at c/o Inmarsat
Ventures Limited, 99 City Road, London EC1Y 1AX, Attention: Company Secretary,
provided, however, that any notice to a Purchaser pursuant to Section 7
will be mailed, delivered or telegraphed and confirmed to such Purchaser.


 


11.         Successors.  This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors, and
the affiliates and controlling persons referred to in Section 7, and no
other person will have any right or obligation hereunder, except that holders
of Offered Securities shall be entitled to enforce the agreements for their
benefit contained in the second and third sentences of Section 5(b) hereof
against the Issuer and the Guarantor, as if such holders were parties thereto.


 


12.         Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.


 


13.         Applicable Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER.


 


14.         Submission to
Jurisdiction.  The Issuer and
Guarantor hereby submits to the non-exclusive jurisdiction of the Federal and
state courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or arising under the
U.S. federal or state securities laws and arising out of or, related to or
based upon the transactions contemplated by this Agreement. The Issuer and the
Guarantor have irrevocably appointed CT Corporation Systems, as its authorized
agent upon which process may be served in any suit or proceeding against any of
them arising out of or relating to this Agreement or arising under the U.S.
federal or state securities laws and arising out of, related to or based upon
the transactions contemplated by this Agreement, and the Issuer and the
Guarantor agrees that the service of process upon such agent, and written
notice of said service to the Issuer and the Guarantor, as applicable, by the
person serving the same to the address provided above, shall be deemed in every
respect effective service of process upon the Issuer and the Guarantor, as
applicable, in any such suit or proceeding. The Issuer and the Guarantor
further agrees to take any and all action as may be necessary to maintain such
designation and appointment of such agent in full force and effect for a period
of eight years from the date of this Agreement.


 


19





















 


The Issuer and the
Guarantor waive any objection that any of them may have to the venue of any
suit, action or proceeding with respect to this Agreement or the transactions
contemplated thereby in the Federal and state courts in the Borough of
Manhattan in The City of New York.


 


The parties hereto waive
jury trial in any suit, action or proceeding with respect to this Agreement or
the transactions contemplated thereby.


 


15.         Foreign Judgment Currency.  The obligation of the Issuer and the
Guarantor in respect of any sum due to any Purchaser or indemnified party
shall, notwithstanding any judgment in a currency other than United States
dollars, not be discharged until the first business day, following receipt by
such Purchaser or indemnified party of any sum adjudged to be so due in such
other currency, on which (and only to the extent that) such Purchaser may in
accordance with normal banking procedures purchase United States dollars with
such other currency; if the United States dollars so purchased are less than
the sum originally due to such Purchaser hereunder, the Issuer agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such Purchaser
or indemnified party against such loss. If the United States dollars so
purchased are greater than the sum originally due to such Purchaser or
indemnified party hereunder, such Purchaser or indemnified party agrees to pay
to the Issuer or the Guarantor, as applicable, an amount equal to the excess of
the dollars so purchased over the sum originally due to such Purchaser
hereunder.


 


(Signature
Page Follows.)


 


20





















 


If the foregoing is in accordance with the Purchasers’
understanding of our agreement, kindly sign and return to us one of the
counterparts hereof, whereupon it will become a binding agreement between the
Issuer and the Guarantor, on the one hand, and the several Purchasers, on the
other hand, in accordance with its terms.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  Inmarsat Finance II plc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Inmarsat Holdings
  Limited

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  



 


21





















 


The foregoing Agreement


is hereby confirmed and
accepted


as of the date first
above written.


 


 


	
  By CREDIT SUISSE FIRST
  BOSTON (EUROPE) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ PETER
  BACON

  	
   

  
	
   

  	
  Name: Peter Bacon

  
	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  By BARCLAYS BANK PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ RICHARD
  STUMBLES

  	
   

  
	
   

  	
  Name:  Richard Stumbles

  
	
   

  	
  Title: Authorised
  Signatory

  
				



 


22





















 


SCHEDULE A


 


	
  Purchasers

  	
   

  	
  Principal Amount at

  Maturity of

  Offered Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Credit
  Suisse First Boston (Europe) Limited

  	
   

  	
  $

  	
  350,000,000

  	
   

  
	
  Barclays
  Bank PLC

  	
   

  	
  $

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  450,000,000

  	
   

  



 


23





















 


SCHEDULE B


 


List of Material
Subsidiaries


 


Inmarsat Group Limited


Inmarsat Investments
Limited


Inmarsat Ventures Limited


Inmarsat Limited


Inmarsat Leasing Limited


Inmarsat Leasing (Two)
Limited


Inmarsat Launch Company
Limited


Inmarsat (IP) Company
Limited


 





















 


SCHEDULE C


 


FORM OF OPINION OF
COMPANY’S U.S. COUNSEL

TO BE DELIVERED PURSUANT TO

SECTION 6(c)


 


1.                                                                                       (a)  The Indenture constitutes a valid and legally
binding obligation of the Issuer and the Guarantor, enforceable against each of
them in accordance with its terms (subject as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors’ rights generally from time to time in effect and to
general principles of equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered
in a proceeding in equity or at law).


 


(b)  The Notes, when authenticated in accordance
with the provisions of the Indenture and delivered to and paid for by the
Initial Purchasers under the Purchase Agreement, will constitute valid and
legally binding obligations of the Issuer enforceable against the Issuer in
accordance with their terms and entitled to the benefits of the Indenture
(subject as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’
rights generally from time to time in effect and to general principles of
equity, including without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether considered in a proceeding
in equity or at law).


 


(c)  The Guarantee, when the Notes are
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Initial Purchasers under the Purchase Agreement, will
constitute valid and legally binding obligations of the Guarantor (subject as
to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors’ rights generally
from time to time in effect and to general principles of equity, including
without limitation, concepts of materiality, reasonableness, good faith and
fair dealing, regardless of whether considered in a proceeding in equity or at
law).


 


(d)  The Registration Rights Agreement constitutes
a valid and legally binding obligation of the Issuer and the Guarantor,
enforceable against each of them in accordance with its terms (subject as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors’ rights generally from time to
time in effect and to general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law,
and except as rights to indemnity and contribution may be limited by applicable
law).


 


(e)   The Subordinated Intercompany Note Proceeds
Loan constitutes a valid and legally binding obligation of the Issuer and the
Guarantor, enforceable against each of them in accordance with its terms
(subject as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’
rights generally from time to time in effect and to general principles of
equity, including without limitations, concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether considered in a proceeding
in equity or at law).


 


(f)  The Promissory Note constitutes a valid and
legally binding obligation of the Issuer and the Guarantor, enforceable against
each of them in accordance with its terms (subject as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors’ rights generally from time to time in effect and to
general principles of equity, including without limitations, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
considered in a proceeding in equity or at law).


 


(g)   The Note Proceeds Loan Pledge Agreement
constitutes a valid and legally binding obligation of the Issuer, enforceable
against it in accordance with its terms (subject as to enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors’ rights generally from time to time in effect and to
general principles of equity, including without limitation,


 





















 


concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered
in a proceeding in equity or at law).


 


(h)   The Deposit Agreement constitutes a valid
and legally binding obligation of the Issuer, enforceable against it in
accordance with its terms (subject as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors’ rights generally from time to time in effect and to general
principles of equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered
in a proceeding in equity or at law).


 


2.                                                                                       The
Note Proceeds Loan Pledge Agreement is effective to create in favor of the
Trustee a security interest (the “Article 9 Security Interest”) under Article 9
of the New York Uniform Commercial Code (the “NYUCC”) in the collateral
described in the Note Proceeds Loan Pledge Agreement (the “Article 9
Collateral”).  In so far as the laws of
the State of New York are concerned, the Issuer, as grantor, is “located,” by
virtue of Section 9-307 of the NYUCC, in the District of Columbia.  To the extent that the creation of security
interests in the Article 9 Collateral is governed by the NYUCC, perfection
of such security interests in such collateral consisting of general intangibles
is governed, under Section 9-301 of the NYUCC, by the laws of the District
of Columbia.  Upon the filing of the UCC
financing statements in the District of Columbia contemplated by the Note
Proceeds Loan Pledge Agreement, the Article 9 Security Interest in that
portion of the Article 9 Collateral in which a security interest may be
perfected by the filing of a financing statement under the Uniform Commercial
Code of the District of Columbia will be perfected.  The Article 9 Security Interest in that
portion of the Article 9 Collateral consisting of the instrument
identified on Schedule II to the Note Proceeds Loan Pledge Agreement (the “Pledged
Instrument”) will be perfected upon Trustee’s taking possession of the Pledged
Instrument.


 


3                                                                                          The
execution, delivery and performance of the Notes, the Purchase Agreement, the
Indenture, the Registration Rights Agreement, the Guarantee, the Subordinated
Intercompany Note Proceeds Loan Agreement, the Note Proceeds Loan Pledge
Agreement, the Deposit Agreement, the Assignment Agreement, the Priority Deed,
the Promissory Note and the Paying Agency Agreement (collectively, the “Operative Documents”) will not result in a breach or
violation of any of the federal laws, rules and regulations of the United
States of America or the laws, rules and regulations of the State of New York,
in each case, which are normally applicable to the transactions of the types
contemplated by the Operative Documents.


 


4.                                                                                       Registration
of the Notes and the Guarantee (collectively the “Offered Securities”) under
the Securities Act of 1933, as amended (the “Securities Act”), is not required
for: (i) the sale and transfer of the Offered Securities by the Issuer and the
Guarantor to the Initial Purchasers in the manner contemplated by the Purchase
Agreement or (ii) the initial resale of the Offered Securities by the Initial
Purchasers in the manner and under the circumstances contemplated by the
Purchase Agreement, provided, however, that we express no opinion as to any
subsequent reoffer or resale of the Offered Securities.


 


5.                                                                                       The
offer and sale of the Offered Securities in the manner contemplated by the
Purchase Agreement do not require qualification of the Indenture under the
Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).


 


6.                                                                                       No
consent, approval, authorization or order of, or filing with, any governmental
agency or body or any court of the United States of America or the State of New
York is required by the Issuer or the Guarantor for the execution, delivery and
performance of the Operative Documents, except: (a) such as may be required
under the Securities Act and the Trust Indenture Act in connection with the
exchange offer contemplated by the Registration Rights Agreement and the Final
Offering Circular dated November 9, 2004 (the “Final Offering Circular”),
and (b) such as may be required under the blue sky or securities laws of the
State of New York in connection with the purchase and sale of the Notes by the
Initial Purchasers in the manner contemplated by the Purchase Agreement and the
Final Offering Circular.


 





















 


7.                                                                                       None
of the Issuer or the Guarantor is, or after giving effect to the offer and sale
of the Offered Securities and the application of the proceeds thereof as
described in the Final Offering Circular will be, an “investment company” as
such term is defined in the Investment Company Act of 1940, as amended.


 


8.                                                                                       Under
the laws of the State of New York relating to the submission to jurisdiction
and pursuant to a letter accepting appointment as agent for service of process
from CT Corporation as required by Section 14 of the Purchase Agreement, Section 9(m)
of the Registration Rights Agreement, Sections [•] and [•]
of the Indenture, Sections [•] and [•] of the
Subordinated Intercompany Note Proceeds Loan Agreement, Sections [•] and [•]
of the Promissory Note, Sections [•] and [•] of the Note
Proceeds Loan Pledge Agreement, Sections [•] of the Deposit Agreement,
Sections [•]
of the Assignment Agreement, Sections [•] of the Priority Deed, the
Issuer and Guarantor have validly and irrevocably submitted to the personal
jurisdiction of any U.S. federal or state court located in the State of New
York, County of New York in any suit or proceeding arising out of or relating
to the Purchase Agreement, the Registration Rights Agreement, the Indenture,
the Subordinated Intercompany Note Proceeds Loan Agreement, the Promissory
Note, the Note Proceeds Loan Pledge Agreement, the Deposit Agreement, the
Assignment Agreement and the Priority Deed, the transactions contemplated
therein or under or pursuant to the U.S. federal securities laws (including the
Securities Act and the Securities Exchange Act of 1934, as amended), as the
case may be, and have, validly and irrevocably appointed CT Corporation System
as their authorized agent in any such action or proceeding against them.


 


9.                                                                                       The
information contained in the Final Offering Circular under the caption “ERISA
and Other Considerations” and “Description of the Notes,” to the extent that it
constitutes a summary of legal matters, or legal conclusions under U.S. federal
or New York state law, is correct in all material respects and fairly
summarizes the matters set forth therein.


 


10.                                                                                 The
execution, delivery and performance of the Purchase Agreement, the issuance of
the Notes and Guarantee by the Issuer and the Guarantor to the Purchasers on
the date hereof, the making of the intercompany note proceeds funding loan and
the use of the proceeds of the Notes in the manner described in the Offering
Document do not result in a breach of or any default under the Senior Notes
Indenture.


 


11.                                                                                 The
information contained in the Offering Circular under the caption “Tax
Considerations—U.S. Federal Income Taxation” in the Offering Circular, to the
extent that it constitutes a summary of legal matters, or legal conclusions
under U.S. federal law, is correct in all material respects.


 


12.                                                                                 No
information has come to such counsel’s attention that caused them to believe
that the Offering Circular, as of its date and as of the Closing Date,
contained an untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; it being
understood that such counsel need express no belief as to the financial
statements or other financial data contained in the Offering Circular.


 





















 


SCHEDULE D


 


FORM OF OPINION OF
COMPANY’S ENGLISH COUNSEL

TO BE DELIVERED PURSUANT TO

SECTION 6(d)


 


1.                                       Each
of the Issuer and the Guarantor has been duly incorporated under the laws of
England and Wales with the corporate power and authority to own its properties
and conduct its business as described in the Offering Circular.


 


2.                                       Each
of the Issuer and the Guarantor has the corporate power and authority to
execute and perform its obligations under the Notes, the Purchase Agreement,
the Indenture, the Registration Rights Agreement, the Guarantee, the
Subordinated Intercompany Note Proceeds Loan Agreement, the Note Proceeds Loan Pledge
Agreement, the Deposit Agreement, the Assignment Agreement, the Priority Deed,
the Promissory Note and the Paying Agency Agreement (collectively, the “Operative Documents”).


 


3.                                       All
of the issued and outstanding share capital of each of the Issuer and the
Guarantor, has been duly authorized and validly issued and is fully paid.


 


4.                                       The
share capital of each of the Issuer and the Guarantor is owned by the Company,
directly or through subsidiaries free from liens, encumbrances and defects,
excluding any encumbrances permitted under the Indenture and the Notes.


 


5.                                       The
obligations assumed by each of the Issuer and the Guarantor under the
Assignment Agreement and the Priority Deed constitute its legally valid,
binding and enforceable obligations under English law.


 


6.                                       The
execution and delivery of the Assignment Agreement creates a valid security
interested over the collateral specified in the Assignment Agreement as
security for the obligations specified in the Assignment Agreement.  Such security interest has been duly
perfected.


 


7.                                       Each
of the Issuer and the Guarantor has duly authorised, executed and delivered the
Operative Documents to which the relevant company is a party; and assuming that
the Operative Documents (apart from the Assignment Agreement and the Priority
Deed) are the legally valid and binding obligations of the Issuer and the
Guarantor under New York law, such Operative Documents constitute the legally
valid and binding obligations of the Issuer and the Guarantor, enforceable
against each of them in accordance with their terms.


 


8.                                       The
execution, delivery and performance of the Operative Documents, the issuance
and sale of the Offered Securities and the compliance with the terms and
provisions thereof and the use of the proceeds from the Notes in the manner
described in the Offering Document will not result in a breach or violation of
(A) any laws of England and Wales which are normally applicable to transactions
of the type contemplated by the Operative Documents, or (B) any of the agreements
listed on Annex A to this Opinion (each, a “Material
Agreement” and, together, the “Material
Agreements”), or (C) the memorandum of association or articles of
association of the Issuer or the Guarantor.


 


9.                                       Each
of the Issuer and the Guarantor have complied with the provisions of Sections
155 to 158 (inclusive) of the Companies Act 1985 in connection with the
execution and delivery of the Operative Documents.


 


10.                                 Provided
that the assumptions set out in paragraphs[ 3.15] and [3.22] are correct, no
United Kingdom ad valorem stamp duty or stamp duty reserve tax is payable on:


 


(i)  the execution or, where the relevant
Transaction Document is a deed, the delivery of any of the Transaction
Documents; or


 


(ii)  the issue of any Note or the transfer of, or
any agreement to transfer, full legal and beneficial ownership of any Note; or


 





















 


(iii) the issue by the
Bank of New York (as depositary) of depositary interests to The Depositary
Trust Company or its nominee.


 


In relation to the
assumptions set out in paragraphs [3.15] and [3.22], we note that the relevant
legislation does not contain a definition of “the nominal amount of the capital”.  In the case of the Notes, which are issued at
a discount and which will be redeemed at a principal amount which (for an initial
period) increases over time, it is not immediately apparent what “the nominal
amount of the capital” of the Notes would be for the purposes of this
legislation.  That said, it is clear that
the question of whether the interest payable on the Notes is in excess of a
reasonable commercial return on “the nominal amount of the capital” of the
Notes depends critically on the value chosen for “the nominal amount of the
capital” (and whether that value can change over time).


 


In this respect, we
consider that the “nominal amount of the capital” of the Notes at all relevant
times should be the principal amount payable on the Notes on maturity (i.e. the
accreted value of the Notes as at 15 November 2008).  We have formed this view on the basis that
the distinction drawn in UK tax law between interest and discount should be
respected for the purposes of construing the relevant legislation, such that
the Notes should be regarded as bearing interest from 15 November 2008
(and not any earlier time).  As the
amount by reference to which this interest is computed is the principal amount
that would be payable on the Notes on maturity, this principal amount should,
in our view, be “the nominal amount of the capital” of the Notes.


 


11.                                 No
registration or filing is required in England, and no authorisations, consents
or approvals are required from any governmental or regulatory agency in
England, in connection with:


 


(a)                                  the
creation of the Notes and the Guarantee, the execution and delivery of the
Operative Documents, or the performance by the Issuer and the Guarantor of the
obligations expressed to be undertaken by them therein (including the issue and
sale of the Notes) except for (i) registration of the security created by the
Note Proceeds Loan Pledge Agreement and the Assignment Agreement, and (ii)
registration of certain statutory declarations made pursuant to Section 155(6)
of the Companies Act 1985, in each case at Companies House, Cardiff, Wales; or


 


(b)                                 the
offering and sale by the Purchasers of the Offered Securities or the
distribution by them of the Offering Document: (i) prior to the date six months
after the date of issue of the Offered Securities, provided that the
representations, warranties and covenants of the Purchaser relating to the
United Kingdom set out in Section 4(g) of the Agreement are true and
complied with at all material times, and (ii) thereafter, in circumstances
which do not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities regulations 1995, the Financial
Services and Markets Act 2000 (“FSMA”)
or otherwise in compliance with all applicable provisions of those Regulations.


 


12.                                 The
execution, delivery and performance of the Operative Documents and the issuance
and sale of the Offered Securities to the Purchaser, and compliance with the
terms thereof will not result in a breach of the provisions of section 21(1)
of FSMA provided that the contents of any communication made or caused to be
made in the United Kingdom or, in the case of a communication originating
outside the United Kingdom, capable of having effect in the United Kingdom,
(within the meaning of the FSMA) were first approved by an authorised person
for the purposes of the FSMA or the communication fell within one of the exceptions
contained in the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2001.


 


13.                                 The
English courts would recognize and give effect to the choice of English law as
the governing law the Assignment Agreement and the Priority Deed and would
accept jurisdiction in connection with claims under the Assignment Agreement
and the Priority Deed and would recognize and give effect to New York law as
the governing law of all other Operative Documents.


 





















 


14.                                 The
submission by each of the Issuer and the Guarantor to the jurisdiction of the
U.S. Federal and State Courts in the Borough of Manhattan in the City of New
York, County and State of New York in respect of any claims, actions or
proceedings, against or instituted by the Purchasers based on or arising under
the Operative Documents, the transactions contemplated hereby or under or
pursuant to the U.S. federal securities laws (including the Securities Act and
the Exchange Act) is valid and binding under the laws of England and Wales.


 


15.                                 The
designation by each of the Issuer and the Guarantor of CT Corporation System as
agent to receive service of process in the United States of America is valid
and binding on the Issuer and the Guarantor under the laws of England and
Wales.


 


16.                                 The
courts of England would enforce by separate action for the sum payable a final
and conclusive judgment given by the federal and state courts of New York for a
definite sum of money (not being a sum payable in respect of taxes or other
charges of a like nature or in respect of a fine or other penalty).


 


17.                                 The
statements included in the Offering Circular under the captions “Risk Factors3⁄4Each
of the issuer and the guarantor are subject to English insolvency law, which
poses particular risks for holders of the notes,” “Material Contracts,”  “Principal Shareholders3⁄4Shareholders’
Agreement,” “Description of Certain Financing Arrangements,” “Description of
Notes—Security,” “Certain Relationships and Related Party Transactions” and “Enforcement
of Judgments” insofar as such statements constitute a summary of English law,
summaries of legal matters or legal conclusions, are accurate in all material
aspects and fairly summarize the matters set forth therein.


 


18.                                 The
statements included in the Offering Circular under the caption “Tax
Considerations3⁄4United Kingdom Taxation” and “Risk Factors3⁄4In
certain circumstances we may have to withhold tax from payments,” insofar as
such statements constitute a summary of English law, summaries of legal matters
or legal conclusions are correct in all material respects.


 





















 


ANNEX
A


 


MATERIAL
AGREEMENTS


 


1.               Senior Facility
Agreement;


 


2.               Commercial
Framework Agreement;


 


3.               New Land Earth
Station Operator Agreement;


 


4.               Agreement for the
Lease of Capacity on the Thuraya Satellite;


 


5.               Inmarsat-4 Satellites
Construction Contract with Astrium;


 


6.               Launch Services
Contract with Lockheed Martin;


 


7.               Launch Services
Contract with Sea Launch;


 


8.               Radio Access
Network Contract with Thrane & Thrane;


 


9.               Core Network
Infrastructure Contract with Ericsson;


 


10.         BGAN Business Support
System Contract with Danet; and


 


11.         Intercreditor Agreement


 





















 


SCHEDULE E


 


FORM OF OPINION OF
COMPANY’S GENERAL COUNSEL

TO BE DELIVERED PURSUANT TO

SECTION 6(e)


 


1.                                       The
statements included in the Offering Circular under the caption “Regulation,”
insofar as such statements constitute a summary of legal matters, are correct
in all material respects and fairly summarize the matters set forth therein.


 


2.                                       Other
than described in the Offering Circular, to my knowledge, there are no legal or
governmental proceedings pending or threatened to which the Company or any of
its subsidiaries is or could be a party, or to which any of their respective
property is or could be subject, which might result, singly or in the
aggregate, in a Material Adverse Effect.