Exhibit 4.1


 


 


INMARSAT FINANCE II PLC


 


AND THE GUARANTOR PARTY HERETO


 


 


10 3/8 % SENIOR DISCOUNT NOTES
DUE 2012


 










 


INDENTURE


 


Dated as of November 24, 2004


 










 


The Bank of New York


 


Trustee


 










 





















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.11

  
	
   

  	
  (a)(2)

  	
   

  	
  7.11

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.12

  
	
   

  	
  (b)

  	
   

  	
  7.12

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  13.03

  
	
   

  	
  (c)

  	
   

  	
  13.03

  
	
  313

  	
  (a)

  	
   

  	
  7.07

  
	
   

  	
  (b)(1)

  	
   

  	
  10.02

  
	
   

  	
  (b)(2)

  	
   

  	
  7.07; 7.08

  
	
   

  	
  (c)

  	
   

  	
  7.07; 13.02

  
	
   

  	
  (d)

  	
   

  	
  7.07

  
	
  314

  	
  (a)

  	
   

  	
  13.05

  
	
   

  	
  (b)

  	
   

  	
  10.02

  
	
   

  	
  (c)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  10.02, 10.03, 10.04

  
	
   

  	
  (e)

  	
   

  	
  13.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  N.A.

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  317

  	
  (a)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
  318

  	
  (a)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  13.01

  



 










N.A. means not
applicable.


 


*  This Cross Reference Table refers to the
period from and after the consummation of an exchange offer pursuant to the
Registration Rights Agreement only, and is not part of this Indenture.


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE 1.

  	
   

  
	
  DEFINITIONS AND INCORPORATION

  BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions.

  	
   

  
	
  Section 1.02

  	
  Other
  Definitions.

  	
   

  
	
  Section 1.03

  	
  Incorporation by Reference of Trust
  Indenture Act.

  	
   

  
	
  Section 1.04

  	
  Rules of Construction.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  
	
  Section 2.01

  	
  Form and Dating.

  	
   

  
	
  Section 2.02

  	
  Execution and Authentication.

  	
   

  
	
  Section 2.03

  	
  Registrar and Paying Agent.

  	
   

  
	
  Section 2.04

  	
  Paying Agent to Hold Money in Trust.

  	
   

  
	
  Section 2.05

  	
  Holder Lists.

  	
   

  
	
  Section 2.06

  	
  Transfer and Exchange.

  	
   

  
	
  Section 2.07

  	
  Replacement Notes.

  	
   

  
	
  Section 2.08

  	
  Outstanding Notes.

  	
   

  
	
  Section 2.09

  	
  Treasury Notes.

  	
   

  
	
  Section 2.10

  	
  Temporary Notes.

  	
   

  
	
  Section 2.11

  	
  Cancellation.

  	
   

  
	
  Section 2.12

  	
  Defaulted Interest.

  	
   

  
	
  Section 2.13

  	
  Further Issues.

  	
   

  
	
  Section 2.14

  	
  CUSIP Number and ISIN Number.

  	
   

  
	
  Section 2.15

  	
  Deposit of Moneys.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
   

  
	
  REDEMPTION AND PREPAYMENT

  	
   

  
	
   

  	
   

  
	
  Section 3.01

  	
  Notices to Trustee.

  	
   

  
	
  Section 3.02

  	
  Selection of Notes to Be Redeemed or
  Purchased.

  	
   

  
	
  Section 3.03

  	
  Notice of Redemption.

  	
   

  
	
  Section 3.04

  	
  Effect of Notice of Redemption.

  	
   

  
	
  Section 3.05

  	
  Deposit of Redemption or Purchase Price.

  	
   

  
	
  Section 3.06

  	
  Notes Redeemed or Purchased in Part.

  	
   

  
	
  Section 3.07

  	
  Optional Redemption.

  	
   

  
	
  Section 3.08

  	
  Mandatory Redemption.

  	
   

  
	
  Section 3.09

  	
  Offer to Purchase by Application of Excess
  Proceeds.

  	
   

  
	
  Section 3.10

  	
  Redemption
  for Changes in Withholding Taxes

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4.

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  Section 4.01

  	
  Payment
  of Notes.

  	
   

  
	
  Section 4.02

  	
  Maintenance
  of Paying Agents, a Registrar and Transfer Agents.

  	
   

  
	
  Section 4.03

  	
  Reports.

  	
   

  
	
  Section 4.04

  	
  Compliance
  Certificate.

  	
   

  
	
  Section 4.05

  	
  Taxes.

  	
   

  
	
  Section 4.06

  	
  Stay,
  Extension and Usury Laws.

  	
   

  
	
  Section 4.07

  	
  Restricted
  Payments.

  	
   

  
	
  Section 4.08

  	
  Dividend
  and Other Payment Restrictions Affecting Subsidiaries.

  	
   

  
	
  Section 4.09

  	
  Incurrence
  of Indebtedness and Issuance of Preference Shares.

  	
   

  



 


i





















 


	
  Section 4.10

  	
  Asset
  Sales and Events of Loss.

  	
   

  
	
  Section 4.11

  	
  Transactions
  with Affiliates.

  	
   

  
	
  Section 4.12

  	
  Liens.

  	
   

  
	
  Section 4.13

  	
  Business
  Activities.

  	
   

  
	
  Section 4.14

  	
  Corporate
  Existence.

  	
   

  
	
  Section 4.15

  	
  Offer
  to Repurchase Upon Change of Control.

  	
   

  
	
  Section 4.16

  	
  No
  Layering of Debt.

  	
   

  
	
  Section 4.17

  	
  Limitation
  on Sale and Leaseback Transactions.

  	
   

  
	
  Section 4.18

  	
  Payments
  for Consent.

  	
   

  
	
  Section 4.19

  	
  Additional
  Guarantees.

  	
   

  
	
  Section 4.20

  	
  Designation
  of Restricted and Unrestricted Subsidiaries.

  	
   

  
	
  Section 4.21

  	
  Maintenance
  of Insurance.

  	
   

  
	
  Section 4.22

  	
  Additional
  Amounts.

  	
   

  
	
  Section 4.23

  	
  Listing

  	
   

  
	
  Section 4.24

  	
  Special
  Purpose Vehicle Covenants.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
   

  
	
  SUCCESSORS

  	
   

  
	
   

  	
   

  
	
  Section 5.01

  	
  Merger,
  Consolidation, or Sale of Assets.

  	
   

  
	
  Section 5.02

  	
  Successor
  Corporation Substituted.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
   

  
	
  DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
   

  
	
  Section 6.01

  	
  Events
  of Default.

  	
   

  
	
  Section 6.02

  	
  Acceleration.

  	
   

  
	
  Section 6.03

  	
  Other
  Remedies.

  	
   

  
	
  Section 6.04

  	
  Waiver
  of Past Defaults.

  	
   

  
	
  Section 6.05

  	
  Control
  by Majority.

  	
   

  
	
  Section 6.06

  	
  Limitation
  on Suits.

  	
   

  
	
  Section 6.07

  	
  Rights
  of Holders of Notes to Receive Payment.

  	
   

  
	
  Section 6.08

  	
  Collection
  Suit by Trustee.

  	
   

  
	
  Section 6.09

  	
  Trustee
  May File Proofs of Claim.

  	
   

  
	
  Section 6.10

  	
  Priorities.

  	
   

  
	
  Section 6.11

  	
  Undertaking
  for Costs.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 7.01

  	
  Appointment
  of Trustee

  	
   

  
	
  Section 7.02

  	
  Duties
  of Trustee.

  	
   

  
	
  Section 7.03

  	
  Rights
  of Trustee.

  	
   

  
	
  Section 7.04

  	
  Individual
  Rights of Trustee.

  	
   

  
	
  Section 7.05

  	
  Trustee’s
  Disclaimer.

  	
   

  
	
  Section 7.06

  	
  Notice
  of Defaults.

  	
   

  
	
  Section 7.07

  	
  Reports
  by Trustee to Holders of the Notes.

  	
   

  
	
  Section 7.08

  	
  Compensation
  and Indemnity.

  	
   

  
	
  Section 7.09

  	
  Replacement
  of Trustee.

  	
   

  
	
  Section 7.10

  	
  Successor
  Trustee by Merger, etc.

  	
   

  
	
  Section 7.11

  	
  Eligibility;
  Disqualification.

  	
   

  
	
  Section 7.12

  	
  Preferential
  Collection of Claims Against Issuer.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
   

  
	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  Section 8.01

  	
  Option
  to Effect Legal Defeasance or Covenant Defeasance.

  	
   

  
	
  Section 8.02

  	
  Legal
  Defeasance and Discharge.

  	
   

  
	
  Section 8.03

  	
  Covenant
  Defeasance.

  	
   

  



 


ii





















 


	
  Section 8.04

  	
  Conditions
  to Legal or Covenant Defeasance.

  	
   

  
	
  Section 8.05

  	
  Deposited
  Money and Government Securities to be Held in Trust; Other Miscellaneous
  Provisions.

  	
   

  
	
  Section 8.06

  	
  Repayment
  to Issuer.

  	
   

  
	
  Section 8.07

  	
  Reinstatement.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
   

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  
	
   

  	
   

  
	
  Section 9.01

  	
  Without
  Consent of Holders of Notes.

  	
   

  
	
  Section 9.02

  	
  With
  Consent of Holders of Notes.

  	
   

  
	
  Section 9.03

  	
  Compliance
  with Trust Indenture Act.

  	
   

  
	
  Section 9.04

  	
  Revocation
  and Effect of Consents.

  	
   

  
	
  Section 9.05

  	
  Notation
  on or Exchange of Notes.

  	
   

  
	
  Section 9.06

  	
  Trustee
  to Sign Amendments, etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
   

  
	
  COLLATERAL AND SECURITY

  	
   

  
	
   

  	
   

  
	
  Section 10.01

  	
  Security Documents.

  	
   

  
	
  Section 10.02

  	
  Release of Collateral.

  	
   

  
	
  Section 10.03

  	
  Certificates of the Issuer.

  	
   

  
	
  Section 10.04

  	
  Certificates of the Trustee.

  	
   

  
	
  Section 10.05

  	
  Authorization of Actions to Be Taken by the Trustee Under the Note
  Security Documents.

  	
   

  
	
  Section 10.06

  	
  Authorization of Receipt of Funds by the Trustee Under the Note
  Security Documents.

  	
   

  
	
  Section 10.07

  	
  Termination of Security.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
   

  
	
  GUARANTEES

  	
   

  
	
   

  	
   

  
	
  Section 11.01

  	
  Guarantee.

  	
   

  
	
  Section 11.02

  	
  Limitation on Guarantor Liability.

  	
   

  
	
  Section 11.03

  	
  Execution and Delivery of Guarantee.

  	
   

  
	
  Section 11.04

  	
  Guarantors May Consolidate, etc., on Certain Terms.

  	
   

  
	
  Section 11.05

  	
  Releases.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12.

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  Section 12.01

  	
  Satisfaction and Discharge.

  	
   

  
	
  Section 12.02

  	
  Application of Trust Money.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13.

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  Section 13.01

  	
  Trust Indenture Act Controls.

  	
   

  
	
  Section 13.02

  	
  Notices.

  	
   

  
	
  Section 13.03

  	
  Communication by Holders of Notes with Other Holders of Notes.

  	
   

  
	
  Section 13.04

  	
  Certificate and Opinion as to Conditions Precedent.

  	
   

  
	
  Section 13.05

  	
  Statements Required in Certificate or Opinion.

  	
   

  
	
  Section 13.06

  	
  Rules by Trustee and Agents.

  	
   

  
	
  Section 13.07

  	
  No Personal Liability of Directors, Officers, Employees and
  Stockholders.

  	
   

  
	
  Section 13.08

  	
  Governing Law.

  	
   

  
	
  Section 13.09

  	
  Submission to Jurisdiction.

  	
   

  
	
  Section 13.10

  	
  Service of Process

  	
   

  
	
  Section 13.11

  	
  Waiver of Jury Trial.

  	
   

  
	
  Section 13.12

  	
  Foreign Judgment Currency.

  	
   

  
	
  Section 13.13

  	
  No Adverse Interpretation of Other Agreements.

  	
   

  



 


iii





















 


	
  Section 13.14

  	
  VAT

  	
   

  
	
  Section 13.15

  	
  Successors.

  	
   

  
	
  Section 13.16

  	
  Severability.

  	
   

  
	
  Section 13.17

  	
  Counterpart Originals.

  	
   

  
	
  Section 13.18

  	
  Table of Contents, Headings, etc.

  	
   

  



 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  FORM OF GLOBAL NOTE

  	
   

  
	
  Exhibit B

  	
  FORM OF DEFINITIVE REGISTERED NOTE

  	
   

  
	
  Exhibit C

  	
  FORM OF CERTIFICATE OF TRANSFER

  	
   

  
	
  Exhibit D

  	
  FORM OF CERTIFICATE OF EXCHANGE

  	
   

  
	
  Exhibit E

  	
  FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
  ACCREDITED INVESTOR

  	
   

  
	
  Exhibit F

  	
  FORM OF NOTATION OF GUARANTEE

  	
   

  
	
  Exhibit G

  	
  FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY
  SUBSEQUENT GUARANTORS

  	
   

  



 


iv





















 


INDENTURE dated as
of November 24, 2004 among Inmarsat Finance II plc, a public limited
company incorporated under the laws of England and Wales with registered number
5280523 (the “Issuer”), the Parent Guarantor
(as defined below) and The Bank of New York, as trustee (the “Trustee”).


 


The Issuer, the
Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders (as defined) of the 10 3/8%
Senior Notes due 2012 (the “Notes”):


 


ARTICLE 1.


DEFINITIONS
AND INCORPORATION

BY REFERENCE


 


Section 1.01                                Definitions.


 


“144A Global Note” means a Global Note substantially in the
form of Exhibit A hereto bearing the Private Placement Legend and the
Dutch Legend, and deposited with the Book-Entry Depositary that will be issued
in bearer form and in a denomination equal to the outstanding principal amount
of the Notes sold in reliance on Rule 144A.


 


“Accreted Value” means, as of any date (the
“Specified Date”), the amount
provided below for each $1,000 principal amount at maturity of Notes:


 


(1)                                  if the Specified Date occurs on one
of the following dates (each, a “Semi-Annual
Accrual Date”), the Accreted Value will equal the amount set forth
below for such Semi-Annual Accrual Date:


 


	
  Semi-Annual Accrual Date

  	
   

  	
  Accreted Value

  	
   

  
	
  May 15, 2005

  	
   

  	
  $

  	
  701.86

  	
   

  
	
  November 15, 2005

  	
   

  	
  $

  	
  738.27

  	
   

  
	
  May 15, 2006

  	
   

  	
  $

  	
  776.57

  	
   

  
	
  November 15, 2006

  	
   

  	
  $

  	
  816.85

  	
   

  
	
  May 15, 2006

  	
   

  	
  $

  	
  859.23

  	
   

  
	
  November 15, 2007

  	
   

  	
  $

  	
  903.80

  	
   

  
	
  May 15, 2008

  	
   

  	
  $

  	
  950.68

  	
   

  



 


(2)                                  if the Specified Date occurs before
the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of
(A) the initial offering price of each Note (which, for purposes of this
definition is deemed to be $668.90 per $1,000 principal amount at maturity of
the Notes) and (B) an amount equal to the product of (x) the Accreted Value for
the first Semi-Annual Accrual Date less such initial offering price multiplied
by (y) a fraction, the numerator of which is the number of days elapsed from
the Issue Date to the Specified Date, using a 360-day year comprised of twelve
30-day months, and the denominator of which is the number of days from the
Issue Date to the first Semi-Annual Date, using a 360-day year comprised of
twelve 30-day months;


 


(3)                                  if the Specified Date occurs between
two Semi-Accrual Dates, the Accreted Value will equal the sum of (A) the
Accreted Value for the Semi-Annual Accrual Date immediately preceding such
Specified Date and (B) an amount equal to the product of (x) the Accreted Value
for the immediately following Semi-Annual Accrual Date less the Accreted Value
for the Semi-Annual Accrual Date immediately preceding such Specified Date
multiplied by (y) a fraction, the numerator of which is the number of days
elapsed from the immediately preceding Semi-Annual Accrual Date to the
Specified Date, using a 360-day year comprised of twelve 30-day months, and the
denominator of which is 180; or


 


1





















 


(4)                                  if the Specified Date occurs on or
after the Full Accretion Date, the Accreted Value will equal $1,000.


 


“Acquired Debt” means, with respect to any
specified Person:


 


(1)                                  Indebtedness of any other Person
existing at the time such other Person is merged, consolidated, amalgamated or
otherwise combined with or into or became a Restricted Subsidiary of such
specified Person, whether or not such Indebtedness is incurred in connection
with, or in contemplation of, such other Person merging, consolidating,
amalgamating or otherwise combining with or into, or becoming a Restricted
Subsidiary of, such specified Person; and


 


(2)                                  Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.


 


“Additional Interest” has the meaning
assigned to it in the Registration Rights Agreement.


 


“Additional Notes” has the meaning set out in Section 2.13.


 


“Adjusted Consolidated Net Income” means,
with respect to any Person for any period, the Consolidated Net Income of such
Person for such period plus
accretion of the redemption price of and/or the accrual of non-cash interest on
any Subordinated Shareholder Funding of such Person for such period.


 


“Affiliate” of any specified Person means
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of
this definition, “control,” as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 10%
or more of the Voting Stock of a Person will be deemed to be control. For
purposes of this definition: (i) the terms “controlling,” “controlled by”
and “under common control with” have correlative meanings and (ii) ”Affiliate”
shall include funds advised by the specified Person.


 


“Agent” means any Registrar, co-registrar, Paying Agent or
additional paying agent.


 


“Apax Funds” means Apax V—A Holdco Limited,
Apax V—A Holdco 2 Limited, Apax Europe V—A L.P., Apax Europe V—B, L.P.,
Apax Europe V—C, GmbH & Co. KG, Apax Europe V—D, L.P., Apax
Europe V—E, L.P., Apax Europe V—F, C.V., Apax Europe V—G, C.V.,
Apax Europe V—1, L.P. and Apax Europe V—2, L.P.


 


“Applicable Premium” means, with respect to
any Note on any redemption date, the greater of: (i) 1.0% of the Accreted Value
of the Note; or (ii) if greater, the excess of (a) the present value at such
redemption date of (I) the redemption price of the Note at November 15,
2008 (such redemption price being set forth in the table appearing under Section 3.07(c)),
computed using a discount rate equal to the Treasury Rate as of such redemption
date plus 50 basis points; over (b) the Accreted Value of the Note on such
redemption date.


 


“Applicable Procedures” means, with respect to any transfer
or exchange of or for Book-Entry Interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.


 


“Asset Sale” means (i) the sale, lease,
conveyance or other disposition of any assets or rights; provided that the sale, conveyance or
other disposition of all or substantially all of the assets of Inmarsat
Holdings Limited and its Restricted Subsidiaries taken as a whole will be
governed by Section 4.15


 


2





















 


and/or
Section 5.01 and not by Section 4.10; and (ii) the issuance of Equity
Interests in any Restricted Subsidiary of Inmarsat Holdings Limited or the sale
of Equity Interests in any of its Subsidiaries.


 


Notwithstanding
the preceding, none of the following items will be deemed to be an Asset Sale:
(i) any single transaction or series of related transactions that involves
assets having a Fair Market Value of less than $2.0 million; (ii) a
transfer of assets between or among Inmarsat Holdings Limited and its
Restricted Subsidiaries, (iii) an issuance of Equity Interests by a Restricted
Subsidiary of Inmarsat Holdings Limited to Inmarsat Holdings Limited or to a
Restricted Subsidiary of Inmarsat Holdings Limited; (iv) the sale or lease of
products (including, for the avoidance of doubt, user terminals), services or
accounts receivable in the ordinary course of business and any sale or other
disposition of damaged, worn-out or obsolete assets in the ordinary course of
business; (v) the sale or other disposition of cash or Cash Equivalents; (vi) a
Restricted Payment that does not violate Section 4.07 or a Permitted
Investment; (vii) the waiver, compromise, settlement, release or surrender of
any right or claim in the ordinary course of business; (viii) the sale or other
disposition of assets received by Inmarsat Holdings Limited or any of its
Restricted Subsidiaries in compromise or settlement of claims of Inmarsat
Holdings Limited or any of its Restricted Subsidiaries; provided however that the net cash
proceeds of such sale or disposition are applied in accordance with Section 4.10;
and (ix) the leasing of satellite capacity in the ordinary course of business.


 


“Assignment Agreement” means the assignment agreement, dated the Issue Date,
between Inmarsat Holdings Limited, as assignor, and the Trustee, for the
benefit of the Holders, as assignee, by which a first priority Lien on the
existing Subordinated Intercompany Funding Loan is created to secure the Parent
Guarantor’s Guarantee of the Notes.


 


“Attributable Debt” in respect of a sale
and leaseback transaction means, at the time of determination, the present
value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction results in a
Capital Lease Obligation, the amount of Indebtedness represented thereby will
be determined in accordance with the definition of “Capital Lease Obligation.”


 


“Bankruptcy Law” means Title 11, U.S. Code or any similar law
for the relief of debtors.


 


“Beneficial Owner” has the meaning assigned
to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person”
has the right to acquire by conversion or exercise of other securities, whether
such right is currently exercisable or is exercisable only after the passage of
time. The terms “Beneficially Owns” and “Beneficially Owned” have a
corresponding meaning.


 


“Board of Directors” means (i) with respect
to a corporation, the board of directors of the corporation or any committee
thereof duly authorized to act on behalf of such board; (ii) with respect to a
partnership, the Board of Directors of the general partner of the partnership;
(iii) with respect to a limited liability company, the managing member or
members or any controlling committee of managing members thereof; and (iv) with
respect to any other Person, the board or committee of such Person serving a
similar function.  Unless otherwise
stated herein, all references to the “Board of Directors” shall be to the Board
of Directors of Inmarsat Holdings Limited.


 


“Book-Entry Depositary” means the book-entry depositary
designated by the Issuer to act as such pursuant to the Deposit Agreement,
together with its successors and assigns.


 


3





















 


“Book-Entry Interest” means an indirect beneficial interest
in a Global Note held through a corresponding CDI and shown on, and transferred
only through, records maintained in book-entry form by the Depositary.


 


“Bridge Facility Agreement” means the bridge facility
agreement dated October 10, 2003, by and among Duchessgrove Limited,
Grapeclose Limited, as borrower, the guarantors named on the signature pages
thereto, Credit Suisse First Boston, Barclays Capital and The Royal Bank of
Scotland plc, as mandated lead arrangers and bookrunners, Credit Suisse First
Boston, as agent, and Barclays Bank plc, as security trustee.


 


“Broker-Dealer” has the meaning set forth in the Registration
Rights Agreement.


 


“Business Day” means any day other than a Legal Holiday.


 


“Capital Lease Obligation” means, at the
time any determination is to be made, the amount of the liability in respect of
a capital or finance lease that would at that time be required to be
capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be prepaid
by the lessee without payment of a penalty.


 


“Capital Stock” means (i) in the case of a corporation,
corporate stock; (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership interests (whether general or limited) or
membership interests; and (iv) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person, but excluding from all of the
foregoing any debt securities convertible into Capital Stock, whether or not
such debt securities include any right of participation with Capital Stock.


 


“Cash Equivalents” means:


 


(1)                                  United States dollars, Pounds
Sterling and/or Euro;


 


(2)                                  securities (i) issued or
directly and fully guaranteed or insured by the U.S. government or any agency
or instrumentality of the U.S. government (provided that the full faith and
credit of the United States is pledged in support of those securities), or
(ii) which are denominated in Euros or pounds sterling and are issued by, or
directly and fully guaranteed or insured by a member of the European Union on
the Issue Date, or any agency or instrumentality thereof, in each case having
maturities of not more than six months from the date of acquisition;


 


(3)                                  certificates of deposit, time
deposits and other bank deposits in U.S. dollars, pounds sterling or euro with
maturities of six months or less from the date of acquisition, bankers’
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any Senior Lender or with any domestic commercial
bank having capital and surplus in excess of $500.0 million and a rating
of A-1/P-1 or better from Moody’s and S&P;


 


(4)                                  repurchase obligations with a term
of not more than seven days for underlying securities of the types described in
clauses (2) and (3) above entered into with any financial institution
meeting the qualifications specified in clause (3) above;


 


(5)                                  commercial paper having one of the
two highest ratings obtainable from Moody’s Investors Service, Inc. or
Standard & Poor’s Rating Services and in each case maturing within six
months after the date of acquisition; and


 


4





















 


(6)                                  money market funds at least 95% of
the assets of which constitute Cash Equivalents of the kinds described in
clauses (1) through (5) of this definition.


 


“CDI” means a certificateless depositary
interest in the Global Notes issued pursuant to the Deposit Agreement.


 


“Change of Control” means the occurrence of
any of the following:


 


(1)                                  the direct or indirect sale,
transfer, conveyance or other disposition (other than by way of merger,
consolidation, amalgamation or other business combination), in one or a series
of related transactions, of all or substantially all of the properties or
assets of Inmarsat Holdings Limited and its Subsidiaries, taken as a whole, to
any “person” (as that term is used in Section 13(d) of the Exchange Act)
other than a Principal or a Related Party of a Principal;


 


(2)                                  prior to the initial public offering
of Inmarsat Holdings Limited or any Holdco thereof, the first date on which
(a) the Permitted Holders and their Related Parties cease to Beneficially
Own, directly or indirectly through one or more Subsidiaries, more than 50% of
the Voting Stock of Inmarsat Holdings Limited and such Holdco (measured by
voting power rather than by number of shares) or (b) the Principals and
their Related Parties cease to Beneficially Own, directly or indirectly, more
than 80% of the Voting Stock of Inmarsat Holdings Limited and such Holdco
(measured by voting power rather than by number of shares) owned by all
Permitted Holders and their Related Parties, taken as a whole;


 


(3)                                  after the initial public offering of
Inmarsat Holdings Limited or any Holdco thereof, the first date on which
(a) the Principals and their Related Parties cease to Beneficially Own,
directly or indirectly through one or more Subsidiaries, more than 30% of the
Voting Stock of Inmarsat Holdings Limited and such Holdco (measured by voting
power rather than by number of shares) and (b) any “person” (as defined
above) becomes the Beneficial Owner, directly or indirectly, of more of the
Voting Stock of Inmarsat Holdings Limited or the Holdco than is at the time
Beneficially Owned by the Principals and their Related Parties in the
aggregate;


 


(4)                                  the first day on which a majority of
the members of the Board of Directors of Inmarsat Holdings Limited or any
Holdco of it are not Continuing Directors; or


 


(5)                                  the first day on which Inmarsat
Group Holdings Limited ceases to own, directly or indirectly through
Subsidiaries, 100% of the outstanding Equity Interests of Inmarsat Holdings
Limited or the Issuer.


 


“City Road Property” means the property located at 99 City Road, London EC1Y 1AX,
England.


 


“Clearstream” means Clearstream Banking, S.A.


 


“Consolidated Cash Flow” means, with
respect to any specified Person for any period, the Consolidated Net Income of
such Person for such period plus, without
duplication:


 


(1)                                  provision for taxes based on income
or profits of such Person and its Restricted Subsidiaries for such period, to
the extent that such provision for taxes was deducted in computing such
Consolidated Net Income; plus


 


(2)                                  the Fixed Charges of such Person and
its Restricted Subsidiaries for such period, to the extent that such Fixed
Charges were deducted in computing such Consolidated Net Income; plus


 


5





















 


(3)                                  depreciation, amortization and any
other non-cash items of such Person and its Restricted Subsidiaries for such
period to the extent deducted in determining Consolidated Net Income for such
period (other than any non-cash item which requires the accrual of, or a
reserve for, cash charges for any future period), including amortization of
capitalized debt issuance costs for such period and any non-cash compensation
expense realized for grants of stock options or other rights to officers,
directors and employees, all of the foregoing determined on a consolidated
basis in accordance with GAAP; minus


 


(4)                                  to the extent they increase
Consolidated Net Income, net after-tax exceptional or non-recurring gains; plus


 


(5)                                  to the extent they decrease
Consolidated Net Income, net after-tax exceptional or non-recurring losses
(other than after-tax exceptional or non-recurring losses relating to an Event
of Loss (net of after-tax gains relating to the recovery of Event of Loss
Proceeds resulting from such Event of Loss)); minus


 


(6)                                  to the extent they increase
Consolidated Net Income, non-cash items (including the partial or entire
reversal of reserves taken in prior periods, but excluding reversals of
accruals or reserves for cash charges taken in prior periods and excluding the
accrual of revenue in the ordinary course of business) for such period;


 


in each case, on a
consolidated basis and determined in accordance with GAAP.


 


Notwithstanding
the preceding, the provision for taxes based on the income or profits of, and
the depreciation and amortization and other non-cash expenses of, a Restricted
Subsidiary of the relevant Person will be added to Consolidated Net Income to
compute Consolidated Cash Flow of the relevant Person only in the same
proportion as the relevant Restricted Subsidiary’s Net Income was included in
Consolidated Net Income.


 


“Consolidated Net Income” means, with
respect to any Person for any period, the aggregate of the Net Income of such
Person and its Restricted Subsidiaries for such period, on a consolidated
basis, determined in accordance with GAAP; provided
that:


 


(1)                                  the Net Income (but not loss) of any
Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting will be included only to the extent of the amount
of dividends or similar distributions paid in cash to the specified Person or a
Restricted Subsidiary of the Person;


 


(2)                                  the Net Income of any Restricted
Subsidiary of such person will be excluded to the extent that the declaration
or payment of dividends or similar distributions by that Restricted Subsidiary
of that Net Income is not at the date of determination permitted without any
prior governmental approval (that has not been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to that Restricted Subsidiary or its shareholders (save as a consequence of a
Permitted Restriction);


 


(3)                                  the cumulative effect of a change in
accounting principles will be excluded;


 


(4)                                  any exceptional or non-recurring
gain relating to the recovery of Event of Loss Proceeds (net of any after-tax
exceptional or non-recurring loss resulting from the related Event of Loss)
will be excluded;


 


(5)                                  notwithstanding clause (1)
above, the Net Income of any Unrestricted Subsidiary will be excluded, whether
or not distributed to the specified Person or one of its Subsidiaries;


 


6





















 


(6)                                  any expenses, charges or other costs
related to the Transactions (including amortization of any such expenses,
charges or other costs that have been capitalized) will be excluded; and


 


(7)                                  any exceptional or non-recurring
loss arising from an Event of Loss (net of any after-tax exceptional or non-recurring
gains relating to the recovery of Event of Loss Proceeds resulting from such
Event of Loss) related to the first loss of an Inmarsat-4 satellite will be
excluded, provided that such loss
will be excluded only if, after such Event of Loss, at least one Inmarsat-4
satellite has been accepted in orbit and is covered by in-orbit insurance on a
net book value basis maintained by Inmarsat Holdings Limited and its Restricted
Subsidiaries.


 


“Continuing Directors” means, as of any
date of determination, any member of the Board of Directors of the relevant
Person who (i) was a member of such Board of Directors on the Issue Date; or
(ii) was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such
Board at the time of such nomination or election.


 


“Corporate Trust Office of the Trustee” will be at the
address of the Trustee specified in Section 13.02 hereof or such other
address as to which the Trustee may give notice to the Issuer.


 


“Credit Facilities” means, one or more debt
facilities (including, without limitation, the Senior Credit Agreement) or
commercial paper facilities, in each case, with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables)
or letters of credit, in each case, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time.


 


“Default” means any event that is, or with
the passage of time or the giving of notice or both would be, an Event of
Default.


 


“Definitive Registered Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06
hereof, substantially in the form of Exhibit B.


 


“Deposit Agreement” means the note deposit agreement, dated
the Issue Date, among the Book-Entry Depositary, the Trustee, the Issuer and
the Parent Guarantor.


 


“Depositary” means, with respect to the Notes issuable or
issued in whole or in part in global form or the CDIs related thereto, the
Person specified in Section 2.03 hereof as the Depositary, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.


 


“Disqualified Shares” means any Equity
Interests that, by their terms (or by the terms of any security into which they
are convertible, or for which they are exchangeable, in each case at the option
of the holder of the Equity Interests), or upon the happening of any event,
mature or are mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder thereof, in whole or in
part, on or prior to the date that is 91 days after the date on which the
Notes mature. Notwithstanding the preceding sentence, any Equity Interests that
would constitute Disqualified Shares solely because the holders of the
Disqualified Shares have the right to require Inmarsat Holdings Limited to
repurchase such Disqualified Shares upon the occurrence of a change of control
or an asset sale will not constitute Disqualified Shares if the terms of such
Disqualified Shares provide that Inmarsat Holdings Limited may not repurchase
or redeem any such Disqualified Shares pursuant to such provisions unless such
repurchase or redemption complies with Section 4.07.


 


“DTC” means The Depository Trust Company.


 


7





















 


“Dutch Legend” means the legend set forth
in Section 2.06(g)(3), which is required to be placed on all Notes.


 


“Equity Interests” means Share Capital and
(i) all warrants, options or other rights to acquire Share Capital (but
excluding any Indebtedness that is convertible into, or exchangeable for, Share
Capital) and (ii) for purposes of clause (2) of Section 4.07(a), the
Subordinated Preference Certificates (or any similar instrument)).


 


“Euroclear” means Euroclear Bank, S.A./N.V., as operator of
the Euroclear system.


 


“Event of Loss Proceeds” means, with
respect to any Event of Loss, all satellite insurance proceeds received by
Inmarsat Holdings Limited or any of its Restricted Subsidiaries in connection
with such Event of Loss, after:


 


(1)                                  provision for all income or other
taxes measured by or resulting from such Event of Loss,


 


(2)                                  payment of all reasonable legal,
accounting and other reasonable fees and expenses related to such Event of
Loss,


 


(3)                                  payment of amounts required to be
applied to the repayment of Indebtedness secured by a Lien on the satellite
that is the subject of such Event of Loss,


 


(4)                                  provision for payments to Persons
who own an interest in the satellite (including any transponder thereof) in
accordance with the terms of the agreement(s) governing the ownership of such
interest by such Person (other than payments to insurance carriers required to
be made based on the future revenues generated from such satellite),


 


(5)                                  deduction of appropriate amounts to
be provided by Inmarsat Holdings Limited or such Restricted Subsidiary as a
reserve, in accordance with GAAP, against any liabilities associated with the
satellite that was the subject of the Event of Loss, and


 


(6)                                  excluding Excluded Proceeds.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Exchange Notes” means the Notes issued in the Exchange Offer
pursuant to Section 2.06(f) hereof and any exchange notes issued in
respect of Additional Notes pursuant to a Registration Rights Agreement.


 


“Exchange Offer” has the meaning set forth in the
Registration Rights Agreement.


 


“Exchange Offer Registration Statement” has the meaning set
forth in the Registration Rights Agreement.


 


“Excluded Proceeds” means (i) Event of
Loss Proceeds relating to Inmarsat-4 satellites of Inmarsat Holdings Limited
and its Restricted Subsidiaries to the extent that such Event of Loss Proceeds
are, within 12 months of receipt, committed to be applied or applied
(A) in the case of the first loss (or partial loss) of an Inmarsat-4
satellite at launch, to the construction of a third launch vehicle for
Inmarsat-4 satellite F-3 and (B) in the case of any subsequent loss (or
partial loss) of an Inmarsat-4 satellite at launch, to (1) the
construction of a new Inmarsat-4 satellite and a new launch vehicle for a
replacement Inmarsat-4 satellite and (2) initial launch insurance in
relation to such replacement Inmarsat-4 satellite and (ii) Event of Loss
Proceeds relating to an Inmarsat-3 satellite to the extent that such Event of
Loss Proceeds are promptly applied in purchasing additional in-orbit insurance
for the Inmarsat-3 satellites of Inmarsat Holdings Limited and its Restricted
Subsidiaries.


 


8





















 


“Existing Indebtedness” means Indebtedness
of Inmarsat Holdings Limited and its Subsidiaries in existence on the Issue
Date (including the Existing Senior Notes, but excluding the Senior Credit
Agreement, the Notes, all Indebtedness repaid with the proceeds of the Notes
and any Subordinated Shareholder Funding), until such amounts are repaid.


 


“Existing Notes Trustee” means The Bank of New York, as
trustee under the indenture relating to the Existing Senior Notes.


 


“Existing Senior Notes” means the 7 5/8%
Senior Notes due 2012 of Inmarsat Finance plc issued pursuant to an indenture,
dated February 3, 2004, among Inmarsat Finance plc, Inmarsat Group Limited
and certain other parties.


 


“Fair Market Value” means the value that
would be paid by a willing buyer to a willing seller that is not an Affiliate
of the buyer in a transaction not involving distress or necessity of either
party, determined in good faith by the Board of Directors (unless otherwise
provided in this Indenture).


 


“Finance Subsidiary” means a Restricted
Subsidiary of the Parent Guarantor (i) whose sole operations are comprised of
incurring or issuing Indebtedness to unaffiliated Persons to finance the
operations of the Parent Guarantor and its Restricted Subsidiaries, (ii) which
loans the proceeds of such Indebtedness to Inmarsat Holdings Limited or whose
Indebtedness is guaranteed by the Parent Guarantor and (iii) which owns no
assets other than any intercompany Indebtedness referred to in the preceding
clause.


 


“Fixed Charges” means, with respect to any
specified Person for any period, the sum, without duplication, of:


 


(1)                                  the consolidated interest expense of
such Person and its Restricted Subsidiaries for such period, whether paid or
accrued, including, without limitation, amortization of indebtedness issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers’ acceptance financings, and
net of the effect of all payments made or received pursuant to Hedging
Obligations; plus


 


(2)                                  the consolidated interest of such
Person and its Restricted Subsidiaries that was capitalized during such period;
plus


 


(3)                                  any interest expense on Indebtedness
of another Person that is guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus


 


(4)                                  the product of (a) all
dividends, whether paid or accrued and whether or not in cash, on any series of
preference shares of such Person or any of its Restricted Subsidiaries, other
than dividends on Equity Interests payable solely in Equity Interests of
Inmarsat Holdings Limited or any Holdco of Inmarsat Holdings Limited (other
than Disqualified Shares) or to Inmarsat Holdings Limited or a Restricted
Subsidiary of Inmarsat Holdings Limited, times (b) a fraction, the numerator
of which is one and the denominator of which is one minus the then current
combined statutory income or corporation tax rate of such Person, expressed as
a decimal, in each case, on a consolidated basis and in accordance with GAAP; minus


 


(5)                                  (in the case of Inmarsat Holdings
Limited) non-cash interest accrued on the Subordinated Shareholder Funding
during such period; minus


 


9





















 


(6)                                  (in the case of Inmarsat Group
Limited) non-cash interest accrued on any Subordinated Intercompany Funding
Loan during such period; minus


 


(7)                                  any expenses, charges or other costs
related to the Transactions (or any amortization thereof) and included in such
period in computing Fixed Charges.


 


“Fixed Charge Coverage Ratio” means with respect
to any specified Person for any period, the ratio of the Consolidated Cash Flow
of such Person for such period to the Fixed Charges of such Person for such
period. In the event that the specified Person or any of its Subsidiaries
incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness
(other than ordinary working capital borrowings) or issues, repurchases or
redeems preferred shares subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated and on or prior to the date
on which the event for which the calculation of the Fixed Charge Coverage Ratio
is made (the “Calculation Date”),
then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, guarantee, repayment, repurchase or redemption
of Indebtedness, or such issuance, repurchase or redemption of preference
shares, and the use of the proceeds therefrom as if the same had occurred at
the beginning of the applicable four-quarter reference period.


 


In addition, for
purposes of calculating the Fixed Charge Coverage Ratio:


 


(1)                                  acquisitions that have been made by
the specified Person or any of its Restricted Subsidiaries, including through
mergers, consolidations, amalgamations or other business combinations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the
Calculation Date will be given pro forma effect as if they had occurred on the
first day of the four-quarter reference period and Consolidated Cash Flow for
such reference period will be calculated on a pro forma basis in accordance
with Regulation S-X under the Securities Act;


 


(2)                                  the Consolidated Cash Flow
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, will be
excluded;  and


 


(3)                                  the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, will be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date.


 


“Full Accretion Date” means November 15, 2008.


 


“GAAP” means (A) generally accepted
accounting principles applicable in the United Kingdom, as in effect on the
Issue Date, including those set forth in Financial Reporting Standards and
Statements of Standard Accounting Practices issued by the Accounting Standards
Board or (B) if Inmarsat Holdings Limited shall so elect by notifying the
Trustee in writing in connection with the delivery of financial statements,
accounting principles adopted by the International Accounting Standard Board
and its predecessor (“IAS”), as
in effect on the date of such notice; provided
that (i) any such election once made shall be irrevocable and (ii) in
the event Inmarsat Holdings Limited makes such election (x) in connection with
the delivery of financial statements for any of its first three financial
quarters of any financial year, it shall restate its consolidated interim
financial statements for such interim financial period and the comparable
period in the prior year, as well as its consolidated financial statements for
the financial year immediately preceding such interim period, in accordance
with IAS or (y) in circumstances other than those described in (x), it
shall provide consolidated historical financial statements prepared in
accordance with IAS for its two most recent financial years and (C) for
the purposes of Section 4.03, GAAP shall mean the relevant accounting
principles set forth in the preceding clauses as such accounting principles are
in effect from time to time.


 


10





















 


“Global Notes” means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes deposited with
the Book-Entry Depositary, substantially in the form of Exhibit A hereto
issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2)
or 2.06(f) hereof.


 


“Government Securities”
means securities that are directly and fully and unconditionally guaranteed or
insured by the United States government, or any agency or instrumentality
thereof, the securities of which are unconditionally guaranteed as a full faith
and credit obligation of such government.


 


“Guarantee” means the guarantee by each Guarantor of the
Issuer’s payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture and in substantially the form of Exhibit
F hereto.


 


“guarantee” means a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by
way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness (whether
arising by virtue of partnership arrangements, or by agreements to keep-well,
to purchase assets, goods, securities or services, to take or pay or to
maintain financial statement conditions or otherwise).


 


“Guarantors” means each of:


 


(1)                                  the Parent Guarantor; and


 


(2)                                  any Subsidiary of Inmarsat Holdings
Limited that executes a Subsidiary Guarantee of the Notes in accordance with Section 4.19;


 


and, in each case, their respective
successors and assigns.


 


“Hedging Obligations” means, with respect
to any specified Person, the obligations of such Person under (i) interest rate
swap agreements (whether from fixed to floating or from floating to fixed),
interest rate cap agreements and interest rate collar agreements; (ii) other
agreements or arrangements designed to manage interest rates or interest rate
risk; and (iii) other agreements or arrangements designed to protect such
Person against fluctuations in currency exchange rates or commodity prices.


 


“Holdco” means any entity which owns 100%
of the Share Capital of another company (whether directly, or through wholly-owned
Subsidiaries).


 


“Holder” means (i) in the case of a Global Note, the bearer
thereof (which shall initially be the Book-Entry Depositary) and (ii) in the
case of a Definitive Registered Note, the Person in whose name such Note is
registered.


 


“Indebtedness” means, with respect to any
specified Person, any indebtedness of such Person (excluding accrued expenses
and trade payables), whether or not contingent: (i) in respect of borrowed
money; (ii) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof); (iii) in
respect of banker’s acceptances; (iv) representing Capital Lease Obligations or
Attributable Debt in respect of sale and leaseback transactions; (v)
representing the balance deferred and unpaid of the purchase price of any
property or services due more than six months after such property is acquired
or such services are completed; or (vi) representing any Hedging Obligations, if
and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP.  In addition, the term “Indebtedness” includes
all Indebtedness of others secured by a Lien on any asset of the specified
Person (whether or not such


 


11





















 


Indebtedness
is assumed by the specified Person) and, to the extent not otherwise included,
the guarantee by the specified Person of any Indebtedness of any other Person.


 


“Indenture” means this Indenture, as amended or supplemented
from time to time.


 


“Indirect Participant” means a Person who holds a Book-Entry
Interest through a Participant.


 


“Initial Notes” means the first $450,000,000 in principal
amount at maturity of Notes issued under this Indenture on the Issue Date.


 


“Inmarsat Holdings Limited” means Inmarsat
Holdings Limited, a company incorporated in England and Wales and the Parent
Guarantor.


 


“Institutional Accredited Investor” means
an institution that is an “accredited investor” as defined in Rule 501(1)(1),
(2), (3) or (7) under the Securities Act, who is not also a QIB.


 


“Intercreditor Agreement” means the
Original Intercreditor Agreement and any other intercreditor agreement entered
into in compliance with Section 9.01(9).


 


“Investments” means, with respect to any
Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans (including guarantees or other
obligations), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP. If Inmarsat Holdings Limited or any Subsidiary of Inmarsat Holdings Limited
sells or otherwise disposes of any Equity Interests of any direct or indirect
Subsidiary of Inmarsat Holdings Limited such that, after giving effect to any
such sale or disposition, such Person is no longer a Restricted Subsidiary of
Inmarsat Holdings Limited, Inmarsat Holdings Limited will be deemed to have
made an Investment on the date of any such sale or disposition equal to the
Fair Market Value of Inmarsat Holdings Limited Investments in such Subsidiary
that were not sold or disposed of in an amount determined as provided in the
final paragraph of Section 4.07. 
The acquisition by Inmarsat Holdings Limited or any Subsidiary of
Inmarsat Holdings Limited of a Person that holds an Investment in a third
Person will be deemed to be an Investment by Inmarsat Holdings Limited or such
Subsidiary in such third Person in an amount equal to the Fair Market Value of
the Investments held by the acquired Person in such third Person in an amount
determined as provided in the final paragraph of Section 4.07.  Except as otherwise provided in this
Indenture, the amount of an Investment will be determined at the time the
Investment is made and without giving effect to subsequent changes in value.


 


“Issue Date” means November 24, 2004,
the date of original issuance of the Notes.


 


“Issuer”  means the party named as such in the preamble
to this Indenture, and any and all successors thereto.


 


“Legal Holiday” means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are authorized
by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.


 


“Letter of Transmittal” means the letter of transmittal to be
prepared by the Issuer and sent to Holders for use by such Holders in
connection with the Exchange Offer.


 


“Lien” means, with respect to any asset,
any mortgage, lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise
perfected


 


12





















 


under
applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction.


 


“Management” means any directors, officer
or other member of senior management of the Inmarsat Holdings Limited, any of
its Restricted Subsidiaries or any Holdco of Inmarsat Holdings Limited for so
long as such Person remains such a director, officer or member of senior
management.


 


“Marketable Securities” means Cash
Equivalents, Government Securities and freely tradable debt securities with a
debt rating no lower than A granted by S&P or A2 granted by Moody’s for so
long as such ratings are maintained.


 


“Material Subsidiary” means, as of any
date, any Restricted Subsidiary of the Parent Guarantor whose Consolidated Cash
Flow for the most recent twelve-month period for which financial statements are
available exceeds 5.0% of the Consolidated Cash Flow of Inmarsat Holdings
Limited for such period.


 


“Moody’s” means Moody’s Investors
Service, Inc.


 


“Net Income” means, with respect to any
specified Person, the net income (loss) of such Person, determined in
accordance with GAAP and before any reduction in respect of preference shares
dividends, excluding, however: (1) any gain or loss, together with any related
provision for taxes on such gain or loss, realized in connection with
(a) any Asset Sale or (b) the disposition of any securities by such
Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries; and (2) any
extraordinary gain or loss, together with any related provision for taxes on
such extraordinary gain or loss.


 


“Net Proceeds” means the aggregate cash
proceeds received by Inmarsat Holdings Limited or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of the direct costs relating to such Asset
Sale, including, without limitation, legal, accounting and investment banking
fees, and sales commissions, and any relocation expenses incurred as a result
of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each
case, after taking into account any available tax credits or deductions and any
tax sharing arrangements, and amounts required to be applied to the repayment
of Indebtedness, other than Indebtedness referred to in clauses (1) through (3)
of the second paragraph Section 4.10(b), secured by a Lien on the asset or
assets that were the subject of such Asset Sale and any reserve for adjustment
in respect of the sale price of such asset or assets established in accordance
with GAAP.


 


“Non-Recourse Debt” means Indebtedness (1)
as to which neither Inmarsat Holdings Limited nor any of its Restricted
Subsidiaries (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness),
(b) is directly or indirectly liable as a Guarantors or otherwise or
(c) constitutes the lender; (2) no default with respect to which
(including any rights that the holders of the Indebtedness may have to take
enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any other Indebtedness of Inmarsat
Holdings Limited or any of its Restricted Subsidiaries to declare a default on
such other Indebtedness or cause the payment of the Indebtedness to be
accelerated or payable prior to its Stated Maturity; and (3) as to which the
lenders have been notified in writing that they will not have any recourse to
the stock or assets of Inmarsat Group Limited or any of its Restricted
Subsidiaries.


 


“Non-U.S. Person” means a Person who is not a U.S. Person.


 


13





















 


“Note Security Documents” means the Pledge Agreement, the
Assignment Agreement, any other agreement creating a Lien in favor of the
Trustee and the Holders of the Notes, the Second Ranking Assignment Agreement
and the Security Priority Deed.


 


“Notes” has the meaning assigned to it in the preamble to
this Indenture.  Unless the context
otherwise requires, all references to the Notes shall include the Initial
Notes, any Additional Notes and any Exchange Notes.


 


“Obligations” means any principal,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities (including
any post-petition interest in any proceeding under any bankruptcy or insolvency
law) payable under the documentation governing any Indebtedness.


 


“Offering Circular” means the offering
circular dated November 9, 2004 relating to the initial offering of the
Notes.


 


“Officer” means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person.


 


“Officers’ Certificate” means a certificate signed on behalf
of the Issuer by two Officers of the Issuer, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Issuer, that meets the requirements of Section 13.05
hereof.


 


“Opinion of Counsel” means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Section 13.05
hereof.  The counsel may be an employee
of or counsel to the Issuer, any Subsidiary of the Issuer or the Trustee.


 


“Original Intercreditor Agreement” means
the intercreditor agreement, dated October 10, 2003, among the Senior
Finance Parties in respect of the Senior Credit Agreement, the Existing Notes
Trustee, the Principals, the Issuer, the Parent Guarantor and others, as
amended from time to time in accordance therewith.


 


“Parent Guarantor” means Inmarsat Holdings
Limited and its permitted successors and assigns.


 


“Participant” means, with respect to the Depositary,
Euroclear or Clearstream, a Person who has an account with the Depositary,
Euroclear or Clearstream, respectively (and, with respect to DTC, shall include
Euroclear and Clearstream).


 


“Permira
Funds” means Permira Europe III L.P. 1, Permira
Europe III L.P. 2, Permira Europe III GmbH V Co. KGm,
Permira Europe III Co-Investment Scheme and Permira Investments Limited.


 


“Permitted Business” means (i) the
provision of global, regional and domestic satellite services, including without
limitation, maritime, aeronautical and land-based communication services, radio
determination (including radio navigation) and distress and safety services,
(ii) the development, manufacture, testing, purchase, ownership and
commercial operation of communications satellites and related equipment and
infrastructure and the leasing and selling of capacity thereon and the
provision of launch support and telemetry services in connection with satellite
launches and (iii) any activity or business that is a reasonable extension
or expansion of, or reasonably related to, the business described in the
preceding clauses (i) and (ii).


 


“Permitted Holders” means the Principals
and Management.


 


“Permitted Investments” means:


 


14





















 


(1)                                  any Investment in Inmarsat Holdings
Limited or in a Restricted Subsidiary of Inmarsat Holdings Limited;


 


(2)                                  any Investment in Cash Equivalents
or Government Securities;


 


(3)                                  any Investment by Inmarsat Holdings
Limited or any Restricted Subsidiary of Inmarsat Holdings Limited in a Person
if, as a result of such Investment (a) such Person becomes a Restricted
Subsidiary of Inmarsat Holdings Limited; or (b) such Person is merged,
consolidated, amalgamated or otherwise combined with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, Inmarsat
Holdings Limited or a Restricted Subsidiary of Inmarsat Holdings Limited;


 


(4)                                  any Investment made as a result of
the receipt of non-cash consideration from an Asset Sale that was made pursuant
to and in compliance with Section 4.10;


 


(5)                                  any acquisition of assets or Share
Capital solely in exchange for the issuance of Equity Interests (other than
Disqualified Shares) of Inmarsat Holdings Limited;


 


(6)                                  any Investments received in
compromise or resolution of (a) obligations of trade creditors or
customers that were incurred in the ordinary course of business of Inmarsat
Holdings Limited or any of its Restricted Subsidiaries, including pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of any trade creditor or customer; or (b) litigation,
arbitration or other disputes with Persons who are not Affiliates;


 


(7)                                  Investments represented by Hedging
Obligations;


 


(8)                                  loans or advances to employees made
in the ordinary course of business of Inmarsat Holdings Limited or the
Restricted Subsidiary of Inmarsat Holdings Limited in an aggregate principal
amount not to exceed $2.0 million at any one time outstanding;


 


(9)                                  repurchases of the Notes and the
Existing Senior Notes; and


 


(10)                            other Investments in any Person
having an aggregate Fair Market Value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value),
when taken together with all other Investments made pursuant to this
clause (10) that are at the time outstanding of no more than
$10.0 million.


 


“Permitted Liens” means:


 


(1)                                  Liens on assets of Inmarsat Group
Limited or any of its Restricted Subsidiaries securing Indebtedness and other
Obligations under Credit Facilities incurred pursuant to Section 4.09(b)(1);


 


(2)                                  Liens in favor of the Issuer,
Inmarsat Holdings Limited or any other Guarantor to secure obligations which
are not pledged to secure Indebtedness owing to third parties;


 


(3)                                  Liens on property of a Person
existing at the time such Person is merged, consolidated, amalgamated or
otherwise combined with or into Inmarsat Holdings Limited or any Subsidiary of
Inmarsat Holdings Limited; provided
that such Liens were in existence prior to the contemplation of such merger,
consolidation, amalgamation or other combination and do not extend to any
assets other than those of the Person merged, consolidated, amalgamated or
combined with Inmarsat Holdings Limited or the Subsidiary;


 


15





















 


(4)                                  Liens on property (including Share
Capital) existing at the time of acquisition of the property or of the
Restricted Subsidiary which owns the property by Inmarsat Holdings Limited or
any Subsidiary of Inmarsat Holdings Limited; provided
that such Liens were in existence prior to, such acquisition, and not incurred
in contemplation of, such acquisition;


 


(5)                                  Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business;


 


(6)                                  Liens to secure Indebtedness
(including Capital Lease Obligations) permitted by Section 4.09(b)(5)
covering only the assets acquired with or financed by such Indebtedness;


 


(7)                                  Liens existing on the Issue Date;


 


(8)                                  Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings instituted within a
reasonable period of time and diligently pursued; provided that any reserve or other appropriate provision as
is required in conformity with GAAP has been made therefor;


 


(9)                                  Liens imposed by law, such as
carriers’, warehousemen’s, landlord’s and mechanics’ Liens or other similar Liens,
in each case, incurred in the ordinary course of business;


 


(10)                            survey exceptions, easements or
reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real property that were not
incurred in connection with Indebtedness and that do not in the aggregate
materially adversely affect the value of said properties or materially impair
their use in the operation of the business of such Person;


 


(11)                            Liens created for the benefit of (or
to secure) the Notes (or the Guarantees of the Notes);


 


(12)                            Liens to secure any Permitted
Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that (i) the new Lien
shall be limited to all or part of the same property and assets that secured
or, under the written agreements pursuant to which the original Lien arose,
could secure the original Lien (plus improvements and accessions to, such
property or proceeds or distributions thereof); and (ii) the Indebtedness
secured by the new Lien is not increased to any amount greater than the sum of
(a) the outstanding principal amount or, if greater, committed amount, of
the Permitted Refinancing Indebtedness and (b) an amount necessary to pay
any fees and expenses, including premiums, related to such refinancings,
refunding, extension, renewal or replacement;


 


(13)                            Liens securing Hedging Obligations
permitted by Section 4.09(b)(8) and any Lien the principle purpose of
which is to allow the setting off or netting of obligations under or in
connection with any Hedging Obligation, in either case, so long as such Lien is
over only (i) the assets that secure the Indebtedness that is the subject
of the relevant Hedging Obligations or (ii) cash or cash equivalents
securing such Hedging Obligations;


 


(14)                            Liens incurred or deposits made in
the connection with workers’ compensation, unemployment insurance, other types
of social security and other types of related statutory obligations;


 


16





















 


(15)                            rights of set-off under contracts
that do not relate to Indebtedness for borrowed money;


 


(16)                            Liens in favor of customs or revenue
authorities to secure payment of customs duties in connection with the
importation of goods in the ordinary course of business;


 


(17)                            Liens resulting from escrow
arrangements unrelated to Indebtedness for borrowed money entered into in
connection with a disposition of assets;


 


(18)                            any retention of title reserved by
any seller of goods or any Lien imposed, reserved or granted over goods
supplied by such seller;


 


(19)                            Liens arising out of or in
connection with pre-judgment legal process or a judgment or a judicial awarded
relating to security for costs;


 


(20)                            Liens incurred in the ordinary
course of business of Inmarsat Holdings Limited or any Subsidiary of Inmarsat
Holdings Limited with respect to obligations that do not exceed
$10.0 million at any one time outstanding; and


 


(21)                            Liens arising out of the Note
Security Documents.


 


“Permitted Parent Payments” means, without
duplication as to amounts (i) payments to any Holdco of Inmarsat Holdings
Limited or the Issuer to permit such Holdco or the Issuer to pay reasonable
franchise taxes and other amounts required to maintain the corporate existence,
accounting, legal and administrative expenses of such Holdco or the Issuer, and
customary salary, bonus and other benefits payable to directors and employees
of any Holdco of Inmarsat Holdings Limited to the extent such salaries, bonuses
and other benefits are attributable to the ownership or operation of Inmarsat
Holdings Limited and its Restricted Subsidiaries; and (ii) payments to any
Holdco of Inmarsat Holdings Limited to fund the payment of any fees and
expenses (other than to Apax Partners Worldwide LLP, Permira Advisers Limited
or an Affiliate of any of them) incurred in connection with the Transactions;
and (iii) payment of a Monitoring Fee (as defined in the Shareholders’
Agreement) of $500,000 per year plus VAT thereon, which amount may be increased
in accordance with the Shareholders’ Agreement, provided that the annual percentage increase shall not
exceed the average percentage by which the salaries of the executive directors
of Inmarsat Group Limited have increased in the relevant year.


 


“Permitted Refinancing Indebtedness” means
any Indebtedness of Inmarsat Holdings Limited or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to
refund, refinance, replace, defease or discharge other Indebtedness of Inmarsat
Holdings Limited or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that (i)
the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness extended, refinanced, renewed,
replaced, defeased or refunded (plus all accrued interest on the Indebtedness
and the amount of all expenses and premiums incurred in connection therewith);
(ii) such Permitted Refinancing Indebtedness has a final Stated Maturity later
than the final Stated Maturity of, and has a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; (iii) if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Guarantees of the Notes,
such Permitted Refinancing Indebtedness has a final Stated Maturity later than
the final Stated Maturity of, and is subordinated in right of payment to, the
Notes and the Guarantees of the Notes on terms at least as favorable to the
Holders of Notes as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; and (iv) such Indebtedness is incurred either by Inmarsat Holdings
Limited or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.


 


17





















 


“Permitted Restriction” means any
encumbrance or restriction referred to under Sections 4.08(b)(1), (2) and (10);
provided, however, that for purposes of
calculating the Consolidated Net Income of Inmarsat Holdings Limited, any such
restriction arising under the Existing Senior Notes or the Senior Credit
Agreement (or any agreement relating to either of them) shall not constitute a
Permitted Restriction.


 


“Person” means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity.


 


“Pledge Agreement” means the Pledge Agreement, dated as of
the date of this Indenture,  between the
Issuer, as pledgor, and the Trustee, as pledgee, over the Subordinated
Intercompany Note Proceeds Loan, as such agreement may be amended, modified or
supplemented from time to time.


 


“Pledged Collateral” means any property or
assets over which duly created and enforceable perfected Liens have been
granted as contemplated by this Indenture and the Note Security Documents for
the security and benefit of the Notes and the Guarantees.


 


“Principals” means (i)  the Apax
Funds, for so long as the relevant Apax Fund is advised or managed by Apax
Partners Worldwide LLP or any of its Affiliates; (ii) the Permira
Funds, for so long as the relevant Permira Fund is advised or managed by Permira
Advisers Limited or any of its Affiliates; and (iii) any other investment
fund advised or managed by Apax Partners Worldwide LLP or Permira Advisers
Limited or an Affiliate of any of them for so long as such investment fund is
advised or managed by Apax Partners Worldwide LLP or Permira Advisers
Limited or an Affiliate of any of them, as applicable.


 


“Priority Deed” means the priority deed, dated November 24,
2004 among (among others) the Parent Guarantor, the Trustee and the holders of
Subordinated Preference Certificates.


 


“Private Placement Legend” means the legend set forth in Section 2.06(g)(1)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.


 


“Public Equity Offering” means an offer and
sale of ordinary shares of Inmarsat Holdings Limited or any Holdco of Inmarsat
Holdings Limited (a) pursuant to a registration statement that has been
declared effective by the SEC pursuant to the Securities Act (other than a
registration statement on Form S-8 or otherwise relating to equity
securities issuable under any employee benefit plan of Inmarsat Holdings
Limited) or (b) pursuant to a floatation on a European investment
exchange, in each case, generating minimum gross proceeds of $100 million.


 


“QIB” means a “qualified institutional buyer” as defined in
Rule 144A.


 


“Qualified Expert” means an accounting,
appraisal, investment bank or other firm, in each case, of international
standing or another firm with specialist knowledge in valuing the property,
assets or rights that are the subject of the relevant transaction.


 


“Registration Rights Agreement” means the Registration Rights
Agreement, dated November 24, 2004, among the Issuer, the Parent Guarantor
and the other parties named on the signature pages thereof, as such agreement
may be amended, modified or supplemented from time to time and, with respect to
any Additional Notes, one or more registration rights agreements among the
Issuer, the Guarantors and the other parties thereto, as such agreement(s) may
be amended, modified or supplemented from time to time, relating to rights
given by the Issuer and the Guarantors to the purchasers of Additional Notes to
register such Additional Notes under the Securities Act.


 


18





















 


“Regular Interest Payment Date” means each May 15 and November 15,
commencing with May 15, 2009.


 


“Regulation S” means Regulation S promulgated under the
Securities Act.


 


“Regulation S Global Note” means a Global Note substantially
in the form of Exhibit A hereto bearing the Dutch Legend and the Private
Placement Legend and deposited with the Book-Entry Depositary, issued in bearer
form and in a denomination equal to the outstanding principal amount of the
Notes sold in reliance on Rule 903 of Regulation S


 


“Related Party” means (i) any controlling
shareholder, 80% (or more) owned Subsidiary, or immediate family member (in the
case of an individual) of any Principal; or (ii) any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners, owners
or Persons beneficially holding an 80% or more controlling interest of which
consist of any one or more Principals and/or such other Persons referred to in
the immediately preceding clause (i).


 


“Responsible Officer,” when used with respect to the Trustee,
means any officer within the Corporate Trust Administration of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


 


“Restricted Definitive Registered Note” means a Definitive
Registered Note bearing the Private Placement Legend.


 


“Restricted Global Note” means a Global Note bearing the
Private Placement Legend.


 


“Restricted Investment” means an Investment
other than a Permitted Investment.


 


“Restricted Period” means the period commencing on the Issue
Date and ending on January 3, 2005.


 


“Restricted Subsidiary” of a Person means
any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.


 


“Rule 144” means Rule 144 promulgated under the Securities
Act.


 


“Rule 144A” means Rule 144A promulgated under the Securities
Act.


 


“Rule 903” means Rule 903 promulgated under the Securities
Act.


 


“Rule 904” means Rule 904 promulgated under the Securities
Act.


 


“S&P” means Standard & Poor’s
Ratings Group.


 


“SEC” means the Securities and Exchange Commission.


 


“Second Ranking Assignment Agreement” means assignment
agreement, dated the Closing Date, between Inmarsat Holdings Limited, as
assignor, and Inmarsat Finance II plc, as assignee, by which a second priority
Lien over the existing Subordinated Intercompany Funding Loan is created to
secure the Subordinated Intercompany Note Proceeds Loan.


 


“Security Priority Deed” means the security priority deed,
dated November 24, 2004, among the Trustee and the Issuer and acknowledged
by the Parent Guarantor.


 


19


 





















 


“Securities Act” means the Securities Act of 1933, as
amended.


 


“Senior Credit Agreement” means the
$975 million facility agreement among Credit Suisse First Boston, Barclays
Bank PLC, The Royal Bank of Scotland plc, Inmarsat Investments Limited and
others and entered into on or around October 10, 2003, as in effect on the
Issue Date.


 


“Senior Debt” means, with respect to any
Guarantor other than the Parent Guarantor: (i) all Indebtedness of such
Guarantor outstanding under the Senior Credit Agreement and all Hedging
Obligations with respect thereto; (ii) any other Indebtedness of such Guarantor
permitted to be incurred under the terms of this Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it
is on a parity with or subordinated in right of payment to any Subsidiary
Guarantee of the Notes of such Guarantor; and (iii) all Obligations with
respect to the items listed in the preceding clauses (i) and (ii).


 


Notwithstanding
anything to the contrary in the preceding, Senior Debt will not include (i) any
liability for income or corporation taxes owed or owing by the relevant Person;
(ii) any intercompany Indebtedness of the relevant Person or owing to any of
its Affiliates; (iii) any trade payables; (iv) the portion of any Indebtedness
that is incurred in violation of this Indenture; or (v) Indebtedness which is
classified as non-recourse in accordance with GAAP or any unsecured claim
arising in respect thereof by reason of the application of section 1111(b)(1)
of the U.S. Bankruptcy Code or any analogous provision under the laws of any
other jurisdiction.


 


“Senior Notes Funding Loan” means the intercompany loans between
Inmarsat Finance plc (as lender) and Inmarsat Investments Limited (as borrower)
with the proceeds of any issuance of Existing Senior Notes.


 


“Share Capital” means (i) in the case of a
corporation, corporate stock; (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; (iii) in the case of a
partnership or limited liability company, partnership interests (whether
general or limited) or membership interests; and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into Share
Capital, whether or not such debt securities include any right of participation
with Share Capital.


 


“Shareholders Agreement” means the
Shareholders Agreement dated on or about October 16, 2003 among Inmarsat
Group Holdings Limited, the Principals, Management and others.


 


“Shelf Registration Statement” means the Shelf Registration
Statement as defined in the Registration Rights Agreement.


 


“Significant Subsidiary” means any
Subsidiary that would be a “significant subsidiary” as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities
Act, as such Regulation is in effect on the date hereof.


 


“Stated Maturity” means, with respect to
any installment of interest or principal on any series of Indebtedness, the
date on which the payment of interest or principal was scheduled to be paid in
the documentation governing such Indebtedness.


 


“Subordinated Intercompany Funding Loan”
means (i) Indebtedness of Inmarsat Group Limited outstanding on the Issue
Date under the Loan Agreement dated December 30, 2003 between Inmarsat
Group Limited (as borrower) and Inmarsat Holdings Limited (as lender) and
(ii) any other Indebtedness of Inmarsat Group Limited owing to Inmarsat
Holdings Limited, Inmarsat Group Holdings Limited or any other Holdco of
Inmarsat Group Limited on substantially the same terms as the Indebtedness
referred to in clause (i) and arising from a loan of the proceeds by
either Inmarsat Holdings Limited,


 


20





















 


Inmarsat
Group Holdings Limited or such other Holdco of Inmarsat Group Limited of
Subordinated Shareholder Funding or Equity Interests issued by it (A) with
terms that are substantially identical to the Subordinated Intercompany Funding
Loan referred to in clause (i), (B) that is or are contractually
subordinated in right of payment to all Indebtedness of Inmarsat Group Limited
substantially to the same extent as the Subordinated Intercompany Funding Loan
referred to in clause (i) and (C) the holders of which are comprised of
Holdcos of Inmarsat Group Limited who become parties to the Intercreditor
Agreement (in each case, on the same terms as are applicable to the
Subordinated Intercompany Funding Loan referred to in clause (i)).


 


“Subordinated Intercompany Note Proceeds Loan”
means the loan between Inmarsat Holdings Limited, as borrower, and the Issuer,
as lender, for the amount of the proceeds received by the Issuer from the
offering of the Notes on the Issue Date.


 


“Subordinated Preference Certificates” means
the Subordinated Preference Certificates issued by Inmarsat Holdings Limited on
December 30, 2003, to (among others) the Apax Funds and the Permira Funds,
as in effect on the Issue Date.


 


“Subordinated Shareholder Funding” means
(i) the Subordinated Preference Certificates and (ii) any other
Indebtedness of Inmarsat Holdings Limited owing to any Holdco of Inmarsat
Holdings Limited or to the Permitted Holders, in either case, which become
parties to the Intercreditor Agreement, in each case, to subordinate the
Subordinated Shareholder Funding to the Notes and the Guarantees of the Notes
on substantially the same terms as the Subordinated Preference Certificates are
so subordinated on the Issue Date.


 


“Subsidiary” means, with respect to any
specified Person (i) any corporation, association or other business entity of
which more than 50% of the total voting power of Share Capital entitled
(without regard to the occurrence of any contingency and after giving effect to
any voting agreement or stockholders’ agreement that effectively transfers
voting power) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and (ii) any
partnership (a) the sole general partner or the managing general partner
of which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are that Person or one or more Subsidiaries of that
Person (or any combination thereof).


 


“Subsidiary Guarantee” means the guarantee by each Subsidiary
Guarantor of the Issuer’s obligations under this Indenture and the Notes,
executed pursuant to the provisions of this Indenture.


 


“Subsidiary Guarantor” means any Subsidiary of Inmarsat
Holdings Limited that executes a Subsidiary Guarantee in accordance with Section 4.19.


 


“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified thereunder.


 


“Transactions” means (i) the Acquisition, (ii) the initial
borrowing under the Senior Credit Agreement, (iii) the borrowing under the
Bridge Facility Agreement, (iv) the issuance by Inmarsat Holdings Limited
of the Subordinated Preference Certificates, (v) the making of
intercompany loans from any holding company of Inmarsat Holdings Limited
directly or indirectly to Inmarsat Group Limited in connection with the
foregoing, (vi) the offering of the Existing Senior Notes, (vii) the
making of the subordinated senior note proceeds loan by Inmarsat Finance plc to
Inmarsat Investments Limited out of the proceeds of the Existing Senior Notes,
(viii) the execution of the security documents relating to the Existing
Senior Notes, (ix) the execution of the registration rights agreement
related to the Existing Senior Notes, (x) the offering of the Notes and the
execution of all the documents related thereto and (xi) the payment of
costs, fees and expenses, in each case, related thereto.


 


21





















 


“Treasury Rate” means, as of any redemption
date, the yield to maturity as of such redemption date of United States
Treasury securities with a constant maturity (as compiled and published in the
most recent Federal Reserve Statistical Release H.15(519) that has become
publicly available at least two Business Days prior to the redemption date (or,
if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from the
redemption date to November 15, 2008; provided,
however that if the period from the redemption date to November 15,
2008 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.


 


“Trustee” means the party named as such in the preamble to
this Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.


 


“Unrestricted Definitive Registered Note” means a Definitive
Registered Note that does not bear and is not required to bear the Private
Placement Legend.


 


“Unrestricted Global Note” means a Global Note that does not
bear and is not required to bear the Private Placement Legend.


 


“Unrestricted Subsidiary” means any
Subsidiary of Inmarsat Holdings Limited that is designated by the Board of
Directors of Inmarsat Holdings Limited as an Unrestricted Subsidiary in
accordance with Section 4.20 pursuant to a Board Resolution, but only to
the extent that such Subsidiary (i) has no Indebtedness other than Non-Recourse
Debt; and (ii) is a Person with respect to which neither Inmarsat Holdings
Limited nor any of its Restricted Subsidiaries has any direct or indirect
obligation (a) to subscribe for additional Equity Interests or (b) to
maintain or preserve such Person’s financial condition or to cause such Person
to achieve any specified levels of operating results.


 


“U.S. Person” means a U.S. Person as defined in Rule 902(k)
promulgated under the Securities Act.


 


“VAT” means value added tax as provided for
in the Value Added Tax Act 1994 and any other tax of a similar nature.


 


“Voting Stock” of any Person as of any date
means the Share Capital of such Person that is at the time entitled to vote in
the election of the Board of Directors of such Person.


 


“Weighted Average Life to Maturity” means,
when applied to any Indebtedness at any date, the number of years obtained by
dividing (i) the sum of the products obtained by multiplying (a) the
amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in
respect of the Indebtedness, by (b) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such
payment; by (ii) the then outstanding principal amount of such Indebtedness.


 


“Wholly-Owned Restricted Subsidiary”
of any Person means a Subsidiary of such Person all of the outstanding Capital
Stock or other ownership interests of which (other than directors’ qualifying
shares) shall at the time be owned by such Person or by one or more
Wholly-Owned Restricted Subsidiaries of such Person or by such Person and one
or more Wholly-Owned Restricted Subsidiaries of such Person.


 


22





















 


Section 1.02                                Other Definitions.


 


	
   

  	
   

  	
  Defined in

  
	
  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  “Additional Amounts”

  	
   

  	
  4.22

  
	
  “Affiliate Transaction”

  	
   

  	
  4.11

  
	
  “Asset Sale Offer”

  	
   

  	
  3.09

  
	
  “Authentication Order”

  	
   

  	
  2.02

  
	
  “Change of Control Offer”

  	
   

  	
  4.15

  
	
  “Change of Control Payment”

  	
   

  	
  4.15

  
	
  “Change of Control Payment Date”

  	
   

  	
  4.15

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Excess Proceeds”

  	
   

  	
  4.10

  
	
  “incur”

  	
   

  	
  4.09

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  
	
  “Offer Amount”

  	
   

  	
  3.09

  
	
  “Offer Period”

  	
   

  	
  3.09

  
	
  “Paying
  Agency Agreement”

  	
   

  	
  4.02

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Permitted Debt”

  	
   

  	
  4.09

  
	
  “Payment Default”

  	
   

  	
  6.01

  
	
  “Purchase Date”

  	
   

  	
  3.09

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Restricted Payments”

  	
   

  	
  4.07

  
	
  “Triggering Guarantee”

  	
   

  	
  4.19

  



 


Section 1.03                                Incorporation by Reference of Trust Indenture Act.


 


Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture as if this Indenture was
required to be qualified under the TIA. 
The following TIA terms used in this Indenture have the following
meanings:


 


“indenture securities” means the Notes;


 


“indenture security Holder” means a Holder of a Note;


 


“indenture to be qualified” means this Indenture;


 


“indenture trustee” or “institutional trustee”
means the Trustee; and


 


“obligor” on the Notes and the Guarantees means the Issuer
and the Guarantors, respectively, and any successor obligor upon the Notes and
the Guarantees, respectively.


 


All other terms
used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the TIA have the meanings so
assigned to them.


 


Section 1.04                                Rules of Construction.


 


Unless the context
otherwise requires:


 


(1)                                  a term has the meaning assigned to
it;


 


(2)                                  an accounting term not otherwise
defined has the meaning assigned to it in accordance with GAAP;


 


(3)                                  “or” is not exclusive;


 


(4)                                  words in the singular include the
plural, and in the plural include the singular;


 


23





















 


(5)                                  “will” shall be interpreted to
express a command;


 


(6)                                  provisions apply to successive
events and transactions; and


 


(7)                                  references to sections of or rules
under the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time.


 


ARTICLE 2.


THE
NOTES


 


Section 2.01                                Form and Dating.


 


(a)                                  General. 
The Notes and the Trustee’s certificate of authentication will be
substantially in the form of Exhibits A and B hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Note will be dated the date of its
authentication.  The Notes shall be
issued without coupons in denominations of $1,000 principal amount at maturity
and integral multiples thereof.


 


The terms and
provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Issuer, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such
terms and provisions and to be bound thereby. 
However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.


 


(b)                                 Global Notes.  
Notes issued in global form will be substantially in the form of Exhibit
A attached hereto (including the “Schedule of Exchanges of Interests
in the Global Note” attached thereto). 
Each Global Note will represent such of the outstanding Notes as will be
specified therein and each shall provide that it represents the aggregate
principal amount at maturity of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount at maturity of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, transfers and repurchases.  Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount at
maturity of outstanding Notes represented thereby will be made by the Principal
Paying Agent or Registrar, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof


 


(c)                                  144A Global Notes
and Regulation S Global Notes.


 


Notes sold within
the United States to QIBs pursuant to Rule 144A under the Securities Act shall
be issued initially in the form of a 144A Global Note, which shall be deposited
with the Book-Entry Depositary (against issuance of CDIs pursuant to the
Deposit Agreement), duly executed by the Issuer and authenticated by the
Trustee as herein provided.  The
aggregate principal amount at maturity of the 144A Global Note may from time to
time be increased or decreased by adjustments made on Schedule A to
each such Global Note, as herein provided.


 


Notes offered and
sold in reliance on Regulation S shall be issued initially in the form of a
Regulation S Global Note, which shall be deposited with the Book-Entry
Depositary (against issuance of CDIs pursuant to the Deposit Agreement), duly
executed by the Issuer and authenticated by the Trustee as herein
provided.  The aggregate principal amount
at maturity of the Regulation S Global Note may from time to time be increased
or decreased by adjustments made on Schedule A to each such Global
Note, as herein provided.


 


24





















 


(d)                                 Applicable Procedures. 
The Applicable Procedures shall be applicable to Book-Entry Interests in
the Global Notes that are held by Participants through DTC, Euroclear or
Clearstream.


 


(e)                                  Definitive
Registered Notes.


 


Definitive
Registered Notes issued upon transfer of a Book-Entry Interest or a Definitive
Registered Note, or in exchange for a Book-Entry Interest or a Definitive
Registered Note, shall be issued in accordance with this Indenture.  Notes issued in definitive form will be
substantially in the form of Exhibit B attached hereto.


 


Section 2.02                                Execution and Authentication.


 


At least one
Officer must sign the Notes for the Issuer by manual or facsimile signature.


 


If an Officer
whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid.


 


A Note will not be
valid until authenticated by the manual signature of the Trustee.  The signature will be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee shall
authenticate the Notes upon receipt of a written order of the Issuer signed by
at least one Officer directing the Trustee to authenticate the Notes and
certifying that all conditions precedent to the issuance of the Notes contained
herein have been complied with (an “Authentication Order”).  The Trustee shall authenticate Additional
Notes upon receipt of an Authentication Order relating thereto.


 


The Trustee may
appoint an authenticating agent acceptable to the Issuer to authenticate
Notes.  Unless limited by the terms of
such appointment, an authenticating agent may authenticate Notes whenever the
Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.


 


Section 2.03                                Registrar and Paying Agent.


 


The Issuer shall
maintain a paying agent for the Notes in (i) the Borough of Manhattan, City of
New York (the “Principal Paying Agent”),
(ii) Luxembourg, for so long as the Notes are listed on the Luxembourg Stock
Exchange and its rules so require and (iii) at the Issuer’s option, in another
member state of the European Union (as constituted on May 1, 2004) (each of the
foregoing, a “Paying Agent”). The
initial Paying Agents are The Bank of New York in New York, and The Bank of New
York (Luxembourg) SA in Luxembourg.


 


The Issuer shall
also maintain one or more offices or agencies where Notes may be presented for
registration of transfer or for exchange (each a “Registrar”)
with an office in the Borough of Manhattan, City of New York, and a transfer
agent in each of (i) the Borough of Manhattan, City of New York, (ii) for so
long as the Notes are listed on the Luxembourg Stock Exchange and its rules so
require, Luxembourg and (iii) at the Issuer’s option, another member state of
the European Union (as constituted on the May 1, 2004) other than the United
Kingdom. The initial Registrar will be The Bank of New York in New York.  The initial transfer agents will be The Bank
of New York in the Borough of Manhattan, City of New York and The Bank of New
York (Luxembourg) SA in Luxembourg. The Registrar and the transfer agents shall
maintain a register (the “Register”)
reflecting ownership of Notes outstanding from time to time and shall make
payments on and facilitate transfer of Notes on behalf of the Issuer.


 


Subject to the
preceding two paragraphs, upon 30 days’ prior written notice to the Holders,
the Issuer may, with the prior written consent of the Trustee, change any
Paying Agent, Registrar or transfer


 


25





















 


agent.
For so long as the Notes are listed on the Luxembourg Stock Exchange and its
rules so require, the Issuer shall publish a notice of any change of Paying
Agent or Registrar in a newspaper having a general circulation in Luxembourg
(currently expected to be the Luxemburger
Wort).  If the Issuer fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such.  The Issuer or any of its
Subsidiaries may act as Paying Agent or Registrar.


 


The Issuer
initially appoints The Bank of New York to act as Book-Entry Depositary with
respect to the Global Notes.


 


The Issuer initially
appoints DTC to act as Depositary with respect to the Global Notes and the
CDIs.


 


Section 2.04                                Paying Agent to Hold Money in Trust.


 


The Issuer shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal, premium or
Additional Amounts, if any, and Additional Interest, if any, or interest on the
Notes, and shall notify the Trustee of any default by the Issuer in making any
such payment.  While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee.  The Issuer at any time
may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Issuer or a Subsidiary of the Issuer) will have no
further duties in respect of the money.


 


Section 2.05                                Holder Lists.


 


The Registrar
shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of all Holders
(including information supplied to it by any transfer agent) and shall
otherwise comply with TIA § 312(a). 
If the Principal Paying Agent is not the Registrar, the Issuer shall
obtain from the Registrar and furnish to the Trustee and each Paying Agent at
least seven Business Days before each Regular Interest Payment Date and at such
other times as the Trustee or the Principal Paying Agent may request in
writing, a list in such form and as of such date as they may reasonably require
of the names and addresses of the Holders of Notes and the Issuer shall
otherwise comply with TIA § 312(a).


 


Section 2.06                                Transfer and Exchange.


 


(a)                                  Transfer and Exchange of Global
Notes.  The Global Notes authenticated under this
Indenture shall be in bearer form and delivered to the Book-Entry Depositary,
and shall constitute a single Note for all purposes of this Indenture.  Transfer of the Global Notes shall be only by
delivery.  The Issuer and the Book-Entry
Depositary have agreed that the Global Notes shall only be delivered in the
circumstances described in the Deposit Agreement.


 


Global Notes will be exchanged by the Issuer for
Definitive Registered Notes:


 


(1)                                  if DTC notifies the Book-Entry
Depositary and the Issuer that it is unwilling or unable to continue to act as
a Clearing System or ceases to be a clearing agency registered under the
Exchange Act and, in either case, a successor Clearing System is not appointed
by the Company within 120 days;


 


(2)                                  if the Book-Entry Depositary or DTC
so requests following an Event of Default under this Indenture;


 


(3)                                  in whole (but not in part) at any
time if the Issuer in its sole discretion determines that the Global Notes
should be exchanged for Definitive Registered Notes;


 


26





















 


(4)                                  the owner of a Book-Entry Interest
requests such exchange in writing delivered through DTC (including following an
Event of Default under this Indenture); or


 


(5)                                  the Book-Entry Depositary is at any
time unwilling or unable to continue as Book-Entry Depositary and a successor
Book-Entry Depositary is not appointed by the Issuer within 120 days.


 


Upon the
occurrence of any of the preceding events, Definitive Registered Notes
delivered in exchange for any Global Note or Book-Entry Interest shall be
registered in the names, and issued in any approved denominations, as the
Depositary shall instruct the Trustee (in accordance with its customary
procedures).


 


Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.07
and 2.10 hereof.  A Global Note may not
be exchanged for another Note other than as provided in this Section 2.06(a);
however, Book-Entry Interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) and (f) hereof.


 


(b)                                 Transfer and Exchange of
Book-Entry Interests in the Global Notes.  The transfer
and exchange of Book-Entry Interests will be effected through the Depositary,
in accordance with the provisions of this Indenture and the Applicable
Procedures.


 


Transfers of Book-Entry
Interests will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act.  Transfers and exchanges of Book-Entry
Interests for Book-Entry Interests also will require compliance with either
subparagraph (1) or (2) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable.


 


(1)                                  Transfer of Book-Entry Interests
in the Same Global Note.  Book-Entry
Interests in any Restricted Global Note may be transferred to Persons who take
delivery thereof in the form of Book-Entry Interests in the same Restricted
Global Note in accordance with the transfer restrictions set forth in the
Private Placement Legend; provided, however,
that prior to the expiration of the Restricted Period, Book-Entry Interests in
the Regulation S Global Note must be held through Euroclear or
Clearstream.  Book-Entry Interests in any
Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a Book-Entry Interest in an Unrestricted Global
Note.  No written orders or instructions
shall be required to be delivered to the Principal Paying Agent or Registrar to
effect the transfers described in this

Section 2.06(b)(1).


 


(2)                                  All Other Transfers and Exchanges
of Book-Entry Interests in Global Notes.  In connection
with all transfers and exchanges of Book-Entry Interests that are not subject
to Section 2.06(b)(1) above, the transferor of such Book-Entry Interest
must deliver to the Principal Paying Agent or Registrar either:


 


(A)                              both:


 


(i)                                     a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to credit or cause to be
credited a Book-Entry Interest in another Global Note in an amount equal to the
Book-Entry Interest to be transferred or exchanged; and


 


(ii)                                  instructions given by the Depositary
in accordance with the Applicable Procedures containing information regarding
the Participant account to be credited with such increase; or


 


27





















 


(B)                                both:


 


(i)                                     a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a
Definitive Registered Note in an amount equal to the Book-Entry Interest to be
transferred or exchanged; and


 


(ii)                                  instructions given by the Depositary
to the Registrar containing information regarding the Person in whose name such
Definitive Registered Note shall be registered to effect the transfer or
exchange referred to in (i) above, the principal amount at maturity of such
securities and the CUSIP, ISIN or other similar number identifying the Notes.


 


Upon consummation of an Exchange Offer by the Issuer in
accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2)
shall be deemed to have been satisfied upon receipt by the Principal Paying
Agent or Registrar of the instructions contained in the Letter of Transmittal
(or the electronic equivalent) delivered by the Holder of such Book-Entry
Interests in the Restricted Global Notes. 
Upon satisfaction of all of the requirements for transfer or exchange of
Book-Entry Interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount at maturity of the relevant Global Note(s) pursuant to Section 2.06(h)
hereof.


 


(3)                                  Transfer of Book-Entry Interests
to Another Restricted Global Note.  A Book-Entry
Interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a Book-Entry Interest in another Restricted Global
Note if the transfer complies with the requirements of Section 2.06(b)(2)
above and the Principal Paying Agent or Registrar receives the following:


 


(A)                              if the transferee will take delivery
in the form of a Book-Entry Interest in the 144A Global Note, then the
transferor must deliver a certificate in the form of Exhibit C hereto,
including the certifications in item (1) thereof or item (3) thereof, if
applicable;


 


(B)                                if the transferee will take delivery
in the form of a Book-Entry Interest in the Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit C hereto,
including the certifications in item (2) thereof.


 


(4)                                  Transfer and Exchange of
Book-Entry Interests in a Restricted Global Note for Book-Entry Interests in an
Unrestricted Global Note.  A Book-Entry
Interest in any Restricted Global Note may be exchanged by any holder thereof
for a Book-Entry Interest in an Unrestricted Global Note or transferred to a
Person who takes delivery thereof in the form of a Book-Entry Interest in an
Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.06(b)(2)(A) above and:


 


(A)                              such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of the Book-Entry Interest to be transferred,
in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal (or the electronic
equivalent) that it is not (i) a Broker-Dealer, (ii) a Person participating in
the distribution of the Exchange Notes or (iii) a Person who is an affiliate
(as defined in Rule 144) of the Issuer or any Guarantor;


 


28





















 


(B)                                such transfer is effected pursuant
to the Shelf Registration Statement in accordance with the Registration Rights
Agreement;


 


(C)                                such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or


 


(D)                               the Principal Paying Agent or
Registrar receives the following:


 


(i)                                     if the holder of such Book-Entry
Interest in a Restricted Global Note proposes to exchange such Book-Entry
Interest for a Book-Entry Interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit D hereto, including the
certifications in item (1)(a) thereof; or


 


(ii)                                  if the holder of such Book-Entry
Interest in a Restricted Global Note proposes to transfer such Book-Entry
Interest to a Person who shall take delivery thereof in the form of a
Book-Entry Interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in
item (4) thereof;


 


and,
in each such case set forth in this subparagraph (D), if the Principal Paying
Agent or Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Principal Paying Agent
or Registrar to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


If any such
transfer is effected pursuant to subparagraph (B), (C) or (D) above at a time
when an Unrestricted Global Note has not yet been issued, the Issuer shall
issue and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
Book-Entry Interests transferred pursuant to subparagraph (B), (C) or (D) above
and deposit such Global Note with the Book-Entry Depositary to be held pursuant
to the Deposit Agreement.


 


Book-Entry
Interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a Book-Entry
Interest in a Restricted Global Note.


 


(c)                                  Transfer or Exchange of Book-Entry
Interests in Global Notes for Definitive Registered Notes.


 


(1)                                  Book-Entry Interests in
Restricted Global Notes to Restricted Definitive Registered Notes. 
If any holder of a Book-Entry Interest in a Restricted Global Note
proposes to exchange such Book-Entry Interest for a Restricted Definitive
Registered Note or to transfer such Book-Entry Interest to a Person who takes
delivery thereof in the form of a Restricted Definitive Registered Note, then,
upon receipt by the Registrar of the following documentation:


 


(A)                              if the holder of such Book-Entry
Interest in a Restricted Global Note proposes to exchange such Book-Entry
Interest for a Restricted Definitive Registered Note, a certificate from such
holder in the form of Exhibit D hereto, including the certifications in
item (2)(a) thereof;


 


29





















 


(B)                                if such Book-Entry Interest is being
transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit C hereto, including the certifications in item (1)
thereof;


 


(C)                                if such Book-Entry Interest is being
transferred to a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit C
hereto, including the certifications in item (2) thereof;


 


(D)                               if such Book-Entry Interest is being
transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those
listed in clauses (B) and (C) above, a certificate to the effect set forth in Exhibit
C hereto, including the certifications, certificates and Opinion of Counsel
required by item (3)(c) thereof, if applicable;


 


(E)                                 if such Book-Entry Interest is being
transferred to the Issuer, the Guarantor or any of its Subsidiaries, a
certificate to the effect set forth in Exhibit C hereto, including the
certifications in item (3)(a) thereof; or


 


(F)                                 if such Book-Entry Interest is being
transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit C
hereto, including the certifications in item (3)(b) thereof,


 


the Principal
Paying Agent and/or Registrar shall cause the aggregate principal amount at
maturity of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Issuer shall execute and the Trustee shall authenticate and
deliver to the Person designated in the instructions a Definitive Registered
Note in the appropriate principal amount. 
Any Definitive Registered Note issued in exchange for a Book-Entry
Interest in a Restricted Global Note pursuant to this Section 2.06(c)
shall be registered by the Registrar in such name or names and in such
authorized denomination or denominations as the holder of such Book-Entry
Interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. 
The Principal Paying Agent or Registrar shall deliver (or caused to be
delivered) such Definitive Registered Notes to the Persons in whose names such
Notes are so registered.  Any Definitive
Registered Note issued in exchange for a Book-Entry Interest in a Restricted
Global Note pursuant to this Section 2.06(c)(1) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained
therein.


 


(2)                                  Book-Entry Interests in
Restricted Global Notes to Unrestricted Definitive Registered Notes. 
A holder of a Book-Entry Interest in a Restricted Global Note may
exchange such Book-Entry Interest for an Unrestricted Definitive Registered
Note or may transfer such Book-Entry Interest to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Registered Note only if:


 


(A)                              such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of such Book-Entry Interest, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal (or the electronic equivalent) that it is not
(i) a Broker-Dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144)
of the Issuer or any Guarantor;


 


(B)                                such transfer is effected pursuant
to the Shelf Registration Statement in accordance with the Registration Rights
Agreement;


 


30





















 


(C)                                such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or


 


(D)                               the Principal Paying Agent and/or
the Registrar receives the following:


 


(i)                                     if the holder of such Book-Entry
Interest in a Restricted Global Note proposes to exchange such Book-Entry
Interest for an Unrestricted Definitive Registered Note, a certificate from
such holder in the form of Exhibit D hereto, including the
certifications in item (1)(b) thereof;


 


(ii)                                  if the holder of such Book-Entry
Interest in a Restricted Global Note proposes to transfer such Book-Entry
Interest to a Person who shall take delivery thereof in the form of an
Unrestricted Definitive Registered Note, a certificate from such holder in the
form of Exhibit C hereto, including the certifications in item (4)
thereof; or


 


and, in
each such case set forth in this subparagraph (D), if the Registrar so requests
or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Principal Paying Agent or Registrar and the
Company to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


Upon satisfaction of the foregoing conditions, the
Principal Paying Agent or Registrar will cause the aggregate principal amount
at maturity of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Issuer will execute and the Trustee will
authenticate and deliver to the Person designated in the instructions a
Definitive Registered Note in the appropriate principal amount.  Any Definitive Registered Note issued in
exchange for a Book-Entry Interest pursuant to this Section 2.06(c)(2)
will be registered by the Registrar in such name or names and in such
authorized denomination or denominations as the holder of such Book-Entry
Interest requests through instructions to the Principal Paying Agent or
Registrar from or through the Depositary and the Participant or Indirect
Participant.  The Principal Paying Agent
or Registrar will deliver such Definitive Registered Notes to the Persons in
whose names such Notes are so registered. 
Any Definitive Registered Note issued in exchange for a Book-Entry
Interest pursuant to this Section 2.06(c)(2) will not bear the Private
Placement Legend.


 


(3)                                  Book-Entry Interests in
Unrestricted Global Notes to Unrestricted Definitive Registered Notes. 
If any holder of a Book-Entry Interest in an Unrestricted Global Note
proposes to exchange such Book-Entry Interest for an Unrestricted Definitive
Registered Note or to transfer such Book-Entry Interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Registered Note,
then, upon satisfaction of the conditions set forth in Section 2.06(b)(2)
hereof, the Principal Paying Agent or Registrar will cause the aggregate
principal amount at maturity of the applicable Unrestricted Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer
will execute and the Trustee will authenticate and deliver to the Person
designated in the instructions an Unrestricted Definitive Registered Note in
the appropriate principal amount.  Any Unrestricted
Definitive Registered Note issued in exchange for a Book-Entry Interest
pursuant to this Section 2.06(c)(3)will be registered by the Registrar in
such name or names and in such authorized denomination or denominations as the
holder of such Book-Entry Interest requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect
Participant.  The Principal Paying Agent
or Registrar will deliver such Definitive Registered


 


31





















 


Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Registered
Note issued in exchange for a Book-Entry Interest pursuant to this Section 2.06(c)(3)
will not bear the Private Placement Legend.


 


(d)                                 Transfer and Exchange of
Definitive Registered Notes for Book-Entry Interests in the Global Notes.  
In connection with any transfer or exchange of Definitive Registered
Notes, the requesting Holder must present or surrender to the Registrar the
Definitive Registered Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder must
provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this

Section 2.06(d).


 


(1)                                  Restricted Definitive Registered
Notes to Book-Entry Interests in Restricted Global Notes. 
If any Holder of a Restricted Definitive Registered Note proposes to
exchange such Note for a Book-Entry Interest in a Restricted Global Note or to
transfer such Restricted Definitive Registered Notes to a Person who takes
delivery thereof in the form of a Book-Entry Interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation:


 


(A)                              if the Holder of such Restricted
Definitive Registered Note proposes to exchange such Note for a Book-Entry
Interest in a Restricted Global Note, a certificate from such Holder in the
form of Exhibit D hereto, including the certifications in item (2)(b)
thereof;


 


(B)                                if such Restricted Definitive
Registered Note is being transferred to a QIB in accordance with Rule 144A, a
certificate to the effect set forth in Exhibit C hereto, including the
certifications in item (1) thereof;


 


(C)                                if such Restricted Definitive
Registered Note is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904, a certificate to the
effect set forth in Exhibit C hereto, including the certifications in
item (2) thereof;


 


(D)                               if such Restricted Definitive
Registered Note is being transferred to an Institutional Accredited Investor in
reliance on an exemption from the registration requirements of the US
Securities Act other than those listed in subparagraphs (B) and (C) above, a
certificate to the effect set forth in Exhibit C hereto, including the
certifications, certificates and Opinion of Counsel required by item (3)(c)
thereof, if applicable;


 


(E)                                 if such Restricted Definitive
Registered Note is being transferred to the Issuer, the Guarantor or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit C hereto,
including the certifications in item (3)(a) thereof; or


 


(F)                                 if such Restricted Definitive
Registered Note is being transferred pursuant to an effective registration
statement under the Securities Act, a certificate to the effect set forth in Exhibit
C hereto, including the certifications in item (3)(b) thereof,


 


the
Trustee will cancel the Restricted Definitive Registered Note and increase or
cause to be increased the aggregate principal amount of the relevant Restricted
Global Note.


 


(2)                                  Restricted Definitive Registered
Notes to Book-Entry Interests in Unrestricted Global Notes. 
A Holder of a Restricted Definitive Registered Note may exchange such
Note for a Book-Entry Interest in an Unrestricted Global Note or transfer such
Restricted Definitive


 


32





















 


Registered Note to a Person who takes delivery thereof in the
form of a Book-Entry Interest in an Unrestricted Global Note only if:


 


(A)                              such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the Holder, in the case of an exchange, or the transferee,
in the case of a transfer, certifies in the applicable Letter of Transmittal
(or electronic equivalent) that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who
is an affiliate (as defined in Rule 144) of the Issuer or any Guarantor;


 


(B)                                such transfer is effected pursuant
to the Shelf Registration Statement in accordance with the Registration Rights
Agreement;


 


(C)                                such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or


 


(D)                               the Registrar receives the
following:


 


(i)                                     if the Holder of such Restricted
Definitive Registered Notes proposes to exchange such Notes for a Book-Entry
Interest in the Unrestricted Global Note, a certificate from such Holder in the
form of Exhibit D hereto, including the certifications in item (1)(c)
thereof; or


 


(ii)                                  if the Holder of such Restricted
Definitive Registered Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of a Book-Entry Interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
C hereto, including the certifications in item (4) thereof;


 


and,
in each such case set forth in this subparagraph (D), if the Principal Paying
Agent or Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Principal Paying Agent
or Registrar and the Company to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


Upon
satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2),
the Trustee will cancel the Definitive Registered Notes and increase or cause
to be increased the aggregate principal amount at maturity of the Unrestricted
Global Note.


 


(3)                                  Unrestricted Definitive
Registered Notes to Book-Entry Interests in Unrestricted Global Notes. 
A Holder of an Unrestricted Definitive Registered Note may exchange such
Note for a Book-Entry Interest in an Unrestricted Global Note or transfer such
Definitive Registered Notes to a Person who takes delivery thereof in the form
of a Book-Entry Interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an
exchange or transfer, the Trustee will cancel the applicable Unrestricted
Definitive Registered Note and the Principal Paying Agent or Registrar will
increase or cause to be increased the aggregate principal amount at maturity of
one of the Unrestricted Global Notes.


 


If any
such exchange or transfer from a Definitive Registered Note to a Book-Entry
Interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a
time when an Unrestricted Global Note has not yet been issued, the Issuer will
issue and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee will authenticate


 


33





















 


one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Registered Notes
so transferred and deposit such Global Note with the Book-Entry Depositary to
be held pursuant to the Deposit Agreement.


 


(e)                                  Transfer and Exchange of
Definitive Registered Notes for Definitive Registered Notes. 
Upon request by a Holder of Definitive Registered Notes and such
Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar will register the transfer or exchange of Definitive Registered
Notes.  Prior to such registration of
transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Registered Notes duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing.  In the event that the Holder of such
Definitive Registered Notes does not transfer the entire principal amount at
maturity of Notes represented by any such Definitive Registered Note, the
Registrar will cancel or cause to be cancelled such Definitive Registered Note
and the Issuer shall execute and the Trustee shall authenticate and deliver to
the requesting Holder and any transferee Definitive Registered Notes in the
appropriate principal amounts at maturity. 
In addition, the requesting Holder must provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).


 


(1)                                  Restricted Definitive Registered
Notes to Restricted Definitive Registered Notes. 
Any Restricted Definitive Registered Note may be transferred to and registered
in the name of Persons who take delivery thereof in the form of a Restricted
Definitive Registered Note if the Registrar receives the following:


 


(A)                              if the transfer will be made
pursuant to Rule 144A, then the transferor must deliver a certificate in the
form of Exhibit C hereto, including the certifications in item (1)
thereof;


 


(B)                                if the transfer will be made
pursuant to Rule 903 or Rule 904, then the transferor must deliver a
certificate in the form of Exhibit C hereto, including the certifications
in item (2) thereof; and


 


(C)                                if the transfer will be made
pursuant to any other exemption from the registration requirements of the
Securities Act, then the transferor must deliver a certificate in the form of Exhibit
C hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.


 


(2)                                  Restricted Definitive Registered
Notes to Unrestricted Definitive Registered Notes. 
Any Restricted Definitive Registered Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Registered Note or transferred to a
Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Registered Note if:


 


(A)                              such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the Holder, in the case of an exchange, or the transferee,
in the case of a transfer, certifies in the applicable Letter of Transmittal
(or the electronic equivalent) that it is not (i) a broker-dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Issuer or the
Guarantor;


 


(B)                                any such transfer is effected
pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement;


 


(C)                                any such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or


 


34





















 


(D)                               the Registrar receives the
following:


 


(i)                                     if the Holder of such Restricted
Definitive Registered Notes proposes to exchange such Notes for an Unrestricted
Definitive Registered Note, a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item
(1)(d) thereof; or


 


(ii)                                  if the Holder of such Restricted
Definitive Registered Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive
Registered Note, a certificate from such Holder in the form of Exhibit C
hereto, including the certifications in item (4) thereof;


 


and,
in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Registrar
and the Company to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


(3)                                  Unrestricted Definitive
Registered Notes to Unrestricted Definitive Registered Notes. 
A Holder of Unrestricted Definitive Registered Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Registered Note.  Upon receipt
of a request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Registered Notes pursuant to the instructions from the
Holder thereof.


 


(f)                                    Exchange Offer. 
Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Issuer will issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee
will authenticate:


 


(1)                                  one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the
Book-Entry Interests in the Restricted Global Notes accepted for exchange in
the Exchange Offer by Persons that certify in the applicable Letters of
Transmittal (or the electronic equivalent) that (A) they are not
Broker-Dealers, (B) they are not participating in a distribution of the
Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the
Issuer or any Guarantor; and


 


(2)                                  Unrestricted Definitive Registered
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Registered Notes accepted for exchange in the Exchange
Offer.


 


All such Global
Notes issued in connection with the Exchange Offer shall be delivered to, and
deposited with, the Book-Entry Depositary to be held pursuant to the Deposit
Agreement.


 


Concurrently with
the issuance of such Notes, the Trustee will cause the aggregate principal
amount at maturity of the applicable Restricted Global Notes to be reduced
accordingly, and the Issuer will execute and the Trustee will authenticate and
deliver to the Persons designated by the Holders of Definitive Registered Notes
so accepted Unrestricted Definitive Registered Notes in the appropriate
principal amount at maturity.


 


(g)                                 Legends. 
The following legends will appear on the face of all Global Notes and
Definitive Registered Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.


 


35





















 


(1)                                  Private Placement
Legend.


 


(A)                              Except as permitted by subparagraph
(B) below, each Global Note and each Definitive Registered Note (and all Notes
issued in exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:


 


“THIS
NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”)
OR ANY OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION THEREIN MAY BE OFFERED, SOLD, ENCUMBERED, PLEDGED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


 


THE
HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER AND THE GUARANTORS
THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE U.S. SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),
(IV) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
U.S. SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF SUCH NOTES AND, IF SUCH TRANSFER IS IN RESPECT OF LESS THAN
$250,000 OF NOTES, AN OPINION OF COUNSEL, (V) TO INMARSAT INVESTMENTS
LIMITED OR ANY SUBSIDIARY OF INMARSAT GROUP LIMITED OR (VI) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (VI), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


(B)                                Notwithstanding the foregoing, any
Global Note or Definitive Registered Note issued pursuant to subparagraphs
(b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06
(and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Private Placement Legend.


 


(2)                                  Dutch Legend. 
Each Note shall bear a legend in substantially the following form:


 


36





















 


“THIS
NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED IN OR FROM THE
NETHERLANDS, DIRECTLY OR INDIRECTLY, AS PART OF THEIR INITIAL DISTRIBUTION OR
AT ANY TIME THEREAFTER, AND NEITHER THIS OFFERING CIRCULAR NOR ANY OTHER
DOCUMENTS IN RESPECT OF THE NOTES MAY BE DISTRIBUTED OR CIRCULATED, DIRECTLY OR
INDIRECTLY, 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.”


 


(h)                                 Cancellation and/or Adjustment of
Global Notes.  At such time as all Book-Entry Interests in a
particular Global Note have been exchanged for Definitive Registered Notes or a
particular Global Note has been redeemed, repurchased or canceled in whole and
not in part, each such Global Note will be returned to or retained and canceled
by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if
any Book-Entry Interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a Book-Entry Interest in
another Global Note or for Definitive Registered Notes, the principal amount at
maturity of Notes represented by such Global Note will be reduced accordingly
and an endorsement will be made on such Global Note by the Principal Paying
Agent or the Registrar at their direction to reflect such reduction; and if the
Book-Entry Interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a Book-Entry Interest in another Global
Note, such other Global Note will be increased accordingly and an endorsement
will be made on such Global Note by the Principal Paying Agent or the Registrar
or by the Custodian or the Depositary at the direction of either of them to
reflect such increase.


 


(i)                                     General Provisions Relating to
Transfers and Exchanges.


 


(1)                                  To permit registrations of transfers
and exchanges, the Issuer will execute and the Trustee will authenticate Global
Notes and Definitive Registered Notes upon receipt of an Authentication Order
in accordance with Section 2.02 or at the Principal Paying Agent’s or
Registrar’s request.


 


(2)                                  No service charge will be made to a
Holder of a Book-Entry Interest in a Global Note, a Holder of a Global Note or
to a Holder of a Definitive Registered Note for any registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any
stamp duty, stamp duty reserve tax, documentary, transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charges payable pursuant to Section 4.22
by the Issuer and the Guarantor, and other than any such transfer taxes payable
upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and
9.05 hereof).


 


(3)                                  [Reserved].


 


(4)                                  All Global Notes and Definitive
Registered Notes issued upon any registration of transfer or exchange of Global
Notes or Definitive Registered Notes will be the valid obligations of the
Issuer, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Global Notes or Definitive Registered Notes surrendered upon
such registration of transfer or exchange.


 


(5)                                  Neither the Registrar nor the Issuer
will be required:


 


37





















 


(A)                              to issue, to register the transfer
of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under Section 3.02
hereof and ending at the close of business on the day of selection;


 


(B)                                to register the transfer of or to
exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part; or


 


(C)                                to register the transfer of or to
exchange a Note between a record date and the next succeeding Regular Interest
Payment Date.


 


(6)                                  The Issuer, the Paying Agents, the
Registrar, the Trustee and any agent of the Issuer, any Paying, Agent, the
Registrar or the Trustee may deem and treat the Person in whose name any
Definitive Registered Note is registered as the absolute owner of such Note for
the purpose of receiving payment of or on account of the Accreted Value of and,
subject to the provisions of this Indenture, interest on such Definitive
Registered Note and for all other purposes; and neither the Issuer, any Paying
Agent, the Registrar, the Trustee nor any agent of the Issuer, any Paying
Agent, the Registrar or the Trustee shall be affected by any notice to the
contrary.  The Issuer, the Paying Agent,
the Registrar, the Trustee and any agent of the Issuer, the Paying Exchange
Agent, the Registrar or the Trustee may treat the Holder of the Global Note as
the absolute owner thereof for the purposes of receiving payment of or on
account of the Accreted Value of and, subject to the provisions of this
Indenture, interest on, such Global Note and for all other purposes; and
neither the Issuer, the Paying Agent, the Registrar, the Trustee, nor any agent
of the Issuer, the Paying Agent, the Registrar or the Trustee shall be affected
by any notice to the contrary.


 


(7)                                  The Person in whose name any
Definitive Registered Note is registered at the close of business on any record
date with respect to any Regular Interest Payment Date shall be entitled to
receive the interest payable on such Regular Interest Payment Date
notwithstanding any transfer or exchange of such Definitive Registered Note
subsequent to the record date and prior to such Regular Interest Payment Date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such Regular Interest Payment Date, in which case such
defaulted interest shall be paid in accordance with Section 2.12.  The term “record date” as used with respect
to any Regular Interest Payment Date for the Notes shall mean the date
specified as such in the Notes.  Payments
of interest on the Global Note will be made to the Holder of the Global Note on
each Regular Interest Payment Date; provided that,
in the event of an exchange or transfer of a Book-Entry Interest in a Global
Note for Definitive Registered Notes subsequent to a record date or any special
record date and prior to or on the related Interest Payment Date or other
payment date under Section 2.12, any payment of the interest payable on
such payment date with respect to any such Definitive Registered Note shall be
made to the Holder of the Global Note, notwithstanding Section 2.12 or any
other provision hereof to the contrary; and further provided
that, in the event of any transfer or exchange of a Definitive Registered Note
for a Book-Entry Interest in a Global Note subsequent to a record date or any
special record date and prior to or on the related Interest Payment Date or
other payment date under Section 2.12, any payment of the interest payable
on such payment date with respect to any such Definitive Registered Note shall
be made to the Person in whose name such Definitive Registered Note was
registered on such record date notwithstanding Section 2.12.


 


(8)                                  The Trustee will authenticate Global
Notes and Definitive Registered Notes in accordance with the provisions of Section 2.02
hereof.


 


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(9)                                  All certifications, certificates and
Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile.


 


Section 2.07                                Replacement Notes.


 


If any mutilated
Note is surrendered to the Trustee or the Issuer and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the
Issuer will issue and the Trustee, upon receipt of an Authentication Order,
will authenticate a replacement Note if the Trustee’s requirements are
met.  If required by the Trustee or the
Issuer, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee,
any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced.  The Issuer
may charge for its expenses in replacing a Note.


 


Every replacement
Note is an additional obligation of the Issuer and will be entitled to all of
the benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder.


 


Section 2.08                                Outstanding Notes.


 


The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Principal Paying
Agent, the Registrar or the Trustee in accordance with the provisions hereof,
and those described in this Section as not outstanding.  Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Issuer or an
Affiliate of the Issuer holds the Note; however, Notes held by the Parent
Guarantor or a Subsidiary of the Parent Guarantor shall not be deemed to be
outstanding for purposes of Section 3.07(a) hereof.


 


If a Note is
replaced pursuant to Section 2.07 hereof, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a protected purchaser.


 


If the Accreted
Value of any Note is considered paid under Section 4.01 hereof, it ceases
to be outstanding and the original issue discount of it ceases to accrete and
interest on it ceases to accrue.


 


If the Paying
Agent (other than the Parent Guarantor, or a Subsidiary or an Affiliate of it)
holds, on a redemption date or maturity date, money sufficient to pay Notes
payable on that date, then on and after that date such Notes will be deemed to
be no longer outstanding and will cease to accrue interest.


 


Section 2.09                                Treasury Notes.


 


In determining
whether the Holders of the required principal amount at maturity of Notes have
concurred in any direction, waiver or consent, Notes owned by the Issuer or any
Guarantor, or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer or any Guarantor,
will be considered as though not outstanding, except that for the purposes of
determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
will be so disregarded.


 


Section 2.10                                Temporary Notes.


 


(a)                                  Until certificates representing
Notes are ready for delivery, the Issuer may prepare and the Trustee, upon
receipt of an Authentication Order, will authenticate temporary Notes.  Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Issuer considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee.  Without unreasonable delay, the
Issuer will prepare and the Trustee will authenticate Definitive Registered
Notes in exchange for temporary Notes.


 


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(b)                                 Holders of temporary Notes will be
entitled to all of the benefits of this Indenture.


 


Section 2.11                                Cancellation.


 


The Issuer at any
time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent will forward
to the Trustee any Notes surrendered to them for registration of transfer,
exchange or payment.  The Trustee or, at
the direction of the Trustee, the Registrar or the Paying Agent (other than the
Issuer or a Subsidiary) and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
will destroy canceled Notes (subject to the record retention requirement of the
Exchange Act).  Certification of the
destruction of all canceled Notes will be delivered to the Issuer.  The Issuer may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.


 


Section 2.12                                Defaulted Interest.


 


If the Issuer
defaults in a payment of interest on the Notes, it will pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on
the defaulted interest, to the Persons who are Holders on a subsequent special
record date, in each case at the rate provided in the Notes and in Section 4.01
hereof.  The Issuer will notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. 
The Issuer will fix or cause to be fixed each such special record date and
payment date, provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest.  At least 15 days
before the special record date, the Issuer (or, upon the written request of the
Issuer, the Trustee in the name and at the expense of the Issuer) will deliver
to the Holders in accordance with Section 12.02 hereof a notice that
states the special record date, the related payment date and the amount of such
interest to be paid.


 


Section 2.13                                Further Issues.


 


(a)                                  Subject to compliance with Section 4.09
hereof, the Issuer may from time to time issue further notes (the “Additional Notes”) ranking pari passu with Notes and with the same
terms as to status, redemption and otherwise as such Notes (save for the
initial Accreted Value of such Additional Notes (which shall be the same as any
then outstanding Notes) or (after the Full Accretion Date) for the first
payment of interest following the issue date of such Additional Notes).  The Additional Notes will be consolidated and
treated as a single class for all purposes under this Indenture, including,
without limitation, waivers, amendments, redemptions, and offers to purchase.


 


(b)                                 Whenever it is proposed to create
and issue any Additional Notes, the Issuer shall give to the Trustee not less than
five Business Days’ notice in writing of its intention so to do stating the
amount of Additional Notes proposed to be created and issued.


 


Section 2.14                                CUSIP Number and ISIN Number.


 


The Issuer in
issuing the Notes may use a “CUSIP” number and/or an “ISIN” number, and if so,
such CUSIP Number and/or ISIN number shall be included in notices of redemption
or purchase as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP Number and/or ISIN number printed in the
notice or on the Notes, and that reliance may be placed only on the other
identification numbers printed on the Notes. 
The Issuer will promptly notify the Trustee and each Agent of any change
in the CUSIP Number and/or ISIN number.


 


Section 2.15                                Deposit of Moneys.


 


Prior to 10:00 am
(London time), on each Regular Interest Payment Date, the maturity date and
each payment date relating to an Asset Sale Offer or a Change of Control Offer,
and on the


 


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Business
Day immediately following any acceleration of the Notes pursuant to Section 6.02,
the Issuer shall deposit with the Principal Paying Agent in immediately
available funds money (in U.S. Dollars) sufficient to make cash payments due on
such Regular Interest Payment Date, maturity date, or Business Day, as the case
may be.  Subject to receipt of such funds
by such time, the Principal Paying Agent and each Paying Agent shall remit such
payment in a timely manner to the Holders on such Regular Interest Payment
Date, maturity date or Business Day, as the case may be, to the Persons and in
the manner set forth in paragraph 2 of the Notes.


 


ARTICLE 3.


REDEMPTION AND PREPAYMENT


 


Section 3.01                                Notices to Trustee.


 


If the Issuer
elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it must furnish to the Trustee, at least 30 days but not more than 60
days before a redemption date, an Officers’ Certificate setting forth:


 


(1)                                  the clause of this Indenture
pursuant to which the redemption shall occur;


 


(2)                                  the redemption date;


 


(3)                                  the Accreted Value of Notes to be
redeemed; and


 


(4)                                  the redemption price.


 


Section 3.02                                Selection of Notes to Be Redeemed or Purchased.


 


If less than all
of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee shall select Notes for redemption or purchase as follows:


 


(1)                                  if the Notes are listed on any
securities or investment exchange, in compliance with the requirements of the
principal securities or investment exchange on which the Notes are so listed;
or


 


(2)                                  if the Notes are not listed on any
securities or investment exchange or if the relevant securities or investment
exchange has no requirement in that regard, on a pro rata basis.


 


In the event of
partial redemption, the particular Notes to be redeemed or purchased will be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase.


 


The Trustee will
promptly notify the Issuer in writing of the Notes selected for redemption or
purchase and, in the case of any Note selected for partial redemption or purchase,
the principal amount at maturity thereof to be redeemed or purchased.  Notes and portions of Notes selected will be
in amounts of $1,000 principal amount at maturity or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed or purchased,
the entire outstanding amount of Notes held by such Holder, even if not a
multiple of $1,000, shall be redeemed or purchased.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or
purchase also apply to portions of Notes called for redemption or purchase.


 


41





















 


Section 3.03                                Notice of Redemption.


 


At least 30 days
but not more than 60 days before a redemption date, the Issuer will mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 of
this Indenture.


 


The notice will
identify the Notes to be redeemed and will state:


 


(1)                                  the redemption date;


 


(2)                                  the redemption price;


 


(3)                                  if any Note is being redeemed in
part, the portion of the Accreted Value of such Note to be redeemed and that,
after the redemption date upon surrender of such Note, a new Note or Notes in
principal amount at maturity equal to the unredeemed portion will be issued
upon cancellation of the original Note;


 


(4)                                  the name and address of the Paying
Agent(s) to which the Notes are to be surrendered for redemption;


 


(5)                                  that Notes called for redemption
must be surrendered to the Paying Agent to collect the redemption price, plus
accrued and unpaid interest, if any, Additional Amounts, if any, and Additional
Interest, if any;


 


(6)                                  that, unless the Issuer defaults in
making such redemption payment, original issue discount ceases to accrete and
interest, Additional Amounts, if any, and Additional Interest, if any, on Notes
called for redemption cease to accrue on and after the redemption date;


 


(7)                                  the paragraph of the Notes and/or Section of
this Indenture pursuant to which the Notes called for redemption are being
redeemed; and


 


(8)                                  that no representation is made as to
the correctness or accuracy of the CUSIP number, if any, listed in such notice
or printed on the Notes.


 


At the Issuer’s
request, the Trustee will give the notice of redemption in the Issuer’s name
and at its expense; provided, however,
that the Issuer has delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers’ Certificate requesting that the Trustee give such
notice (unless such period is waived or reduced by the Trustee) and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.


 


Section 3.04                                Effect of Notice of Redemption.


 


Once notice of
redemption is mailed in accordance with Section 3.03 hereof, Notes called
for redemption become irrevocably due and payable on the redemption date at the
redemption price.  A notice of redemption
may not be conditional.


 


Section 3.05                                Deposit of Redemption or Purchase Price.


 


One Business Day
prior to the redemption or purchase date, the Issuer will deposit with the
Trustee or with the Principal Paying Agent money in US Dollars sufficient to
pay the redemption or purchase price of, and accrued interest,  Additional Amounts, and Additional Interest,
if any, on all Notes to be redeemed or purchased on that date.  The Trustee or the Principal Paying Agent
will


 


42





















 


promptly
return to the Issuer any money deposited with the Trustee or the Principal
Paying Agent by the Issuer in excess of the amounts necessary to pay the
redemption or purchase price of, and accrued interest,  Additional Amounts and Additional Interest,
if any, on, all Notes to be redeemed or purchased.


 


If the Issuer
complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest will cease to accrue on the Notes or the
portions of Notes called for redemption or purchase (unless the Issuer defaults
in the payment of the relevant redemption or purchase price).  Subject to Section 2.07(i)(7), if a Note
is redeemed or purchased on or after an interest record date but on or prior to
the related Regular Interest Payment Date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close
of business on such record date.  If any
Note called for redemption or purchase is not so paid upon surrender for
redemption or purchase because of the failure of the Issuer to comply with the
preceding paragraph, interest shall be paid on the unpaid Accreted Value, from
the redemption or purchase date until such Accreted Value is paid, and to the
extent lawful on any interest not paid on such unpaid Accreted Value, in each
case, at the rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06                                Notes Redeemed or Purchased in Part.


 


Upon surrender of
a Definitive Registered Note that is redeemed or purchased in part, the Issuer
will issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Issuer a new Definitive
Registered Note equal in principal amount at maturity to the unredeemed or
unpurchased portion of the Note surrendered.


 


Section 3.07                                Optional Redemption.


 


(a)                                  At any time prior to November 15,
2007, the Issuer may on any one or more occasions redeem up to 35%, or 100% but
not less than 100%, of the principal amount at maturity of the Notes issued
under this Indenture at a redemption price of (expressed as a percentage of
Accreted Value) 110.375% of the Accreted Value of the Notes redeemed, plus
accrued and unpaid Additional Interest, if any, to the redemption date, with
the net cash proceeds of one or more Public Equity Offerings received by the
Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor; provided that:


 


(1)                                  if less than all of the Notes are
redeemed, at least 65% of the principal amount at maturity of Notes originally
issued under this Indenture (excluding Notes held by Inmarsat Holdings Limited
and its Affiliates) remains outstanding immediately after the occurrence of
such redemption; and


 


(2)                                  the redemption occurs within 90 days
of the date of the closing of such Public Equity Offering.


 


(b)                                 At any time prior to November 15,
2008, the Issuer may redeem all or a part of the Notes upon not less than 30
nor more than 60 days notice mailed by first-class mail to each Holder’s
registered address, at a redemption price equal to 100% of the Accreted Value
of Notes redeemed plus the Applicable Premium (calculated as of a date no more
than three Business Days prior to the relevant redemption notice) as of, and
accrued and unpaid Additional Interest, if any, to the redemption date, subject
to the rights of Holders on the relevant record date to receive interest due on
the relevant Regular Interest Payment Date.


 


(c)                                  On or after November 15, 2008,
the Issuer may also redeem all or a part of the Notes upon not less than 30 nor
more than 60 days notice, at the redemption prices (expressed as percentages of
the principal amount at maturity) set forth below plus accrued and unpaid
interest, Additional Amounts and Additional Interest, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period
beginning on November 15 of the years indicated below,


 


43





















 


subject to the rights of Holders on
the relevant record date to receive interest on the relevant Regular Interest
Payment Date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2008

  	
   

  	
  105.188

  	
  %

  
	
  2009

  	
   

  	
  103.458

  	
  %

  
	
  2010

  	
   

  	
  101.729

  	
  %

  
	
  2011 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(d)                                 Any redemption pursuant to this Section 3.07
shall be made pursuant to the provisions of Section 3.01 through 3.06
hereof.


 


Section 3.08                                Mandatory Redemption.


 


The Issuer is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.


 


Section 3.09                                Offer to Purchase by Application of Excess Proceeds.


 


In the event that,
pursuant to Section 4.10 hereof, the Issuer is required to commence an
offer to all Holders to purchase Notes (an “Asset Sale Offer”),
it will follow the procedures specified below.


 


Any Asset Sale
Offer shall be made to all Holders and all holders of other Indebtedness that
is pari passu with the Notes (or has been
issued by a Finance Subsidiary of Inmarsat Holdings Limited and guaranteed by
at least Inmarsat Holdings Limited on a pari
passu basis) containing provisions similar to those set forth in
this clause 3.09 and clause 4.10 hereof. 
The Asset Sale Offer will remain open for a period of at least 20
Business Days following its commencement and not more than 30 Business Days,
except to the extent that a longer period is required by applicable law (the “Offer Period”).  No
later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer will apply all Excess Proceeds (the
“Offer
Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer
Amount has been tendered, all Notes and other Indebtedness tendered in response
to the Asset Sale Offer.  Payment for any
Notes so purchased will be made in the same manner as interest payments are
made.


 


Subject to Section 2.07(i)(7),
if the Purchase Date is on or after an interest record date and on or before
the related Regular Interest Payment Date, any accrued and unpaid
interest,  Additional Amounts, and
Additional Interest, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.


 


Upon the
commencement of an Asset Sale Offer, the Issuer will send, by first class mail,
a notice to the Trustee and each of the Holders, with a copy to the
Trustee.  The notice will contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer.  The
notice, which will govern the terms of the Asset Sale Offer, will state:


 


(1)                                  that the Asset Sale Offer is being
made pursuant to this Section 3.09 and Section 4.10 hereof and the
length of time the Asset Sale Offer will remain open;


 


(2)                                  the Offer Amount, the purchase price
and the Purchase Date;


 


(3)                                  that any Note not tendered or
accepted for payment will continue to accrue interest;


 


44










 













 


(4)                                  that, unless the Issuer defaults in
making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer will cease to accrete original issue discount or accrue interest (as
applicable) after the Purchase Date;


 


(5)                                  that Holders electing to have a Note
purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in
integral multiples of principal amount at maturity of $1,000 only;


 


(6)                                  that Holders electing to have Notes
purchased pursuant to any Asset Sale Offer will be required to surrender the
Note, with the form entitled “Option of Holder to Elect Purchase” attached to
the Notes completed, or transfer by book-entry transfer, to the Issuer, a
Depositary, if appointed by the Issuer, or a Paying Agent at the address
specified in the notice at least three Business Days before the Purchase Date;


 


(7)                                  that Holders will be entitled to
withdraw their election if the Issuer, the Depositary or the Paying Agent, as
the case may be, receives, not later than the expiration of the Offer Period, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount at maturity of the Note the Holder delivered for
purchase and a statement that such Holder is withdrawing his election to have
such Note purchased;


 


(8)                                  that, if the aggregate Accreted
Value of Notes and other pari passu
Indebtedness surrendered by holders thereof exceeds the Offer Amount, the
Issuer will select the Notes and other pari passu
Indebtedness to be purchased on a pro rata
basis based on the Accreted Value of Notes and such other pari passu
Indebtedness surrendered (with such adjustments as may be deemed appropriate by
the Issuer so that only Notes in denominations of $1,000 principal amount at
maturity, or integral multiples thereof, will be purchased); and


 


(9)                                  that Holders whose Notes were
purchased only in part will be issued new Notes equal in principal amount at
maturity to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).


 


On or before the
Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the Asset
Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and will deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officers’ Certificate stating that such
Notes or portions thereof were accepted for payment by the Issuer in accordance
with the terms of this Section 3.09. 
The Issuer or the Principal Paying Agent, as the case may be, will
promptly (but in any case not later than five days after the Purchase Date)
mail or deliver to each tendering Holder an amount equal to the purchase price
of the Notes tendered by such Holder and accepted by the Issuer for purchase,
and the Issuer will promptly issue a new Note, and the Trustee, upon written
request from the Issuer will authenticate and mail or deliver (or cause to be
transferred by book entry) such new Note to such Holder, in a principal amount
at maturity equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly
mailed or delivered by the Issuer to the Holder thereof.  The Issuer will publicly announce the results
of the Asset Sale Offer on the Purchase Date.


 


Other than as
specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09
shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


 


Section 3.10                                Redemption for Changes in Withholding Taxes


 


(a)                                  The Issuer may, at its option,
redeem all (but not less than all) of the Notes then outstanding at a
redemption price of 100% of the Accreted Value thereof, plus accrued and unpaid
interest to the date of redemption, if the Issuer has become, or would become,
after taking reasonable measures, if any, available to it to avoid it, obliged
to pay, on the next date on which any amount


 


45





















 


would be payable with
respect to the Notes, any Additional Amounts as a result of any change in laws
or treaties (including any regulations promulgated thereunder) or in any
interpretation, administration or application regarding such laws, treaties or
regulations, if such change is announced and becomes effective on or after the
Issue Date.  Notice of any such
redemption must be given within 60 days of the effectiveness of any such
change.


 


(b)                                 For the avoidance of doubt, measures
will be deemed not to be “reasonable” if they would breach any provision of Section 4.24.  For the further avoidance of doubt, the
Issuer shall not be entitled to redeem the Notes as a consequence of the
adoption of the European Council Directive 2003/48/EC or any other Directive
implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000
on the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive.


 


ARTICLE 4.


COVENANTS


 


Section 4.01                                Payment of Notes.


 


The Issuer will
pay or cause to be paid the Accreted Value of, premium, if any, and interest
and Additional Amounts, if any, and Additional Interest, if any, on the Notes
on the dates and in the manner provided in the Notes and the Paying Agency
Agreement.  Accreted Value, premium,
interest, Additional Amounts and Additional Interest, if any, will be
considered paid on the date due if the Paying Agent, if other than the Parent
Guarantor or a Restricted Subsidiary thereof, holds as of 10:00 a.m. Eastern
Time on the due date money deposited by the Issuer in immediately available
funds and designated for and sufficient to pay all Accreted Value, premium, if
any, and interest then due.


 


The Issuer will
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in
excess of the then applicable interest rate on the Notes to the extent lawful;
it will pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Additional Amounts,
if any, and Additional Interest, if any (without regard to any applicable grace
period) at the same rate to the extent lawful.


 


Section 4.02                                Maintenance of Paying Agents, a
Registrar and Transfer Agents.


 


The Issuer shall
appoint and at all times maintain pursuant to one or more agreements (each a “Paying Agency Agreement”) the Paying
Agents, a Registrar and Transfer Agents as required by and in accordance with Section 2.03
hereof.


 


Section 4.03                                Reports.


 


(a)                                  Whether or not Inmarsat Holdings
Limited is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act or otherwise is required to report on an annual basis on forms
provided for such annual and quarterly reporting pursuant to rules and
regulations promulgated by the U.S. SEC, Inmarsat Holdings Limited shall file
with, or furnish to, the SEC and provide the Trustee and Holders of Notes with:


 


(1)                                  within 120 days after the end
of each financial year, annual reports on Form 20-F (or any successor
form) containing the information required to be contained therein (or in such
successor form), including financial statements prepared in accordance with
GAAP and a reconciliation to U.S. GAAP of total revenue, EBITDA, net income
(loss), total equity and such other items as are required by Form 20-F;
and


 


(2)                                  within 60 days after the end of each
of the first three financial quarters of each financial year (or such shorter
period as the SEC may in the future prescribe), reports on


 


46





















 


Form 6-K (or any successor form) setting forth (i) unaudited
consolidated financial statements of Inmarsat Holdings Limited, prepared in
accordance with GAAP, covering the period commencing with the first day
following Inmarsat Holdings Limited’s most recently completed financial year to
the last day of such financial quarter, together with the comparable period in
the preceding financial year, in each case, together with a reconciliation to
U.S. GAAP of total revenue, EBITDA, net income (loss), total equity and such
other items as are required by Form 20-F and (ii) an “Operating Review and
Financial Prospects” covering the periods referred to in clause (i) above, in
the form specified by Item 5 of Form 20-F and otherwise in substantially the
form of the “Operating and Financial Review and Prospects” section included
the Offering Circular;


 


provided, however, that Inmarsat Holdings Limited
shall have no obligation to file such reports with, or to furnish such reports
to, the SEC (but shall nevertheless provide them to the Trustee and to Holders
of the Notes) prior to the first date on which the Exchange Offer Registration
Statement or the shelf registration statement referred to in the Registration
Rights Agreement is declared effective by the SEC.


 


(b)                                 If, at any time after consummation
of the Exchange Offer, Inmarsat Holdings Limited is no longer subject to the
periodic reporting requirements of the Exchange Act for any reason, Inmarsat Holdings
Limited shall nevertheless continue filing the reports specified in the
preceding paragraph with the SEC within the time periods specified above unless
the SEC will not accept such a filing. Inmarsat Holdings Limited agrees that it
shall not take any action for the purpose of causing the SEC not to accept any
such filings. If, notwithstanding the foregoing, the SEC will not accept
Inmarsat Holdings Limited filings for any reason, Inmarsat Holdings Limited
shall (i) furnish the reports to the Trustee and (ii) post the reports referred
to in the preceding paragraph on its website within the time periods that would
apply if Inmarsat Holdings Limited were required to file those reports with the
SEC.


 


(c)                                  In addition to the foregoing,
Inmarsat Holdings Limited shall provide the Trustee and Holders of Notes,
within 10 days after it files with, or furnishes to, the SEC copies of any
other information, documents and reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which it is
required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act or is required to furnish to the SEC pursuant to this Indenture.


 


(d)                                 If Inmarsat Holdings Limited shall
have designated any of its Subsidiaries as Unrestricted Subsidiaries, then the
quarterly and annual financial information required by the preceding paragraph
shall include a reasonably detailed presentation, either on the face of the
financial statements or in the notes and footnotes thereto, and in the
“Operating Review and Financial Prospects,” of the financial condition and
results of operations of Inmarsat Holdings Limited and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of Inmarsat Holdings Limited.


 


(e)                                  The Issuer and the Guarantors agree
that, for so long as any Notes remain outstanding, at any time they are not
required to file the reports required by the preceding paragraphs with the SEC,
they will furnish to the Trustee and to the Holders of Notes, securities
analysts and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
In addition, for so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require, all such reports shall be
available at the office of the Luxembourg Paying Agent.


 


Section 4.04                                Compliance Certificate.


 


(a)                                  The Issuer and each Guarantor (to
the extent that such Guarantor is so required under the TIA) shall deliver to
the Trustee, within 90 days after the end of each financial year, an Officers’
Certificate stating that a review of the activities of the Issuer or such
Guarantor (as applicable) and its


 


47





















 


Subsidiaries during the
preceding financial year has been made under the supervision of the signing
Officers with a view to determining whether the Issuer and the Guarantors have
kept, observed, performed and fulfilled their obligations under this Indenture,
and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge the Issuer and the Guarantors have kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event
of Default has occurred, describing all such Defaults or Events of Default of
which he or she shall have knowledge and what action the Issuer is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Issuer is taking or proposes to take with respect thereto.


 


(b)                                 So long as not contrary to the then
current recommendations of applicable professional accounting bodies, the
year-end financial statements delivered pursuant to Section 4.03 above
shall be accompanied by a written statement of the Issuer’s independent public
accountants (who shall be a firm of established international reputation) that
in making the examination necessary for certification of such financial
statements, nothing has come to their attention that would lead them to believe
that the Issuer or the Guarantors have violated any provisions of Article 4
or Article 5 hereof or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.


 


(c)                                  So long as any of the Notes are
outstanding, the Issuer and each Guarantor will deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default or Event of Default,
an Officers’ Certificate specifying such Default or Event of Default and what
action the Issuer and the Guarantors are taking or proposes to take with
respect thereto.


 


Section 4.05                                Taxes.


 


The Issuer shall
pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all
material taxes, assessments, and governmental levies except such as are
contested in good faith and by appropriate proceedings or where the failure to
effect such payment is not adverse in any material respect to the Holders.


 


Section 4.06                                Stay, Extension and Usury Laws.


 


The Issuer and
each of the Guarantors covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Issuer and each of the
Guarantors (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law has been enacted.


 


Section 4.07                                Restricted Payments.


 


(a)                                  Inmarsat Holdings Limited will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly:


 


(1)                                  declare or pay any dividend or make
any other payment or distribution on account of Inmarsat Holdings Limited’s or
any of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger, consolidation,
amalgamation or other business combination involving Inmarsat Holdings Limited
or any of


 


48





















 


its Restricted Subsidiaries) or to the direct or indirect
holders of Inmarsat Holdings Limited’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Shares) of
Inmarsat Holdings Limited, or to the Parent Guarantor or a Restricted
Subsidiary of Inmarsat Holdings Limited);


 


(2)                                  purchase, redeem or otherwise
acquire or retire for value (including without limitation, in connection with
any merger, consolidation, amalgamation or other business combination involving
Inmarsat Holdings Limited) any Equity Interests of Inmarsat Holdings Limited or
any direct or indirect parent of Inmarsat Holdings Limited;


 


(3)                                  make any payment on or with respect
to, or purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness of Inmarsat Holdings Limited or any Restricted Subsidiary that is
contractually subordinated to the Notes, any Guarantee of the Notes or the
Subordinated Intercompany Note Proceeds Loan (excluding any intercompany
Indebtedness between or among Inmarsat Holdings Limited and any of its
Restricted Subsidiaries), except a payment of interest or principal at the
original Stated Maturity thereof;


 


(4)                                  make any Restricted Investment; or


 


(5)                                  pay any interest or principal on the
Subordinated Preference Certificates outstanding on the Issue Date (other than
by way of accretion of original issue discount or capitalization of interest to
principal) or on any Subordinated Shareholder Funding incurred pursuant to
clause (13) of the second paragraph of Section 4.09 (all such payments and
other actions set forth in these clauses (1) through (5) above being
collectively referred to as “Restricted Payments”),


 


unless, at the time of and after giving effect to such
Restricted Payment:


 


(1)                                  no Default or Event of Default has
occurred and is continuing or would occur as a consequence of such Restricted
Payment; and


 


(2)                                  Inmarsat Holdings Limited would, at the
time of such Restricted Payment and after giving pro forma effect thereto as if
such Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
clause (i) of Section 4.09(a); and


 


(3)                                  such Restricted Payment, together
with the aggregate amount of all other Restricted Payments made by Inmarsat
Holdings Limited and its Restricted Subsidiaries since the Issue Date
(excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7),
(8) and (11) of paragraph (b) below), is less than the sum, without duplication
of:


 


(A)                              50% of the Adjusted Consolidated Net
Income of Inmarsat Holdings Limited for the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after the
Issue Date to the end of Inmarsat Holdings Limited’s most recently ended fiscal
quarter for which internal financial statements are available at the time of
such Restricted Payment (or, if such Adjusted Consolidated Net Income for such
period is a deficit, less 100% of such deficit), plus


 


(B)                                100% of the aggregate net cash
proceeds and Fair Market Value of Marketable Securities received by Inmarsat
Holdings Limited since the Issue Date as a contribution to its ordinary equity
capital or from the issue or sale of Equity Interests of Inmarsat Holdings
Limited (other than Disqualified Shares) or from the issue or sale of
convertible or exchangeable Disqualified Shares or convertible or


 


49





















 


exchangeable
debt securities of Inmarsat Holdings Limited that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or Disqualified
Shares or debt securities) sold to a Subsidiary of Inmarsat Holdings Limited), plus


 


(C)                                100% of the net cash proceeds
received by Inmarsat Holdings Limited in connection with the incurrence of any
Subordinated Shareholder Funding after the Issue Date; plus


 


(D)                               an amount equal to the aggregate net
reduction in Restricted Investments (other than any such Restricted Investment
made pursuant to paragraphs (1) to (11) of the next succeeding paragraph) made
after the Issue Date by Inmarsat Holdings Limited or any Restricted Subsidiary
and resulting from the repurchase, repayment or redemption of such Restricted
Investments for cash, or from cash proceeds realized on the sale of all or part
of such Investment or representing a return of capital (excluding dividends)
with respect thereto; provided, however,
that the foregoing net reduction shall not exceed the amount (in respect of any
Person) of the Restricted Investment previously made (and treated as a
Restricted Payment) by Inmarsat Holdings Limited or any Restricted Subsidiary
in such Person; plus


 


(E)                                 to the extent that any Unrestricted
Subsidiary of Inmarsat Holdings Limited designated as such after the Issue Date
is redesignated as a Restricted Subsidiary after the Issue Date, the lesser of
(i) the Fair Market Value of Inmarsat Holdings Limited’s Investment in such
Subsidiary as of the date of such redesignation or (ii) the sum of (A) such
Fair Market Value as of the date on which such Subsidiary was originally
designated as an Unrestricted Subsidiary after the Issue Date and (B) the
amount of any subsequent Investment by Inmarsat Holdings Limited and its
Restricted Subsidiaries in such Unrestricted Subsidiary made (and treated as a
Restricted Payment) after the Issue Date and after the original date of
designation; plus


 


(F)                                 50% of any dividends received in
cash by Inmarsat Holdings Limited or a Restricted Subsidiary of it after the
Issue Date from an Unrestricted Subsidiary of Inmarsat Holdings Limited, to the
extent that such dividends were not otherwise included in Consolidated Net
Income of Inmarsat Holdings Limited for such period.


 


(b)                                 So long as no Event of Default or
Default that is not capable of cure has occurred and is continuing and no
Default or Event of Default would be caused thereby, the provisions of Section 4.07(a)
will not prohibit:


 


(1)                                  the payment of any dividend within
60 days after the date of declaration of the dividend, if at the date of
declaration the dividend payment would have complied with the provisions of
this Indenture;


 


(2)                                  the making of any Restricted Payment
in exchange for, or out of the net cash proceeds of the substantially
concurrent sale (other than to a Subsidiary of Inmarsat Holdings Limited) of,
Equity Interests of Inmarsat Holdings Limited (other than Disqualified Shares)
or from the substantially concurrent contribution of ordinary equity capital to
Inmarsat Holdings Limited; provided that
the amount of any such net cash proceeds that are utilized for any such
Restricted Payment shall be excluded from clause (3)(B) of the second paragraph
of Section 4.07(a);


 


(3)                                  the defeasance, redemption,
repurchase or other acquisition of Indebtedness of Inmarsat Holdings Limited or
any Restricted Subsidiary that is contractually subordinated to the Notes, any
Guarantee of the Notes or the Subordinated Intercompany Note Proceeds


 


50





















 


Loan with the net cash proceeds from a substantially
concurrent incurrence of Permitted Refinancing Indebtedness;


 


(4)                                  the payment of any dividend (or, in
the case of any partnership or limited liability company, any similar
distribution) by a Restricted Subsidiary of Inmarsat Holdings Limited to the
holders of such Restricted Subsidiary’s ordinary Equity Interests on a pro rata
basis;


 


(5)                                  (A) the repurchase, redemption or
other acquisition or retirement for value of any Equity Interests of Inmarsat
Holdings Limited or any Holdco of Inmarsat Holdings Limited or any Restricted
Subsidiary of Inmarsat Holdings Limited held by any current or former officer,
director or employee of Inmarsat Holdings Limited or any of its Restricted
Subsidiaries that are issued on the Issue Date or issued to such Persons
following the Issue Date pursuant to any share option scheme, compensation
plan, incentive scheme or similar arrangement or (B) the purchase, in the open
market, at any time following the initial public offering of Inmarsat Holdings
Limited or a Holdco of Inmarsat Holdings Limited, of listed ordinary shares of
Inmarsat Holdings Limited or such Holdco to be reserved for issuance upon
exercise of options issued to any current or former officer, director or
employee of Inmarsat Holdings Limited or any Restricted Subsidiary pursuant to
any share option scheme, compensation plan, incentive scheme or similar arrangement;
provided that the aggregate price
paid for all such repurchased, redeemed, acquired, retired or purchased Equity
Interests referred to in clauses (A) and (B) may not exceed $5.0 million in any
twelve-month period;


 


(6)                                  the repurchase of Equity Interests
deemed to occur upon the exercise of share options to the extent such Equity
Interests represent a portion of the exercise price of those  share options;


 


(7)                                  the repurchase, redemption, or other
acquisition for value of Share Capital of Inmarsat Holdings Limited or any
Holdco of Inmarsat Holdings Limited or any Restricted Subsidiary of Inmarsat
Holdings Limited or any Holdco of Inmarsat Holdings Limited representing
fractional shares of such Share Capital in connection with a share dividend,
distribution, share split, reverse share split, merger, consolidation,
amalgamation or other business combination of Inmarsat Holdings Limited, such
Holdco or such Restricted Subsidiary, in each case, permitted under this
Indenture;


 


(8)                                  the declaration and payment of
regularly scheduled or accrued dividends to holders of any class or series of
Disqualified Shares of Inmarsat Holdings Limited issued on or after the Issue
Date in accordance with Section 4.09(a);


 


(9)                                  following a public offering of the
ordinary shares of Inmarsat Holdings Limited or of any Holdco of Inmarsat
Holdings Limited, the payment of dividends on ordinary shares of Inmarsat
Holdings Limited up to 6% per annum of the net cash proceeds received by
Inmarsat Holdings Limited in any such public offering or any subsequent public
offering of such ordinary shares, or the net cash proceeds of any such public
offering or subsequent public offering of such ordinary shares by any Holdco of
Inmarsat Holdings Limited that are contributed in cash to Inmarsat Holdings
Limited’s equity (other than through the issuance of Disqualified Shares) or
loaned to Inmarsat Holdings Limited in the form of a Subordinated Shareholder
Funding; provided that if such
public offering was of ordinary shares of a Holdco of Inmarsat Holdings
Limited, the net proceeds of any such dividend are used to fund an equal
dividend on the ordinary shares of such Holdco;


 


(10)                            Permitted Parent Payments; and


 


(11)                            Redemption of Subordinated
Preference Certificates with the proceeds of the issuance of the Notes within
30 days following the Issue Date.


 


51





















 


The amount of all
Restricted Payments (other than cash) will be the Fair Market Value on the date
of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued by Inmarsat Holdings Limited or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
covenant will be determined in good faith by the Board of Directors whose
resolution with respect thereto will be delivered to the Trustee. The Board of
Directors’ determination must be based upon an opinion or appraisal issued by a
Qualified Expert if the estimated Fair Market Value thereof exceeds $15.0
million.


 


Section 4.08                                Dividend and Other Payment
Restrictions Affecting Subsidiaries.


 


(a)                                  Inmarsat Holdings Limited shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to:


 


(1)                                  pay dividends or make any other
distributions on its Share Capital to Inmarsat Holdings Limited or any of its Restricted
Subsidiaries, or with respect to any other interest or participation in, or
measured by, its profits; or


 


(2)                                  pay any Indebtedness owed to
Inmarsat Holdings Limited or any of its Restricted Subsidiaries; or


 


(3)                                  make loans or advances to Inmarsat
Holdings Limited or any of its Restricted Subsidiaries; or


 


(4)                                  transfer any of its properties or
assets to Inmarsat Holdings Limited or any of its Restricted Subsidiaries.


 


(b)                                 The restrictions in Section 4.08(a)
will not apply to encumbrances or restrictions existing under or by reason of:


 


(1)                                  agreements governing Existing
Indebtedness, the Senior Credit Agreement, the Intercreditor Agreement and any
security document relating to the Senior Credit Agreement, in each case, as in
effect on the Issue Date, and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of
those agreements; provided that
(i) the encumbrances or restrictions in such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacement or
refinancings are (A) no more restrictive or (B) not materially less favorable
to the Holders of the Notes, taken as a whole and determined in good faith by
the Board of Directors, than the dividend and other payment restrictions
contained in the relevant agreement existing on the Issue Date and (ii) either
(A) the final Stated Maturity of the Indebtedness as so amended is prior to the
final Stated Maturity of the Notes or (B) such Indebtedness permits payments to
be made to the Issuer (pursuant to the Subordinated Intercompany Note Proceeds
Loan or otherwise) to fund the repayment of the Notes at final Stated Maturity;


 


(2)                                  this Indenture, the Notes (including
any Additional Notes), the Guarantees of the Notes (including any Guarantee of
Additional Notes), the Priority Deed and the Note Security Documents;


 


(3)                                  any applicable law, rule, regulation
or order;


 


(4)                                  any instrument governing
Indebtedness of a Person acquired by Inmarsat Holdings Limited or any of its
Restricted Subsidiaries, as in effect at the time of such acquisition (except
to the extent such Indebtedness was incurred in connection with or in
contemplation of such acquisition), which encumbrance or restriction is not
applicable to any


 


52





















 


Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired; provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to
be incurred;


 


(5)                                  customary non-assignment provisions
in contracts and licenses entered into in the ordinary course of business;


 


(6)                                  purchase money obligations for
property acquired in the ordinary course of business and Capital Lease
Obligations that impose restrictions on the property purchased or leased of the
nature described in clause (4) of

Section 4.08(a);


 


(7)                                  any agreement for the sale or other
disposition of a Restricted Subsidiary that restricts distributions by that Restricted
Subsidiary pending the sale or other disposition;


 


(8)                                  Permitted Refinancing Indebtedness
constituting Senior Debt of a Guarantor or Indebtedness of a Restricted
Subsidiary that is not a Guarantor; provided
that the restrictions and encumbrances contained in the agreements
governing such Permitted Refinancing Indebtedness are either (i) no more
restrictive or (ii) not materially less favorable to the Holders of the Notes,
taken as a whole and determined in good faith by the Board of Directors, than
the dividend and other payment restrictions contained in the Indebtedness being
refinanced;


 


(9)                                  Liens permitted to be incurred under
the provisions of Section 4.12 hereof that limit the right of the debtor
to dispose of the assets subject to such Liens;


 


(10)                            any agreement or instrument relating
to Indebtedness of a Restricted Subsidiary that is not a Guarantor or Senior
Debt of a Guarantor, in each case, permitted to be incurred after the Issue
Date under Section 4.09 if (A) the restrictions and encumbrances contained
in the agreements governing such Indebtedness are either (i) no more
restrictive or (ii) not materially less favorable to the Holders of the Notes,
taken as a whole and determined in good faith by the Board of Directors, than
the dividend and other payment restrictions contained in the Senior Credit
Agreement and the Original Intercreditor Agreement, in each case, as in effect
on the Issue Date and (B) either (i) the final Stated Maturity of the Senior
Debt is prior to the final Stated Maturity of the Notes or (ii) such Senior
Debt permits payments to be made to the Issuer (pursuant to the Subordinated
Intercompany Note Proceeds Loan or otherwise) to fund the repayment of the
Notes at final Stated Maturity;


 


(11)                            customary provisions limiting the
disposition or distribution of assets or property in joint venture agreements,
asset sale agreements, sale and leaseback agreements, share sale agreements and
other similar agreements entered into with the approval of the Board of
Directors, which limitation is applicable only to the assets that are the
subject of such agreements; and


 


(12)                            restrictions on cash or other
deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business.


 


Section 4.09                                Incurrence of Indebtedness and
Issuance of Preference Shares.


 


(a)                                  Inmarsat Holdings Limited will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any
Indebtedness (including Acquired Debt), and Inmarsat Holdings Limited will not
issue any Disqualified Shares and will not permit any of its Restricted
Subsidiaries to issue any preference shares; provided,
however, that (i) Inmarsat Holdings Limited may incur Indebtedness
(including Acquired Debt) or issue Disqualified Shares and Restricted
Subsidiaries of Inmarsat Holdings Limited


 


53





















 


(other than Inmarsat
Group Limited and its Restricted Subsidiaries) may incur Indebtedness
(including Acquired Debt) or issue preference shares, in each case, if Inmarsat
Holdings Limited’s Fixed Charge Coverage Ratio for its most recently ended four
full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Shares or preference shares are issued would have
been no less than 1.75 to 1 and (ii) Inmarsat Group Limited and its Restricted
Subsidiaries may incur Indebtedness (including Acquired Debt) or issue
preference shares if Inmarsat Group Limited’s Fixed Charge Cover Ratio for its
most recently ended four fiscal quarters for which financial statements are
available immediately proceeding the date on which such additional Indebtedness
is incurred or such preference shares are issued would have been no less than
2.0 to 1, in each case, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred or Disqualified Shares or preference shares had been issued,
as the case may be, at the beginning of such four-quarter period.


 


(b)                                 The provisions of Section 4.09(a)
will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, “Permitted Debt”):


 


(1)                                  the incurrence by Inmarsat Group
Limited and any of its Restricted Subsidiaries of Indebtedness (and letters of
credit and bank guarantees) under Credit Facilities in an aggregate principal
amount at any one time outstanding under this clause (1) (with letters of
credit and bank guarantees being deemed to have a principal amount equal to the
maximum potential liability of Inmarsat Group Limited and its Restricted
Subsidiaries thereunder) not to exceed $975 million less the aggregate amount of all
repayments, optional or mandatory, of the principal of any term or capital
expenditure Indebtedness under such Credit Facilities (other than repayments
that are concurrently refunded or refinanced with additional Indebtedness under
Credit Facilities) that have been made by Inmarsat Group Limited or any of its
Restricted Subsidiaries since the Issue Date and less the aggregate amount of all commitment reductions with
respect to any revolving credit borrowings under a Credit Facility that have
been made by Inmarsat Group Limited or any of its Restricted Subsidiaries since
the Issue Date (including those required pursuant to Section 4.10);


 


(2)                                  the incurrence by Inmarsat Group
Limited and its Restricted Subsidiaries of Indebtedness under or in the form of
letters of credit, bank guarantees, short-term credit and overdraft facilities
in an aggregate principal amount at any one time outstanding under this
clause (2) (with letters of credit, guarantees and overdraft facilities
being deemed to have a principal amount equal to the maximum potential
liability of Inmarsat Group Limited and its Restricted Subsidiaries thereunder)
not to exceed $12.0 million;


 


(3)                                  the incurrence by Inmarsat Group
Limited and its Restricted Subsidiaries of Existing Indebtedness (other than
Indebtedness described in clauses (1), (2) and (4) of this Section 4.09(b));


 


(4)                                  the incurrence by the Issuer and the
Guarantors of Indebtedness represented by the Notes to be issued on the Issue
Date (and any Notes issued in payment of Additional Interest with respect
thereto) and the related Guarantees of such Notes, and the Exchange Notes to be
issued pursuant to the Registration Rights Agreement and the related Guarantees
of such Notes, and the incurrence by Inmarsat Holdings Limited of the
Subordinated Intercompany Note Proceeds Loan on the Issue Date (for the
avoidance of doubt, no Additional Notes (save in payment of Additional Interest)
may be issued in reliance on this clause (4));


 


(5)                                  the incurrence by Inmarsat Group
Limited or any of its Restricted Subsidiaries of Indebtedness represented by
Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, incurred for the purpose of financing all or any part of the
purchase price or cost of design, construction, installation or improvement of


 


54





















 


property, plant or equipment used in the business of Inmarsat
Group Limited or any of its Restricted Subsidiaries, whether through the direct
purchase of assets or the ordinary shares of any Person owning such assets
(including any Indebtedness deemed to be incurred in connection with such
purchase), in an aggregate principal amount, including all Permitted
Refinancing Indebtedness incurred to refund, refinance, replace, defease or
discharge any Indebtedness incurred pursuant to this clause (5), not to
exceed $20.0 million at any time outstanding;


 


(6)                                  the incurrence by Inmarsat Holdings
Limited or any of its Restricted Subsidiaries of Permitted Refinancing
Indebtedness in exchange for, or the net proceeds of which are used to refund,
refinance, replace, defease or discharge Indebtedness (other than intercompany
Indebtedness (provided that the Senior Notes Funding Loan and/or the
Subordinated Intercompany Note Proceeds Loan may be refunded or refinanced to
the extent required in connection with any permitted refinancing of the Notes
or the Existing Senior Notes) that was permitted by this Indenture to be
incurred under Section 4.09(a) or clauses (3), (4) or (6) of
this Section 4.09(b);


 


(7)                                  the incurrence by Inmarsat Holdings
Limited or any of its Restricted Subsidiaries of intercompany Indebtedness
between or among Inmarsat Holdings Limited and any of its Restricted
Subsidiaries; provided, however,
that:


 


(A)                              if Inmarsat Holdings Limited or any
other Guarantor is the obligor on such Indebtedness and the payee is not
Inmarsat Holdings Limited or a Guarantor, such Indebtedness must be expressly
subordinated in right of payment to the prior payment in full in cash of all
Obligations with respect to the relevant Guarantee of the Notes; and


 


(B)                                (i) any subsequent issuance or
transfer of Equity Interests that results in any such Indebtedness being held
by a Person other than Inmarsat Holdings Limited or a Restricted Subsidiary of
Inmarsat Holdings Limited and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either Inmarsat Holdings Limited or a Restricted
Subsidiary of Inmarsat Holdings Limited will be deemed, in each case, to
constitute an incurrence of such Indebtedness by Inmarsat Holdings Limited or
such Restricted Subsidiary, as the case may be, that was not permitted by this
clause (7);


 


(8)                                  the incurrence by Inmarsat Holdings
Limited or any of its Restricted Subsidiaries of Hedging Obligations
(i) for the purpose of fixing or hedging interest rate risk with respect
to or in connection with any Indebtedness that is permitted by the terms of this
Indenture to be outstanding or (ii) for the purpose of fixing or hedging
currency exchange rate risk or changes in the prices of commodities and, in
each case, not entered into for speculative purposes and including any such
Hedging Obligations incurred in connection with the issuance of the Notes;


 


(9)                                  the guarantee by Inmarsat Holdings
Limited or any of its Restricted Subsidiaries (other than the Issuer) of
Indebtedness of Inmarsat Holdings Limited or a Restricted Subsidiary of
Inmarsat Holdings Limited that was permitted to be incurred by another
provision of this Section 4.09; provided
that if the Indebtedness being guaranteed is subordinated in right of payment
to the Notes or any Guarantee of the Notes, then such guarantee shall be
subordinated to the same extent as the Indebtedness guaranteed;


 


(10)                            the incurrence by Inmarsat Holdings
Limited or any of its Restricted Subsidiaries of Indebtedness in respect of
workers’ compensation claims, self-insurance obligations, bankers’ acceptances,
performance and surety bonds in the ordinary course of business (including
guarantees or indemnities related thereto);


 


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(11)                            the incurrence by Inmarsat Holdings
Limited or any of its Restricted Subsidiaries of Indebtedness arising from the
honoring by a bank or other financial institution of a check, draft or similar
instrument inadvertently drawn against insufficient funds, so long as such
Indebtedness is covered within five Business Days;


 


(12)                            Indebtedness of Inmarsat Holdings
Limited and its Restricted Subsidiaries consisting of advance or extended
payment terms in the ordinary course of business;


 


(13)                            the incurrence by Inmarsat Holdings
Limited of Indebtedness pursuant to any Subordinated Shareholder Funding;


 


(14)                            the incurrence by Inmarsat Holdings
Limited or any of its Restricted Subsidiaries of Indebtedness arising from
agreements of Inmarsat Holdings Limited or a Restricted Subsidiary providing
for indemnification, adjustment of purchase price or similar obligations, in
each case, incurred or assumed in connection with the disposition of any
business, assets or Share Capital of a Subsidiary, other than guarantees of
Indebtedness of the Subsidiary disposed of, or incurred or assumed by any
Person acquiring all or any portion of such business, assets or Share Capital
for the purpose of financing such acquisition; provided
that the maximum liability of Inmarsat Holdings Limited and its Restricted
Subsidiaries in respect of all such Indebtedness shall at no time exceed the
gross proceeds, including the Fair Market Value of non-cash proceeds (measured
at the time received and without giving effect to any subsequent changes in
value) actually received by Inmarsat Holdings Limited and its Restricted
Subsidiaries in connection with such disposition;


 


(15)                            Indebtedness arising in connection
with a sale and leaseback of the City Road Property that is permitted under Section 4.17;
and


 


(16)                            the incurrence by Inmarsat Holdings
Limited and any Restricted Subsidiary of additional Indebtedness in an
aggregate principal amount (or accreted value, as applicable) at any time
outstanding, including all Permitted Refinancing Indebtedness incurred to
refund, refinance, replace, defease or discharge any Indebtedness incurred
pursuant to this clause (16), not to exceed $25.0 million at any time
outstanding.


 


(c)                                  For purposes of determining
compliance with this Section 4.09, in the event that an item of proposed
Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (1) through (16) above, or is entitled to be incurred
pursuant to Section 4.09(a), Inmarsat Holdings Limited will be permitted
to classify such item of Indebtedness on the date of its incurrence in any
manner that complies with this Section 4.09.  Indebtedness under Credit Facilities
outstanding on the Issue Date will initially be deemed to have been incurred on
such date in reliance on the exception provided by clause (1) of the definition
of Permitted Debt. The accrual of interest, the accretion or amortization of
original issue discount, the payment of interest on any Indebtedness in the
form of additional Indebtedness with the same terms, and the payment of
dividends on Disqualified Shares or preference shares in the form of additional
shares of the same class of Disqualified Shares or preference shares will not
be deemed to be an incurrence of Indebtedness or an issuance of Disqualified
Shares for purposes of this Section 4.09; provided,
in each such case, that the amount thereof is included in Fixed Charges of
Inmarsat Holdings Limited as accrued. Notwithstanding any other provision of
this Section 4.09, the maximum amount of Indebtedness that Inmarsat
Holdings Limited or any Restricted Subsidiary may incur pursuant to this Section 4.09
shall not be deemed to be exceeded solely as a result of fluctuations in
exchange rates or currency values.


 


(d)                                 The amount of any Indebtedness
outstanding as of any date shall be:


 


(1)                                  the accreted value of the
Indebtedness, in the case of any Indebtedness issued with original issue
discount;


 


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(2)                                  in respect of Indebtedness of
another Person secured by a Lien on the assets of the specified Person, the
lesser of:


 


(a)                                  the Fair Market Value of such asset
at the date of determination, and


 


(b)                                 the amount of the Indebtedness of
the other Person;


 


(3)                                  the greater of the liquidation
preference or the maximum fixed redemption or repurchase price of the
Disqualified Shares or preference shares, in the case of Disqualified Shares or
preference shares;


 


(4)                                  the Attributable Debt related
thereto, in the case of any lease that is part of a sale and leaseback
transaction; and


 


(5)                                  the principal amount of the
Indebtedness, in the case of any other Indebtedness.


 


(e)                                  For purposes of the foregoing, the
“maximum fixed repurchase price” of any Disqualified Shares or preference
shares that do not have a fixed redemption or repurchase price shall be
calculated in accordance with the terms of such Disqualified Shares or
preference shares as if such Disqualified Shares or preference shares were
redeemed or repurchased on the relevant 
date of determination.


 


Section 4.10                                Asset Sales and Events of Loss.


 


(a)                                  Inmarsat Holdings Limited will not,
and will not permit any of Inmarsat Holdings Limited’s Restricted Subsidiaries
to, consummate an Asset Sale unless:


 


(1)                                  Inmarsat Holdings Limited (or the
Restricted Subsidiary, as the case may be) receives consideration at the time
of the Asset Sale at least equal to the Fair Market Value of the assets or
Equity Interests issued or sold or otherwise disposed of; and


 


(2)                                  at least 75% of the consideration
received in the Asset Sale by Inmarsat Holdings Limited or such Restricted
Subsidiary is in the form of cash or Cash Equivalents. For purposes of this
provision, each of the following will be deemed to be cash:


 


(A)                              any liabilities, as shown on the
most recent consolidated balance sheet, of Inmarsat Holdings Limited or any
Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes, any Guarantee of the Notes or the
Subordinated Intercompany Note Proceeds Loan) that are assumed by the
transferee of any such assets pursuant to a customary novation agreement that
releases Inmarsat Holdings Limited or such Restricted Subsidiary from liability
in respect of those liabilities;


 


(B)                                any securities, notes or other
obligations received by Inmarsat Holdings Limited or any such Restricted
Subsidiary from such transferee that are converted by Inmarsat Holdings Limited
or such Restricted Subsidiary into cash or Cash Equivalents within 60 days, to
the extent of the cash or Cash Equivalents received in that conversion; and


 


(C)                                any shares or assets of the kind
referred to in clauses (4), (5) or (6) of the next paragraph of this Section 4.10.


 


(b)                                 Within 365 days after the receipt of
any Net Proceeds from an Asset Sale and/or any Event of Loss Proceeds required
pursuant to Section 4.21 to be applied as set out in this paragraph,


 


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Inmarsat Holdings Limited
(or the applicable Restricted Subsidiary, as the case may be) may apply those
Net Proceeds and Event of Loss Proceeds, at its option:


 


(1)                                  to repay
Indebtedness under the Senior Credit Agreement and, if that Indebtedness is
revolving credit Indebtedness, to correspondingly reduce commitments with
respect thereto;


 


(2)                                  to repay Senior Debt of any
Restricted Subsidiary of Inmarsat Holdings Limited that is a Guarantor, and, if
that Indebtedness is revolving credit Indebtedness, to correspondingly reduce
commitments with respect thereto;


 


(3)                                  to repay Indebtedness of any
Restricted Subsidiary of Inmarsat Holdings Limited that is not a Guarantor,
and, if that Indebtedness is revolving credit Indebtedness, to correspondingly
reduce commitments with respect thereto;


 


(4)                                  to acquire all or substantially all
of the assets of, or any Share Capital of, a Permitted Business if, after
giving effect to any such acquisition of Share Capital, the Permitted Business
is or becomes a Restricted Subsidiary of Inmarsat Holdings Limited;


 


(5)                                  to make a capital expenditure; or


 


(6)                                  to acquire other assets that are not
classified as current assets under GAAP and that are used or useful in a
Permitted Business.


 


(c)                                  Pending the final application of any
Net Proceeds or Event of Loss Proceeds, Inmarsat Holdings Limited may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds or Event of Loss Proceeds in any manner that is not prohibited by this
Indenture.


 


(d)                                 Any Net Proceeds from Asset Sales
and Event of Loss Proceeds that are not applied or invested as provided in the
preceding paragraph will constitute “Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds $15.0 million, Inmarsat Holdings Limited
will make an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu
with the Notes (or has been issued by a Finance Subsidiary of Inmarsat Holdings
Limited and guaranteed by at least Inmarsat Holdings Limited on a pari passu basis) containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets in accordance with Section 3.09
hereof to purchase the Accreted Value of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer
will be equal to 100% of the aggregate principal amount at maturity thereof,
plus accrued and unpaid interest and Additional Interest, if any, on the Notes
repurchased to the date of purchase (or if such Asset Sale Offer is prior to
the Full Accretion Date, 100% of the Accreted Value of the Notes repurchased on
the date of purchase, plus accrued and unpaid Additional Interest, if any, on
the Notes repurchased to the date of purchase) in accordance with the
procedures set forth herein, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, Inmarsat Holdings
Limited and its Restricted Subsidiaries may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal
amount at maturity or Accreted Value, as applicable, of Notes and other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.


 


(e)                                  Inmarsat Holdings Limited will
comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations and stock exchange rules, to the extent
those laws, regulations and rules are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations or securities or investment
exchange rules conflict with Section 3.09 or this Section 4.10,
Inmarsat


 


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Holdings Limited will
comply with the applicable laws, regulations and rules and will not be deemed
to have breached its obligations under Section 3.09 or this Section 4.10
by virtue of such conflict.


 


Section 4.11                                Transactions with Affiliates.


 


(a)                                  Inmarsat Holdings Limited will not,
and will not permit any of its Restricted Subsidiaries to, make any payment to,
or sell, lease, transfer or otherwise dispose of any of its properties or
assets to, or purchase any property or assets from, or enter into or make or
amend any transaction, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of Inmarsat Holdings
Limited (each, an “Affiliate Transaction”),
unless:


 


(1)                                  the Affiliate Transaction is on
terms that are no less favorable to Inmarsat Holdings Limited or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable
transaction by Inmarsat Holdings Limited or such Restricted Subsidiary with an
unrelated Person; and


 


(2)                                  Inmarsat Holdings Limited delivers
to the Trustee:


 


(A)                              with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $5.0 million, a resolution of Inmarsat Holdings
Limited Board of Directors set forth in an Officers’ Certificate certifying
that such Affiliate Transaction complies with clause (1) of this Section 4.11(a)
and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors; and


 


(B)                                with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $25.0 million, an opinion as to the fairness to
Inmarsat Holdings Limited or such Subsidiary of such Affiliate Transaction from
a financial point of view issued by a Qualified Expert.


 


(b)                                 The following items will be deemed
not to be Affiliate Transactions and, therefore, will not be subject to the
provisions of Section 4.11(a):


 


(1)                                  any employment agreement, employee
benefit plan, officer and director indemnification agreement or any similar
arrangement entered into by Inmarsat Holdings Limited or any of its Restricted
Subsidiaries in the ordinary course of business;


 


(2)                                  transactions between or among
Inmarsat Holdings Limited and/or its Restricted Subsidiaries;


 


(3)                                  transactions with a Person (other
than an Unrestricted Subsidiary of Inmarsat Holdings Limited) that is an
Affiliate of Inmarsat Holdings Limited solely because Inmarsat Holdings Limited
owns, directly or through a Restricted Subsidiary, an Equity Interest in, or
controls, such Person;


 


(4)                                  payment of reasonable directors’
fees to Persons who are not otherwise Affiliates of Inmarsat Holdings Limited;


 


(5)                                  any issuance of Equity Interests
(other than Disqualified Shares) of Inmarsat Holdings Limited to Affiliates of
Inmarsat Holdings Limited;


 


(6)                                  Restricted Payments that do not
violate Section 4.07 hereof, or Permitted Investments;


 


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(7)                                  loans or advances to employees for
travel and relocation in the ordinary course of business not to exceed $2.0
million in the aggregate at any one time outstanding;


 


(8)                                  Permitted Parent Payments approved
by a majority of the disinterested directors of the Board of Directors of
Inmarsat Holdings Limited;


 


(9)                                  any transaction with an Affiliate
which was tendered to at least one Affiliate and one non-Affiliate of Inmarsat
Holdings Limited if the terms for such transaction agreed by the Affiliate are
more favorable to Inmarsat Holdings Limited or the relevant Restricted
Subsidiary than the terms for such transaction offered by each non-Affiliate
and are otherwise in compliance with the terms of this Indenture, in each case,
as determined in good faith by a majority of the disinterested members of the
Board of Directors of Inmarsat Holdings Limited;


 


(10)                            transactions with distributors,
suppliers or purchasers of goods or services (excluding transactions with Apax
Partners Worldwide LLP, Permira Advisers Limited, funds advised by Apax
Partners Worldwide LLP or Permira Advisers Limited and other Affiliates of Apax
Partners Worldwide LLP or Permira Advisers Limited), in each case, in the
ordinary course of business of Inmarsat Holdings Limited and its Subsidiaries
and otherwise in compliance with the terms of this Indenture, which are fair
and reasonable to Inmarsat Holdings Limited or the relevant Restricted
Subsidiary or are on terms at least as favorable to Inmarsat Holdings Limited
or the relevant Restricted Subsidiary as might reasonably have been obtained at
such time from a Person that is not an Affiliate, in each case, as determined
in good faith by a majority of the disinterested directors of the Board of
Directors of Inmarsat Holdings Limited; and


 


(11)                            transactions pursuant to agreements
in existence on the Issue Date (on the terms in effect on such date) and
disclosed in the Offering Circular.


 


Section 4.12                                Liens.


 


Inmarsat Holdings
Limited will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien
(other than Permitted Liens) of any kind on any asset now owned or hereafter
acquired; provided, however,
that:


 


(a)                                  Inmarsat Holdings Limited or any
other Guarantor may, directly or indirectly, create, incur, assume or suffer to
exist any Lien:


 


(1)                                  to secure Indebtedness that is pari passu with the Notes or the
Guarantor’s Guarantee of the Notes; provided
that all Obligations under the Notes or the Guarantees of the Notes, as the
case may be, are secured on an equal and ratable basis with the Indebtedness so
secured; and


 


(2)                                  in the case of any Guarantor, to
secure Senior Debt of such Guarantor; provided
that all Obligations under such Guarantor’s Guarantee of the Notes are secured
on a subordinated basis to the Obligations so secured; and


 


(b)                                 any Restricted Subsidiary of
Inmarsat Holdings Limited that is not a Guarantor may, directly or indirectly,
create, incur, assume or suffer to exist any Lien securing Indebtedness of such
Restricted Subsidiary that is not guaranteed by the Issuer or any Guarantor.


 


Any such Lien in
favor of the Trustee and the Holders of the Notes will be automatically and
unconditionally released and discharged concurrently with (i) the unconditional
release of the Lien which gave rise to the Lien in favor of the Trustee and the
Holders of the Notes (other than as a consequence of an enforcement action with
respect to the assets subject to such Lien), (ii)  upon the


 


60





















 


full and final payment of
all amounts payable by the Issuer, Inmarsat Holdings Limited and any other
Guarantor under the Notes, this Indenture and the Guarantees of the Notes or
(iii) upon legal defeasance or satisfaction and discharge of the Notes as
provided by Sections 8.02 and 12.01.


 


Section 4.13                                Business Activities.


 


Inmarsat Holdings
Limited will not, and will not permit any of its Restricted Subsidiaries to,
engage in any business other than a Permitted Business, except to such extent
as would not be material to Inmarsat Holdings Limited and its Restricted
Subsidiaries, taken as a whole.


 


Section 4.14                                Corporate Existence.


 


Subject to Article 5
hereof, Inmarsat Holdings Limited shall do or cause to be done all things necessary
to preserve and keep in full force and effect:


 


(1)                                  its corporate existence, and the
corporate, partnership or other existence of each of its Restricted
Subsidiaries, in accordance with the respective organizational documents (as
the same may be amended from time to time) of Inmarsat Holdings Limited or any
such Restricted Subsidiary; and


 


(2)                                  the rights (charter and statutory),
licenses and franchises of Inmarsat Holdings Limited and its Restricted
Subsidiaries;


 


provided,
however, that Inmarsat Holdings Limited shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Restricted Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of Inmarsat Holdings Limited and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.


 


Section 4.15                                Offer to Repurchase Upon Change of
Control.


 


(a)                                  Upon the occurrence of a Change of
Control, the Issuer shall make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of
the Accreted Value of the Notes repurchased, plus Additional
Interest, if any, or, if the repurchase occurs after the Full Accretion Date,
101% of the principal amount at maturity of the Notes repurchased, plus accrued and unpaid interest and unpaid Additional
Interest, if any, plus, in each case, Additional
Amounts, if any, subject to any right of Holders of Notes on the relevant
record date to receive interest due on the relevant Regular Interest Payment
Date (the “Change of Control Payment”). Within ten
Business Days following any Change of Control, the Issuer shall mail a notice
to the Trustee and each Holder describing the transaction or transactions that
constitute the Change of Control and stating:


 


(1)                                  that the Change of Control Offer is
being made pursuant to this Section 4.15 and that all Notes tendered will
be accepted for payment;


 


(2)                                  the purchase price and the purchase
date, which shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed (the “Change of Control Payment
Date”);


 


(3)                                  that any Note not tendered will
continue to accrete original issue discount or accrue interest, as applicable;


 


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(4)                                  that, unless the Issuer defaults in
the payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer will cease to accrue interest after the
Change of Control Payment Date;


 


(5)                                  that Holders electing to have any
Notes purchased pursuant to a Change of Control Offer will be required to
surrender the Notes, with the form entitled “Option of Holder to Elect
Purchase” attached to the Notes completed, or transfer by book-entry transfer,
to the Paying Agent at the address specified in the notice prior to the close
of business on the third Business Day preceding the Change of Control Payment
Date;


 


(6)                                  that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of Notes delivered for purchase, and a statement
that such Holder is withdrawing his election to have the Notes purchased; and


 


(7)                                  that Holders whose Notes are being
purchased only in part will be issued new Notes equal in principal amount at
maturity to the unpurchased portion of the Notes surrendered, which unpurchased
portion must be equal to $1,000 in principal amount at maturity or an integral
multiple thereof.


 


The Issuer shall
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations and stock exchange rules to the extent those
laws, regulations and rules are applicable in connection with the repurchase of
the Notes as a result of a Change of Control. 
To the extent that the provisions of any securities laws or regulations
or stock exchange rules conflict with the provisions of Section 3.09 or this
Section 4.15 of this Indenture, the Issuer shall comply with the
applicable laws, regulations and rules, and shall not be deemed to have
breached its obligations under Section 3.09 or this Section 4.15 by
virtue of such compliance.


 


(b)                                 On the Change of Control Payment
Date, the Issuer shall, to the extent lawful:


 


(1)                                  accept for payment all Notes or
portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(2)                                  deposit with the Principal Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions of Notes properly tendered; and


 


(3)                                  deliver or cause to be delivered to
the Trustee the Notes properly accepted together with an Officers’ Certificate
stating the aggregate Accreted Value of Notes or portions of Notes being
purchased by the Issuer.


 


The Principal
Paying Agent shall promptly mail to each Holder of Notes properly tendered the
Change of Control Payment for such Notes, in respect of Global Notes, make such
notations thereon as are necessary to reflect the Notes (or interests therein)
purchased in such Change of Control Offer and, in respect of Definitive
Registered Notes, cause to be authenticated and mailed to each Holder a new
Note equal in principal amount at maturity to any unpurchased portion of the
Notes surrendered, if any; provided
that each new note shall be in a principal amount at maturity of $1,000 or an
integral multiple of $1,000.  The Issuer
shall publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Payment Date.


 


(c)                                  Notwithstanding anything to the
contrary in this Section 4.15, the Issuer will not be required to make a
Change of Control Offer upon a Change of Control if (1) a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.15 and Section 3.09
hereof and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer, or (2) notice of redemption has been


 


62





















 


given pursuant to Section 3.07
hereof, unless and until there is a default in payment of the applicable
redemption price.


 


Section 4.16                                No Layering of Debt.


 


Inmarsat Holdings
Limited shall not incur any Indebtedness (including Permitted Debt) that is
contractually subordinated in right of payment to any other Indebtedness of
Inmarsat Holdings Limited unless such Indebtedness is also contractually
subordinated in right of payment to Inmarsat Holdings Limited’s Guarantee of
the Notes on substantially identical terms; provided,
however, that no Indebtedness will be deemed contractually
subordinated in right of payment to any other Indebtedness of Inmarsat Holdings
Limited solely by virtue of being unsecured.


 


No Subsidiary
Guarantor whose Guarantee of the Notes is subordinated in right of payment to
Senior Debt of such Subsidiary Guarantor shall incur any Indebtedness that is
contractually subordinated in right of payment to such Senior Debt and senior
in right of payment to such Subsidiary Guarantor’s Guarantee of the Notes; provided, however, that no Indebtedness
will be deemed contractually subordinated in right of payment to any other
Indebtedness of the relevant Subsidiary Guarantor solely by virtue of being
unsecured.


 


Neither Inmarsat
Holdings Limited nor any other Guarantor whose Guarantee of the Notes is
unsubordinated shall incur any Indebtedness, and no Guarantor whose Guarantee
of the Notes is subordinated in right of payment to Senior Debt shall incur
Senior Debt, in each case, if any such Indebtedness is secured by a Lien with
respect to any asset and such Lien is subordinated or junior to any other Lien
with respect to such asset.


 


Section 4.17                                Limitation on Sale and Leaseback
Transactions.


 


Inmarsat Holdings
Limited shall not, and shall not permit any of its Restricted Subsidiaries to,
enter into any sale and leaseback transaction unless:


 


(1)                                  Inmarsat Holdings Limited or such
Restricted Subsidiary could have (a) incurred Indebtedness in an amount
equal to the Attributable Debt relating to such sale and leaseback transaction
under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and
(b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12
hereof;


 


(2)                                  the gross cash proceeds of that sale
and leaseback transaction are at least equal to the Fair Market Value of the
property that is the subject of that sale and leaseback transaction; and


 


(3)                                  the transfer of assets in that sale
and leaseback transaction is permitted by, and Inmarsat Holdings Limited
applies the net proceeds of such transaction in compliance with, Section 4.10
hereof.


 


Notwithstanding
the foregoing, a sale and leaseback transaction involving the City Road
Property undertaken in compliance with the Senior Credit Agreement, as in
effect on the Issue Date, shall not be subject to this Section 4.17.


 


Section 4.18                                Payments for Consent.


 


Inmarsat Holdings
Limited shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver
or amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders


 


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of the Notes that
consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.


 


Section 4.19                                Additional Guarantees.


 


(a)                                  If any Restricted Subsidiary of
Inmarsat Holdings Limited that is a Material Subsidiary (or a group of
Restricted Subsidiaries that together would constitute a Material Subsidiary)
guarantees (the “Triggering Guarantee”) any
Indebtedness of Inmarsat Holdings Limited or a Finance Subsidiary after the
Issue Date, then concurrently therewith, the relevant Restricted Subsidiary
will jointly and severally guarantee the Notes pursuant to a supplemental
indenture in the form set forth in Exhibit G; provided that (i) a Restricted Subsidiary’s Guarantee
of the Notes may be limited to the extent required by law (but, in such a case,
each of Inmarsat Holdings Limited and its Restricted Subsidiaries will use
their best efforts to overcome the relevant legal limit precluding the giving
of a joint and several Guarantee and, in the case of a financial assistance or
similar prohibition, will procure that the relevant Restricted Subsidiary
undertakes all whitewash or similar procedures which are legally permitted) and
(ii) for so long as it is not permissible under applicable law for a
Restricted Subsidiary to become a Guarantor, such Restricted Subsidiary need
not become a Guarantor (but, in such a case, each of Inmarsat Holdings Limited
and its Restricted Subsidiaries will use their best efforts to overcome the
relevant legal prohibition precluding the giving of the Guarantee and, in the
case of a financial assistance or similar prohibition, will procure that the
relevant Restricted Subsidiary undertakes all whitewash or similar procedures
which are legally permitted).


 


(b)                                 At the time of execution of the
supplemental indenture or other documentation reasonably satisfactory to the
Trustee, Inmarsat Holdings Limited shall deliver an Opinion of Counsel
addressed to and reasonably satisfactory to the Trustee to the effect that such
supplemental indenture has been duly authorized, executed and delivered by the
relevant Restricted Subsidiary and constitutes a valid and binding agreement of
that Restricted Subsidiary, enforceable in accordance with its terms (subject
to customary exceptions).


 


(c)                                  If:


 


(1)                                  the Indebtedness of Inmarsat
Holdings Limited giving rise to the need to guarantee the Notes ranks pari passu in right of payment to Inmarsat
Holdings Limited’s Guarantee of the Notes or the Indebtedness giving rise to
the need to guarantee the Notes is incurred by a Finance Subsidiary, any
Triggering Guarantee shall rank pari passu
in right of payment to the relevant Guarantee of the Notes; or


 


(2)                                  the Indebtedness of Inmarsat
Holdings Limited giving rise to the need to guarantee the Notes is
contractually subordinated in right of payment to Inmarsat Holdings Limited’s
Guarantee of the Notes, any Triggering Guarantee shall be contractually
subordinated in right of payment to the relevant Guarantee of the Notes
substantially to the same extent as such Indebtedness is subordinated in right
of payment to Inmarsat Holdings Limited’s Guarantee.


 


Until all amounts
which may be or become payable by the Issuer and the Guarantors under the Notes
have been irrevocably paid in full in cash, to the extent lawful each such
subordinated Triggering Guarantee shall provide that the Guarantor waives and
will not in any manner whatsoever claim or take the benefit or advantage of,
any rights of reimbursement, indemnity or subrogation or any other rights
against the Issuer, Inmarsat Holdings Limited or any Restricted Subsidiary of
Inmarsat Holdings Limited as a result of any payment by such Guarantor under
its Triggering Guarantee.


 


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Section 4.20                                Designation of Restricted and
Unrestricted Subsidiaries.


 


 The Board of Directors of Inmarsat Holdings
Limited may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if that designation would not cause a Default; provided that in no event shall the
business currently operated by any of the Issuer, Inmarsat Group Limited,
Inmarsat Investments Limited, Inmarsat Ventures Limited, Inmarsat Ltd
(UK), Inmarsat Leasing (Two) Ltd and Inmarsat Launch Company Limited be
transferred to or held by an Unrestricted Subsidiary. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair
Market Value of all outstanding Investments owned by Inmarsat Holdings Limited
and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted
will be deemed to be an Investment made as of the time of the designation and
will reduce the amount available for Restricted Payments under Section 4.07
hereof or under one or more clauses of the definition of Permitted Investments,
as determined by Inmarsat Holdings Limited. That designation will only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of Inmarsat Holdings Limited may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.


 


Any designation of
a Subsidiary of Inmarsat Holdings Limited as an Unrestricted Subsidiary will be
evidenced to the Trustee by filing with the Trustee on the effective date of
such designation a certified copy of the Board Resolution giving effect to such
designation and an Officers’ Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07
hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it will thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted
Subsidiary of Inmarsat Holdings Limited as of such date and, if such Indebtedness
is not permitted to be incurred as of such date under Section 4.09 hereof,
Inmarsat Holdings Limited will be in default of such covenant.


 


The Board of
Directors of Inmarsat Holdings Limited may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of
Inmarsat Holdings Limited of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro
forma basis as if such designation had occurred at the beginning of the
four-quarter reference period and (2) no Default or Event of Default would
be in existence following such designation.


 


Section 4.21                                Maintenance of Insurance.


 


(a)                                  Inmarsat Holdings Limited and its
Restricted Subsidiaries will maintain insurance on and in relation to their
business and insurable assets with reputable underwriters or insurance
companies as follows:


 


(1)                                  against those risks, and to the
extent, usually insured against by prudent companies carrying on a similar
business; and


 


(2)                                  against those risks, and to the
extent, required by applicable law or by contract.


 


For purposes of clauses
(1) and (2) of this Section 4.21(a), such insurance shall cover
risks recommended to be covered by, and at commercially prudent levels no lower
than those recommended by, the insurance brokers or advisors to Inmarsat
Holdings Limited and its Restricted Subsidiary from time to time; provided that Inmarsat Holdings Limited
shall not be required to implement any such recommendation if the Board of
Directors has considered such recommendation and determined in good faith
(acting reasonably) that there are sound commercial reasons for not
implementing the relevant recommendation.


 


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(b)                                 In respect of the Inmarsat-2,
Inmarsat-3 and Inmarsat-4 satellites of Inmarsat Holdings Limited and its
Restricted Subsidiaries, clauses (1) and (2) of Section 4.21(a)
shall be satisfied if Inmarsat Holdings Limited and its Restricted Subsidiaries
maintain, subject to customary exclusions in the market for satellite
insurance:


 


(1)                                  from the Issue Date, in-orbit
insurance for all Inmarsat-3 satellites on a net book value basis (or such
lesser cover as can be obtained for an annual premium of $3,000,000); and


 


(2)                                  from 30 days prior to the first
launch of an Inmarsat-4 satellite, launch insurance in respect of three
Inmarsat-4 satellites providing for insurance coverage of at least $225,000,000
for each Inmarsat-4 satellite in respect of launch and through one year
following launch; and


 


(3)                                  from and after three days prior to
expiration of the initial launch and in-orbit coverage referred to in
clause (2) of this Section 4.21(b) in respect of any Inmarsat-4
satellite, in-orbit insurance in respect of each such satellite providing for
net book value cover at all times;


 


provided, however, that (i) clause (1) of
this Section 4.21(b) shall be satisfied on any date of determination if
(A)  Inmarsat Holdings Limited and its Restricted Subsidiaries have in
orbit at least five Inmarsat-3 satellites (none of which functions in a manner
that would constitute a “total loss” or has given rise to the receipt of
insurance proceeds for a “total loss,” in either case, under the in-orbit
insurance of Inmarsat Holdings Limited and its Restricted Subsidiaries) and
(B)  all Inmarsat-3 satellites are insured on a net book value basis, but
payment under such insurance is excluded for the first loss of an Inmarsat-3
satellite and (ii) notwithstanding clause (1) of this Section 4.21(b),
Inmarsat Holdings Limited and its Restricted Subsidiaries need not maintain
in-orbit insurance for the Inmarsat-3 satellites from and after the date on
which at least one Inmarsat-4 satellite has been accepted in orbit if the
insurance referred to in clause (2) and (when required) clause (3) of this
Section 4.21(b) is in place; and provided
further, that, notwithstanding clause (3) of this Section 4.21(b),
if and for so long as (A) two Inmarsat-4 satellites have been accepted in
orbit and (B) a third Inmarsat-4 satellite has been constructed and is
being stored as a ground spare, clause (3) of Section 4.21(b) shall
be satisfied if Inmarsat Holdings Limited and its Restricted Subsidiaries
maintain, from and after three days prior to expiration of the initial launch
and in-orbit coverage referred to in clause (2) of this Section 4.21(b),
(A) (x) partial in-orbit cover in respect of the first loss of an
Inmarsat-4 satellite in an amount sufficient to cover (I) the cost of
purchasing a new launch vehicle for the ground spare plus (II) the cost of insurance cover as described in
clause (2) of this Section 4.21(b) in respect of the launch of the
ground spare, which shall in no event be less than $120.0 million and
(y) business interruption insurance covering any period between the first
loss of an Inmarsat-4 satellite and acceptance in orbit of the ground spare and
(B) net book value cover for all other Inmarsat-4 satellite losses. For
purposes of determining the amount of insurance required to satisfy the
requirements of clause (x) of this paragraph, Inmarsat Holdings Limited
(or a Restricted Subsidiary of it) shall obtain an insurance report from its
insurance broker setting out such broker’s recommendations regarding such
insurance cover and levels at the time it is seeking to implement such
insurance and at least once every financial year thereafter.


 


(c)                                  For the purposes of clauses (b)(1)
and (b)(3) of this Section 4.21, “net book value” shall be the average of
the book values of the relevant satellite as of the first and last days of the
period covered by the relevant insurance, in each case, determined in
accordance with GAAP; provided
that the relevant period covered by the relevant insurance is one year or less.


 


(d)                                 Inmarsat Holdings Limited and its
Restricted Subsidiaries shall promptly pay all premiums and do all things
necessary to maintain insurance required of it pursuant to this Section 4.21.


 


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(e)                                  Neither Inmarsat Holdings Limited
nor its Restricted Subsidiaries will do or omit to do anything which might
render any insurance required by this Section 4.21 void, voidable or unenforceable.


 


(f)                                    If (i) Inmarsat Holdings
Limited or any Restricted Subsidiary receives proceeds from any insurance that
covers a satellite owned or utilized by Inmarsat Holdings Limited or its
Restricted Subsidiaries or (ii) Inmarsat Holdings Limited or any
Restricted Subsidiary receives proceeds from any insurance maintained by any
satellite manufacturer or any launch provider covering any of such satellites
(the event resulting in the payment of such proceeds, an “Event of Loss”), then all related Event of
Loss Proceeds shall be applied in the manner provided for in the second
paragraph under Section 4.10.


 


Section 4.22                                Additional Amounts.


 


  All payments made by the Issuer and the
Guarantors under or with respect to the Notes and the Guarantees of the Notes
will be made free and clear of and without withholding or deduction for or on
account of any present or future tax, duty, levy, impost, assessment, or other
governmental charge of whatever nature (including penalties, interest and other
liabilities related thereto) (collectively, “Taxes”)
imposed or levied by or on behalf of any government or political subdivision or
territory or possession of any government or authority or agency or authority
therein or thereof having the power to tax (each, a “Taxing Authority”) in any jurisdiction in which the Issuer
or any Guarantor (including their permitted successors and assigns) is then
incorporated, engaged in business or resident for tax purposes or any
jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) unless the
Issuer or the Guarantor is required to withhold or deduct Taxes by Law or by
the relevant Taxing Authority’s interpretation or administration thereof.


 


If the Issuer or
any Guarantor is required to withhold or deduct any amount for or on account of
Taxes from any payment made under or with respect to the Notes or the
Guarantees (as the case may be), the Issuer or the Guarantors (as the case may
be) will pay such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by
each Holder of the Notes (including Additional Amounts) after such withholding
or deduction will be equal to the amount the Holder of the Notes would have
received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will
be payable with respect to a payment made to a Holder of the Notes (an “Excluded Holder”) to the extent:


 


(1)                                  any such Taxes would not have been
imposed but for the existence of any present or former connection between such
Holder of the Notes and the Relevant Taxing Jurisdiction imposing such Taxes
otherwise than merely by the acquisition, ownership or disposition of such Note
or receiving any payment in respect thereof or the exercise or enforcement of
any rights under the Notes or the Guarantees of the Notes; or


 


(2)                                  such Holder of the Notes would not
have been liable for or subject to such withholding or deduction on account of
such Taxes but for the failure to make a valid declaration of non-residence or
similar claim for exemption or to provide information concerning nationality,
residence or connection with the Relevant Taxing Jurisdiction if:


 


(a)                                  the making of such declaration or
claim or provision of such information is required or imposed by statute, treaty,
regulation, ruling or administrative practice of a Taxing Authority of the
Relevant Taxing Jurisdiction as a pre-condition to an exemption from, or
reduction in, such Taxes; and


 


(b)                                 at least 60 days prior to the first
payment date with respect to which the Issuer or the Guarantors shall apply
this clause (2), the Issuer and the Parent Guarantor shall have notified that
Holder of the Notes in writing that they shall be required to provide such
declaration, claim or information; or


 


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(3)                                  such Holder of the Notes would have
been able to avoid such Taxes by presenting the relevant Note to another Paying
Agent in a member state of the European Union (as constituted on the Issue
Date) or in the United States; or


 


(4)                                  any such Taxes would not have been
imposed but for the presentation by the Holder of such Note (where presentation
is required) for payment on a date more than 30 days after the date on which
such payment became due or payable or was duly provided for, whichever is
later; or


 


(5)                                  where such withholding or deduction
is imposed on a payment to an individual and is required to be made pursuant to
European Council Directive 2003/48/EC or any other Directive implementing the
conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the
taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive; or


 


(6)                                  of any combination of the
immediately preceding clauses (1) to (5) (inclusive).


 


In addition,
Additional Amounts will not be payable with respect to any estate, inheritance,
gift, sales, transfer, personal property or any similar tax, assessment or
other governmental charge with respect to such Notes or with respect to any Tax
which is payable otherwise than by deduction or withholding from payments of
principal of, premium or discount, if any, or interest on the Notes.


 


The Issuer or the
Guarantors (as the case may be) will also (1) make any required withholding or
deduction; and  (2) remit the full amount
deducted or withheld to the relevant Taxing Authority in accordance with
applicable Law.


 


The Issuer or the
Guarantors (as the case may be) will make reasonable efforts to obtain
certified copies of tax receipts evidencing the payment of any Taxes so
deducted or withheld from each Taxing Authority imposing such Taxes. The Issuer
or the Guarantors (as the case may be) will use reasonable efforts to furnish
to the Holders of the Notes (with a copy to the Trustee), within 30 days after the
date the payment of any Taxes so deducted or withheld is due pursuant to
applicable Law, either certified copies of tax receipts evidencing such payment
by the Issuer or the Guarantors (as the case may be) or, if such receipts are
not obtainable, other evidence of such payments by the Issuer or the Guarantors
(as the case may be).


 


At least 30 days
prior to each date on which any payment under or with respect to the Notes is
due and payable, if the Issuer or the Guarantors (as the case may be) will be obliged
to pay Additional Amounts with respect to such payment, the Issuer or the
Guarantors (as the case may be) will deliver to the Trustee and the Principal
Paying Agent an Officers’ Certificate stating the fact that such Additional
Amounts will be payable and the amounts so payable and will set forth such
other information necessary to enable the Paying Agent on behalf of the Trustee
to pay such Additional Amounts to the Holders on the payment date.


 


Whenever in this
Indenture there is mentioned, in any context, the payment of amounts based upon
the principal, premium, interest or of any other amount payable under, or with
respect to, any of the Notes, such mention shall be deemed to include mention
of the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.


 


The Issuer and the
Guarantors will pay and indemnify the Holder against any stamp, stamp duty
reserve, transfer, court or documentary taxes, or any other excise or property
taxes, charges or similar levies which arise from the original execution,
delivery or registration of the Notes, the initial resale thereof by the
initial purchasers, any transfer of Definitive Registered Notes issued as a
result of and at any time after the Issuer has determined that Global Notes
should be exchanged for Definitive Registered Notes pursuant to Section 2.06(a)(3)
above and the enforcement of the Notes,


 


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the Guarantees of the
Notes or the Note Security Documents following the occurrence of any Event of
Default with respect to the Notes.


 


The foregoing
provisions shall survive any termination, defeasance or discharge of the Notes
and shall apply mutatis  mutandis  to any jurisdiction in which any successor
Person to the Issuer or the Guarantor, as the case may be, is organized,
engaged in business, resident for tax purposes, or otherwise subject to
taxation on a net income basis or any political sub-divisions or Taxing
Authority or agency thereof or therein.


 


Section 4.23                                Listing


 


The Issuer will
use its reasonable endeavors to maintain the listing of the Notes on the
Luxembourg Stock Exchange for so long as the Notes are outstanding; provided that if at any time the Issuer
determines that it can no longer reasonably comply with the requirements for
listing the Notes on the Luxembourg Stock Exchange or if maintenance of such
listing becomes unduly onerous, it will obtain prior to the delisting of the
Notes from the Luxembourg Stock Exchange, and thereafter use its reasonable
best efforts to maintain, a listing of such Notes on such other “recognized
stock exchange” as defined in §841 of the Income and Corporation Taxes Act 1988
of the United Kingdom.


 


Section 4.24                                Special Purpose Vehicle Covenants.


 


(a)                                  Notwithstanding anything contained
in this Indenture to the contrary, the Issuer shall not engage in any business
activity or undertake any other activity, except any activity (i) relating
to the offering, sale, or issuance of the Notes, the incurrence of Indebtedness
represented by the Notes, lending or otherwise advancing the proceeds thereof
to Inmarsat Holdings Limited and any other activities in connection therewith,
(ii) undertaken with the purpose of fulfilling any other Obligations under
the Notes, this Indenture, the Registration Rights Agreement or the Note
Security Documents or (iii) directly related to the establishment and/or
maintenance of the Issuer’s corporate existence.


 


(b)                                 The Issuer shall not (i) incur
any Indebtedness other than the Indebtedness represented by the Notes, Notes
issued in respect of Additional Interest and, subject to compliance with Section 4.09,
Additional Notes or (ii) issue any Share Capital other than ordinary
shares to Inmarsat Holdings Limited (and one share to Inmarsat Group Holdings
Limited).


 


(c)                                  The Issuer shall not create, incur,
assume or suffer to exist any Lien to secure Indebtedness over any of its
property or assets, or any proceeds therefrom, except for Liens to secure the
Notes.


 


(d)                                 The Issuer shall, at all times
remain a Wholly-Owned Restricted Subsidiary of Inmarsat Holdings Limited (save
for one share held by Inmarsat Group Holdings Limited).


 


(e)                                  The Issuer shall not merge,
consolidate, amalgamate or otherwise combine with or into another Person except
Inmarsat Holdings Limited, or sell, convey, transfer, lease or otherwise
dispose of any material property or assets to any Person except (i) to
Inmarsat Holdings Limited or (ii) any merger of the Issuer with an
Affiliate solely for the purpose of reincorporating the Issuer in another
jurisdiction where (A) to do so is required to avoid the payment of
Additional Amounts and (B) would not adversely affect the security over
the Subordinated Intercompany Note Proceeds Loan.


 


(f)                                    For so long as any Notes are
outstanding, the Issuer shall not (i) change the Stated Maturity of the
principal of, or any installment of interest on, the Subordinated Intercompany
Note Proceeds Loan; (ii) reduce the rate of interest on the Subordinated
Intercompany Note Proceeds Loan; (iii) change the currency for payment of
any amount under the Subordinated Intercompany Note Proceeds Loan;
(iv) prepay or otherwise reduce or permit the prepayment or reduction of
the Subordinated Intercompany Note Proceeds Loan (save to facilitate a
corresponding payment of Accreted Value on the Notes); (v) assign or
novate the Subordinated Intercompany Note Proceeds


 


69





















 


Loan; or (vi) amend,
modify or alter the Subordinated Intercompany Note Proceeds Loan in any manner
adverse to the Holders of the Notes. Notwithstanding the foregoing, the
Subordinated Intercompany Note Proceeds Loan may be prepaid or reduced to
facilitate or otherwise accommodate or reflect a repayment, redemption or
repurchase of outstanding Notes.


 


(g)                                 For so long as any Notes are
outstanding, Inmarsat Holdings Limited shall not commence or take any action to
facilitate a winding-up, liquidation or other analogous proceeding in respect
of the Issuer.


 


ARTICLE 5.


SUCCESSORS


 


Section 5.01                                Merger, Consolidation, or Sale of
Assets.


 


(a)                                  Inmarsat Holdings Limited may not,
directly or indirectly (i) merge, consolidate, amalgamate or otherwise
combine with or into another Person (whether or not Inmarsat Holdings Limited
is the surviving corporation); or (ii) sell, assign, transfer, convey or
otherwise dispose of all or substantially all of the properties or assets of
Inmarsat Holdings Limited and its Restricted Subsidiaries, taken as a whole, in
one or more related transactions, to another Person; unless:


 


(1)                                  either (a) Inmarsat Holdings
Limited is the surviving corporation or (b) the Person formed by or
surviving any such merger, consolidation, amalgamation or other combination (if
other than Inmarsat Holdings Limited) or to which such sale, assignment,
transfer, conveyance or other disposition has been made is a corporation
organized or existing under the laws of the United Kingdom, any state of the
United States or the District of Columbia;


 


(2)                                  the Person formed by or surviving
any such merger, consolidation, amalgamation or other combination (if other
than Inmarsat Holdings Limited) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the
Obligations of Inmarsat Holdings Limited under the Notes, this indenture, the
Registration Rights Agreement, the Note Security Documents, the Subordinated
Intercompany Note Proceeds Loan, the Priority Deed and the Intercreditor
Agreement pursuant to agreements reasonably satisfactory to the Trustee;


 


(3)                                  immediately after such transaction,
no Default or Event of Default exists; and


 


(4)                                  Inmarsat Holdings Limited or the
Person (as applicable) formed by or surviving any such merger, consolidation,
amalgamation or other combination (if other than Inmarsat Holdings Limited), or
to which such sale, assignment, transfer, conveyance or other disposition has
been made:


 


(A)                              will, on the date of such
transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test under clause (i)
of Section 4.09(a) and


 


(B)                                will (either directly or through its
Restricted Subsidiaries), on the date of such transaction after giving effect
thereto, retain all licenses and other authorizations reasonably required to
operate its business as it was conducted prior to such transaction.


 


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(b)                                 In addition, neither Inmarsat
Holdings Limited may not, directly or indirectly, lease all or substantially
all of its properties or assets, in one or more related transactions, to any
other Person.


 


(c)                                  Section 5.01(a) shall not apply
to a merger of Inmarsat Holdings Limited with an Affiliate solely for the
purpose of reincorporating Inmarsat Holdings Limited in another jurisdiction.


 


Section 5.02                                Successor Corporation Substituted.


 


Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the assets of Inmarsat
Holdings Limited in a transaction that is subject to, and that complies with
the provisions of, Section 5.01(a) hereof, the successor corporation
formed by such consolidation or into or with which Inmarsat Holdings Limited is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to Inmarsat Holdings
Limited shall refer instead to the successor corporation and not to Inmarsat
Holdings Limited), and may exercise every right and power of Inmarsat Holdings
Limited under this Indenture with the same effect as if such successor Person
had been named in place of Inmarsat Holdings Limited herein; provided, however, that Inmarsat Holdings Limited shall not
be relieved from its obligation to pay the principal of and interest on the
Notes except in the case of a sale of all of its assets in a transaction that
is subject to, and that complies with the provisions of, Section 5.01(a)
hereof.


 


ARTICLE 6.


DEFAULTS AND REMEDIES


 


Section 6.01                                Events of Default.


 


Each of the
following is an “Event of Default”:


 


(1)                                  the Issuer defaults for 30 days in
the payment when due of interest, Additional Interest or Additional Amounts
with respect to the Notes;


 


(2)                                  the Issuer defaults in the payment
when due (at maturity, upon redemption or otherwise) of the Accreted Value or
principal of, or premium, if any, on the Notes;


 


(3)                                  Inmarsat Holdings Limited or any of
its Restricted Subsidiaries fails to comply with its Obligation to repurchase
Notes under Sections 4.10 or 4.15 hereof, or to comply with Section 5.01
hereof;


 


(4)                                  Inmarsat Holdings Limited or any of
its Restricted Subsidiaries fails to comply with any other agreement in this
Indenture, the Note Security Documents, the Priority Deed or the Intercreditor
Agreement for 45 days after written notice by the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Notes then outstanding
voting as a single class;


 


(5)                                  a default occurs under any mortgage,
indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed by Inmarsat
Holdings Limited or any of its Restricted Subsidiaries (or the payment of which
is guaranteed by Inmarsat Holdings Limited or any of its Restricted
Subsidiaries), whether such Indebtedness or guarantee now exists, or is created
after the Issue Date, if that default:


 


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(A)                              is caused by a failure to pay
principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of
such default (a “Payment Default”); or


 


(B)                                results in the acceleration of such
Indebtedness prior to its express maturity,


 


and,
in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$15.0 million or more;


 


(6)                                  a final judgment or final judgments
for the payment of money are entered by a court or courts of competent
jurisdiction against Inmarsat Holdings Limited or any of its Restricted
Subsidiaries, which judgment or judgments are not paid, discharged or stayed
for a period of 60 days; provided that
the aggregate amount of all such undischarged judgments exceeds $20.0 million;


 


(7)                                  an order being made or an effective
resolution being passed for the administration, winding-up or dissolution of
Inmarsat Holdings Limited or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of its Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary (except, in the case of a
Restricted Subsidiary, for a winding-up for the purpose of a reconstruction or
amalgamation the terms of which have previously been approved in writing by the
Trustee or approved by a majority of the Holders or a voluntary solvent
winding-up or dissolution in connection with the transfer of all or the major
part of the business, undertaking and assets of such Restricted Subsidiary to
Inmarsat Holdings Limited or another Restricted Subsidiary);


 


(8)                                  Inmarsat Holdings Limited or any of
its Restricted Subsidiaries that is a Significant Subsidiary or any group of
its Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary stopping or announcing an intention to stop payment in
respect of any binding obligations or ceasing to carry on all or substantially
all of its business (except a cessation (i) in the circumstances referred to in
the parentheses of paragraph (7) above or (ii) consequent upon a sale by a
Restricted Subsidiary of all or any part of its business, either to Inmarsat
Holdings Limited or another Restricted Subsidiary, or on arm’s length terms and
for fair market value (to be conclusively evidenced to the Trustee by a
certificate from two members of the Board of Directors of Inmarsat Holdings
Limited));


 


(9)                                  proceedings being initiated against
Inmarsat Holdings Limited under any applicable liquidation, insolvency,
composition, reorganization or other similar laws or an encumbrancer taking
possession of, or an administrative or other receiver, an administrator or any
similar official being appointed in relation to, Inmarsat Holdings Limited or
any of its Restricted Subsidiaries that is a Significant Subsidiary or any
group of its Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary or in relation to the whole or a material part of the
undertaking, property, assets or revenues of Inmsarsat Holdings Limited or any
of its Restricted Subsidiaries that is a Significant Subsidiary or any group of
its Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary or an administrative or other receiver, an administrator or any
distress or execution or other legal process being levied or enforced upon or
sued out against the whole or any material part of the chattels or property of
Inmsarsat Holdings Limited or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of its Restricted Subsidiaries in respect
of an aggregate principal amount of at least $30,000,000 (or its equivalent in
any other currency, which, in any such case (other than the appointment of an
administrator), is not discharged within 28 days;


 


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(10)                            Inmarsat Holdings Limited or any of
its Restricted Subsidiaries that is a Significant Subsidiary or any group of its
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary being unable to pay its debts within the meaning of Section 123(1),
(b), (c) or (d) of the Insolvency Act 1986;


 


(11)                            Inmarsat Holdings Limited or any of
its Restricted Subsidiaries that is a Significant Subsidiary or any group of
its Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary consenting to proceedings relating to itself under any
applicable bankruptcy, insolvency, composition or other similar laws (except,
in the case of a Restricted Subsidiary, for a winding-up for the purpose of a
reconstruction or amalgamation the terms of which have previously been approved
in writing by the Trustee or approved by a majority of the Holders or a
voluntary solvent winding-up or dissolution in connection with the transfer of
all or the major part of the business, undertaking and assets of such
Restricted Subsidiary to Inmarsat Holdings Limited or another Restricted
Subsidiary) or making a conveyance or assignment for the benefit of, or
entering into any composition with, its creditors generally, or being
adjudicated or found bankrupt or insolvent by any competent court;


 


(12)                            in relation to Inmarsat Holdings
Limited or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of its Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, any event occurring which under the laws
of the relevant jurisdiction is analogous to those matters referred to in
clauses (7) to (11) above;


 


(13)                            breach by Inmarsat Holdings Limited
or any of its Restricted Subsidiaries of any material representation or
warranty or agreement in the Note Security Documents, the repudiation by
Inmarsat Holdings Limited or any of its Restricted Subsidiaries of any of its
obligations under the Note Security Documents or the unenforceability of the
Note Security Documents against Inmarsat Holdings Limited or the Issuer;


 


(14)                            except as permitted by this
Indenture, any Guarantee of the Notes shall be held in any judicial proceeding
to be unenforceable or invalid or shall cease for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, shall deny or disaffirm its obligations under its Guarantee of the
Notes; or


 


(15)                            the Subordinated Intercompany Note
Proceeds Loan ceases to be in full force and effect or is declared fully or
partially void in a judicial proceeding or Inmarsat Holdings Limited asserts
that the Subordinated Intercompany Note Proceeds Loan is fully or partially
invalid.


 


Section 6.02                                Acceleration.


 


In the case of an
Event of Default specified in clause (7) to (12) of Section 6.01 hereof,
with respect to the Issuer, Inmarsat Holdings Limited or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of its Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary,
all outstanding Notes will become due and payable immediately without further
action or notice.  If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately.


 


Upon any such
declaration, the Accreted Value of the Notes shall become due and payable
immediately.


 


The Holders of a
majority in aggregate principal amount at maturity of the then outstanding
Notes by written notice to the Trustee may, on behalf of all of the Holders,
rescind an acceleration or waive any existing Default or Event of Default and
its consequences if the rescission would not


 


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conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium or Additional Amounts, if any, and Additional
Interest, if any, that has become due solely because of the acceleration) have
been cured or waived.


 


Section 6.03                                Other Remedies.


 


If an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of Accreted Value, premium and Additional Amounts, if
any, and Additional Interest, if any, and interest on the Notes, to enforce the
performance of any provision of the Notes, this Indenture or the Note Security
Documents.


 


The Trustee may
maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding.  A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent
permitted by law.


 


Section 6.04                                Waiver of Past Defaults.


 


Holders of not
less than a majority in aggregate principal amount at maturity of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of
the principal, interest, premium, Additional Amounts and Additional Interest,
if any on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate
principal amount at maturity of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration.  Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.


 


Section 6.05                                Control by Majority.


 


Holders of a
majority in principal amount at maturity of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it.  However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be unduly prejudicial to the rights of other Holders of
Notes or that may involve the Trustee in personal liability.


 


In connection with
the exercise of its functions (including but not limited to those referred to
herein) the Trustee shall have regard to the interests of the Holders of the
Notes as a class and shall not have regard to the consequences of such exercise
for individual Holders.


 


Section 6.06                                Limitation on Suits.


 


Except to enforce
the right to receive payment of Accreted Value, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to this Indenture, the
Notes or the Note Security Documents unless:


 


(1)                                  such Holder has previously given the
Trustee notice that an Event of Default is continuing;


 


(2)                                  Holders of at least 25% in aggregate
principal amount at maturity of the outstanding Notes have requested in writing
the Trustee to pursue the remedy;


 


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(3)                                  such Holders have offered the
Trustee reasonable security or indemnity against any loss, liability or
expense;


 


(4)                                  the Trustee has not complied with
such request within 60 days after the receipt thereof and the offer of security
or indemnity; and


 


(5)                                  Holders of a majority in aggregate
principal amount at maturity of the outstanding Notes have not given the
Trustee a direction inconsistent with such request within such 60-day period.


 


A Holder of a Note
may not use this Indenture to prejudice the rights of another Holder of a Note
or to obtain a preference or priority over another Holder of a Note.


 


Section 6.07                                Rights of Holders of Notes to
Receive Payment.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of Accreted Value, premium and Additional Amounts, if any, and
Additional Interest, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder; provided that a
Holder shall not have the right to institute any such suit for the enforcement
of payment if and to the extent that the institution or prosecution thereof or
the entry of judgment therein would, under applicable law, result in the
surrender, impairment, waiver or loss of the Lien of this Indenture upon any
property subject to such Lien.


 


Section 6.08                                Collection Suit by Trustee.


 


If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Issuer for the whole amount of Accreted Value of,
premium and Additional Amounts, if any, and Additional Interest, if any, and
interest remaining unpaid on the Notes and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


Section 6.09                                Trustee May File Proofs of Claim.


 


The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Holders of the Notes allowed in
any judicial proceedings relative to the Issuer (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof.  To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of


 


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reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


 


Section 6.10                                Priorities.


 


If the Trustee
collects any money pursuant to this Article 6, it shall pay out the money
in the following order:


 


First:                                           to the
Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;


 


Second:                             to Holders of Notes for
amounts due and unpaid on the Notes for Accreted Value, premium and Additional
Amounts, if any, and Additional Interest, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for Accreted Value, premium and Additional Amounts, if
any, and Additional Interest, if any, and interest, respectively; and


 


Third:                                       to the Issuer or
to such party as a court of competent jurisdiction shall direct.


 


The Trustee may
fix a record date and payment date for any payment to Holders of Notes pursuant
to this Section 6.10.


 


Section 6.11                                Undertaking for Costs.


 


In any suit for
the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court
in its discretion may require the filing by any party litigant in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount at maturity
of the then outstanding Notes.


 


ARTICLE 7.


TRUSTEE


 


Section 7.01                                Appointment of Trustee


 


The Trustee is
appointed to act as Trustee pursuant to this Indenture and to hold the benefit
of the security created by the Note Security Documents on trust for the
Holders.


 


Each Holder by its
acceptance of a Note confirms the appointment of the Trustee as set out
above.  The Trustee confirms that it
accepts its appointment as Trustee pursuant to the terms of this Indenture.


 


Section 7.02                                Duties of Trustee.


 


(a)                                  If an Event of Default has occurred
and is continuing, the Trustee will exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such Person’s own affairs.


 


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(b)                                 Except during the continuance of an
Event of Default:


 


(1)                                  the duties of the Trustee will be
determined solely by the express provisions of this Indenture and the Trustee
need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(2)                                  in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture.  However, the Trustee will
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.


 


(c)                                  The Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


 


(1)                                  this paragraph does not limit the
effect of paragraph (b) of this Section 7.02;


 


(2)                                  the Trustee will not be liable for
any error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and


 


(3)                                  the Trustee will not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05 hereof.


 


(d)                                 Whether or not therein expressly so
provided, every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.02.


 


(e)                                  No provision of this Indenture will
require the Trustee to expend or risk its own funds or incur any
liability.  The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.


 


(f)                                    The Trustee will not be liable for
interest on any money received by it except as the Trustee may agree in writing
with the Issuer.  Money held in trust by
the Trustee need not be segregated from other funds except to the extent
required by law.


 


Section 7.03                                Rights of Trustee.


 


(a)                                  The Trustee may conclusively rely
upon any document believed by it to be genuine and to have been signed or
presented by the proper Person.  The
Trustee need not investigate any fact or matter stated in the document.


 


(b)                                 Before the Trustee acts or refrains
from acting, it may require an Officers’ Certificate or an Opinion of Counsel
or both.  The Trustee will not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel. 
The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel will be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.


 


(c)                                  The Trustee may assume, without
enquiry, in the absence of actual knowledge or express notice to the contrary,
that the Issuer and any Guarantor is each duly complying with its obligations
contained in this Indenture required to be performed and observed by it, and
that no Default or Event of Default or other event which would require
repayment of the Notes has occurred.


 


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(d)                                 The Trustee may act through its attorneys
and agents and will not be responsible for the misconduct or negligence of any
agent appointed with due care.


 


(e)                                  The Trustee will not be liable for
any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture.


 


(f)                                    Unless otherwise specifically
provided in this Indenture, any demand, request, direction or notice from the
Issuer will be sufficient if signed by an Officer of the Issuer.


 


(g)                                 The Trustee will be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction.


 


Section 7.04                                Individual Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuer or any Affiliate of the Issuer with the same
rights it would have if it were not Trustee. 
However, in the event that the Trustee acquires any conflicting interest
(as it is defined in TIA § 310), it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee (if this Indenture
has been qualified under the TIA) or resign. 
Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.11
and 7.12 hereof.


 


Section 7.05                                Trustee’s Disclaimer.


 


The Trustee will
not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Notes or any Guarantee, it shall not be
accountable for the Issuer’s use of the proceeds from the Notes or any money
paid to the Issuer or upon the Issuer’s direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication.


 


Section 7.06                                Notice of Defaults.


 


If a Default or
Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders of Notes a notice of the Default or Event of
Default within 90 days after it occurs. 
Except in the case of a Default or Event of Default in payment of
principal of, premium or Additional Amounts, if any, and Additional Interest,
if any, or interest on, any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.


 


Section 7.07                                Reports by Trustee to Holders of the
Notes.


 


(a)                                  Within 60 days after each March 1
beginning with the March 1 following the date of this Indenture, and for
so long as Notes remain outstanding, the Trustee will mail to the Holders of
the Notes a brief report dated as of such reporting date that would comply with
TIA § 313(a) as if this Indenture were required to be qualified under TIA
(but if no event described in TIA § 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted).  The Trustee also will comply with TIA § 313(b)(2)
as if this Indenture were required to be qualified under the TIA.  The Trustee will also transmit by mail all
reports as required by TIA § 313(c) as if this Indenture were required to
be qualified under TIA.


 


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(b)                                 A copy of each report at the time of
its mailing to the Holders of Notes will be mailed by the Trustee to the Issuer
and filed by the Trustee with the SEC and each stock exchange on which the
Notes are listed in accordance with TIA § 313(d) as if this Indenture were
required to be qualified under TIA.  The
Issuer will promptly notify the Trustee when the Notes are listed on any stock
exchange.


 


Section 7.08                                Compensation and Indemnity.


 


(a)                                  The Issuer will pay to the Trustee
from time to time reasonable compensation for its acceptance of this Indenture,
the Note Security Documents and services hereunder and thereunder.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Issuer will reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services
hereunder and under the Note Security Documents.  Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


(b)                                 The Issuer and the Guarantors,
jointly and severally, will indemnify the Trustee (which, for the purposes of
this Section 7.08, shall include its officers, directors, employees and
agents) against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture and the Note Security Documents, including the
costs and expenses of enforcing this Indenture against the Issuer and the
Guarantors (including this Section 7.08), enforcing the Pledge Agreement
against the Issuer and defending itself against any claim (whether asserted by
the Issuer, the Guarantors, any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
under this Indenture or the Note Security Documents, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith.  The Trustee will notify the
Issuer promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Issuer will not relieve the Issuer or any of the Guarantors of its obligations
hereunder.  The Issuer or such Guarantor
will defend the claim and the Trustee will cooperate in the defense.  The Trustee may have separate counsel and the
Issuer will pay the reasonable fees and expenses of such counsel.  Neither the Issuer nor any Guarantor need pay
for any settlement made without its consent, which consent will not be
unreasonably withheld.


 


(c)                                  The obligations of the Issuer and
the Guarantors under this Section 7.08 will survive the satisfaction and
discharge of this Indenture and the resignation and removal of the Trustee.


 


(d)                                 To secure the Issuer’s and the
Guarantors’ payment obligations in this Section 7.08, the Trustee will
have a Lien prior to the Notes on all money or property held or collected by
the Trustee, except that held in trust to pay principal and interest on
particular Notes.  Such Lien will survive
the satisfaction and discharge of this Indenture.


 


(e)                                  When the Trustee incurs expenses or
renders services after an Event of Default specified in Section 6.01(7) to
(12) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law.


 


(f)                                    The Trustee will comply with the
provisions of TIA § 313(b)(2) to the extent applicable.


 


Section 7.09                                Replacement of Trustee.


 


(a)                                  A resignation or removal of the
Trustee and appointment of a successor Trustee will become effective only upon
the successor Trustee’s acceptance of appointment as provided in this Section 7.09.


 


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(b)                                 The Trustee may resign in writing at
any time and be discharged from the trust hereby created by so notifying the
Issuer.  The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Issuer in writing.  The Issuer may remove the Trustee if:


 


(1)                                  the Trustee fails to comply with Section 7.11
hereof;


 


(2)                                  the Trustee is adjudged a bankrupt
or an insolvent or an order for relief is entered with respect to the Trustee
under any Bankruptcy Law;


 


(3)                                  a custodian or public officer takes
charge of the Trustee or its property; or


 


(4)                                  the Trustee becomes incapable of
acting.


 


(c)                                  If the Trustee resigns or is removed
or if a vacancy exists in the office of Trustee for any reason, the Issuer will
promptly appoint a successor Trustee. 
Within one year after the successor Trustee takes office, the Holders of
a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuer.


 


(d)                                 If a successor Trustee does not take
office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuer, or the Holders of at least 10% in principal
amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


(e)                                  If the Trustee, after written
request by any Holder who has been a Holder for at least six months, fails to
comply with Section 7.11 hereof, such Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


(f)                                    A successor Trustee will deliver a
written acceptance of its appointment to the retiring Trustee and to the
Issuer.  Thereupon, the resignation or
removal of the retiring Trustee will become effective, and the successor
Trustee will have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee will
mail a notice of its succession to Holders. 
The retiring Trustee will promptly transfer all property held by it as
Trustee to the successor Trustee, provided all
sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.08 hereof. 
Notwithstanding replacement of the Trustee pursuant to this Section 7.09,
the Issuer’s obligations under Section 7.08 hereof will continue for the
benefit of the retiring Trustee.


 


Section 7.10                                Successor Trustee by Merger, etc.


 


If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act will be the successor Trustee.


 


Section 7.11                                Eligibility; Disqualification.


 


There will at all
times be a Trustee hereunder that is a corporation organized and doing business
under the laws of the United States of America or of any state thereof or the
United Kingdom that is authorized under such laws to exercise corporate trustee
power, that is subject to supervision or examination by U.S. federal or state
or U.K. authorities and that has a combined capital and surplus of at least
$100.0 million (or equivalent in another currency) as set forth in its most
recent published annual report of condition.


 


This Indenture
will always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5) as if this Indenture were required to be qualified under the
TIA.  For purposes of this Indenture, the
Trustee will be deemed to be subject to TIA § 310(b); provided, however that there


 


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shall be excluded from
the operation of TIA § 310(b)(1) any indenture or indentures under which
other securities of, or certificates of interest or participation in other
securities of, the Issuer are outstanding if the requirements for such
exclusion as set forth in TIA § 310(b)(1) are met.


 


Section 7.12                                Preferential Collection of Claims
Against Issuer.


 


The Trustee will
be deemed to be subject to TIA § 311(a) on the same basis as if this
Indenture were required to be qualified under the TIA, excluding any creditor
relationship listed in TIA § 311(b). 
A Trustee who has resigned or been removed shall be deemed to be subject
to TIA § 311(a) to the extent indicated therein.


 


ARTICLE 8.


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01                                Option to Effect Legal Defeasance or
Covenant Defeasance.


 


The Issuer may, at
the option of its Board of Directors evidenced by a resolution set forth in an
Officers’ Certificate, and at any time, elect to have either Section 8.02
or 8.03 hereof be applied to all outstanding Notes and all outstanding Guarantees
upon compliance with the conditions set forth below in this Article 8.


 


Section 8.02                                Legal Defeasance and Discharge.


 


Upon the Issuer’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.02,
the Issuer and each of the Guarantors will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from their respective obligations with respect to all outstanding
Notes (including the Guarantees) on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that
the Issuer and the Guarantors will be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes (including the Guarantees),
which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in clauses (1) and
(2) below, and to have satisfied all their other Obligations under such Notes,
the Guarantees and this Indenture (and the Trustee, on demand of and at the
expense of the Issuer, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:


 


(1)                                  the rights of Holders of outstanding
Notes to receive payments in respect of the principal, interest, premium,
Additional Amounts and Additional Interest, if any, on such Notes when such
payments are due from the trust referred to in Section 8.04 hereof;


 


(2)                                  the Issuer’s obligations with
respect to such Notes under Article 2 and Section 4.02 hereof;


 


(3)                                  the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’
obligations in connection therewith;


 


(4)                                  Section 4.22 hereof; and


 


(5)                                  the Legal Defeasance provisions of
this Article 8.


 


Subject to
compliance with this Article 8, the Issuer may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.


 


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Section 8.03                                Covenant Defeasance.


 


Upon the Issuer’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03,
the Issuer and each of the Guarantors will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from each of
their obligations under the covenants contained in Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4,17, 4.18, 4.19, 4.20, 4.21 and 4.24(a) to
(f) hereof and clause (4) of Section 5.01(a) hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes will thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes will not be deemed outstanding for accounting
purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Guarantees,
the Issuer and the Guarantors may omit to comply with and will have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and
such Notes and Guarantees will be unaffected thereby.  In addition, upon the Issuer’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03
hereof, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(3) through 6.01(5) hereof will not constitute Events of
Default.


 


Section 8.04                                Conditions to Legal or Covenant
Defeasance.


 


In order to
exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:


 


(1)                                  the Issuer must irrevocably deposit
with the Trustee, in trust, for the benefit of the Holders, cash in U.S.
dollars, noncallable Government Securities, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to
pay the Accreted Value of, premium and Additional Amounts, if any, and
Additional Interest, if any, on the outstanding Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be, and
the Issuer must specify whether the Notes are being defeased to such stated
date for payment or to a particular redemption date;


 


(2)                                  in the case of an election under Section 8.02
hereof, the Issuer has delivered:


 


(a)                                  to the Trustee an Opinion of Counsel
from U.S. counsel addressed to and reasonably acceptable to the Trustee
confirming that (i) the Issuer has received from, or there has been published
by, the U.S. Internal Revenue Service a ruling; or (ii) since the Issue Date,
there has been a change in the applicable U.S. federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such Legal
Defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
Legal Defeasance had not occurred; and


 


(b)                                 an Opinion of Counsel from United
Kingdom counsel addressed to and reasonably acceptable to the Trustee to the
effect that (i) Holders of the Notes will not recognize income, gain or
loss for United Kingdom income tax purposes as a result of the Legal Defeasance
and will be subject to United Kingdom income tax on the same amounts, in the
same manner and at the same time as would have been the case if such Legal
Defeasance had not occurred, and (ii) payments from the defeasance trust
can be made free and exempt from


 


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any
and all withholding and other taxes of whatever nature imposed or levied by or
on behalf of the United Kingdom or any taxing authority thereof;


 


(3)                                  in the case of an election under Section 8.03
hereof, the Issuer has delivered:


 


(a)                                  to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Covenant Defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not
occurred; and


 


(b)                                 an Opinion of Counsel from United
Kingdom counsel addressed to and reasonably acceptable to the Trustee to the
effect that (i) Holders of the Notes will not recognize income, gain or
loss for United Kingdom income tax purposes as a result of the Legal Defeasance
and will be subject to United Kingdom income tax on the same amounts, in the
same manner and at the same time as would have been the case if such Legal
Defeasance had not occurred, and (ii) payments from the defeasance trust
can be made free and exempt from any and all withholding and other taxes of
whatever nature imposed or levied by or on behalf of the United Kingdom or any
taxing authority thereof;


 


(4)                                  no Default or Event of Default has
occurred and is continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit);


 


(5)                                  such Legal Defeasance or Covenant
Defeasance will not result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than this Indenture) to which
Inmarsat Holdings Limited or any of its Subsidiaries is a party or by which
Inmarsat Holdings Limited or any of its Subsidiaries is bound;


 


(6)                                  the Issuer must deliver to the
Trustee an Officers’ Certificate stating that in making the deposit, the Issuer
was not influenced by a desire to prefer the Holders of Notes over the other
creditors of the Issuer or with the intent of defeating, hindering, delaying or
defrauding creditors of the Issuer or others; and


 


(7)                                  the Issuer must deliver to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.


 


Section 8.05                                Deposited Money and Government
Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06
hereof, all money and noncallable Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 hereof in respect of the outstanding Notes will
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee
may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium and Additional Amounts, if any, and
Additional Interest, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.


 


The Issuer will
pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or noncallable Government Securities deposited
pursuant to Section 8.04 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.


 


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Notwithstanding
anything in this Article 8 to the contrary, the Trustee will deliver or
pay to the Issuer from time to time upon the request of the Issuer any money or
noncallable Government Securities held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06                                Repayment to Issuer.


 


Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the principal of, premium or Additional Amounts, if
any, and Additional Interest, if any, or interest on any Note and remaining
unclaimed for two years after such principal, premium or Additional Amounts, if
any, and Additional Interest, if any, or interest has become due and payable
shall be paid to the Issuer on its request or (if then held by the Issuer) will
be discharged from such trust; and the Holder of such Note will thereafter be
permitted to look only to the Issuer for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuer cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Issuer.


 


Section 8.07                                Reinstatement.


 


If the Trustee or
Paying Agent is unable to apply any United States dollars or noncallable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as
the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuer’s and the Guarantors’ obligations under this
Indenture and the Notes and the Guarantees will be revived and reinstated as
though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of
principal of, premium or Additional Amounts, if any, and Additional Interest,
if any, or interest on any Note following the reinstatement of its obligations,
the Issuer will be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.


 


ARTICLE 9.


AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01                                Without Consent of Holders of Notes.


 


Notwithstanding Section 9.02
of this Indenture, the Issuer, the Guarantors and the Trustee may amend or
supplement this Indenture, the Notes, the Guarantees of the Notes, the
Intercreditor Agreement, the Priority Deed, the Note Security Documents or the
Registration Rights Agreement without the consent of any Holder of a Note:


 


(1)                                  to cure any ambiguity, defect or
inconsistency;


 


(2)                                  to provide for uncertificated Notes
in addition to or in place of certificated Notes;


 


(3)                                  to provide for the assumption of the
obligations of Inmarsat Holdings Limited, the Issuer or any Guarantor to the
Holders of the Notes in the case of a merger,


 


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consolidation, amalgamation or other combination, or a sale
of all or substantially all of the assets of Inmarsat Holdings Limited, the
Issuer or such Guarantor;


 


(4)                                  to make any change that would
provide any additional rights or benefits to the Holders of Notes or that does
not adversely affect the legal rights under this Indenture, the Notes, the
Guarantees of the Notes, the Intercreditor Agreement, the Priority Deed or the
Note Security Documents of any such Holder;


 


(5)                                  to comply with requirements of the
SEC in order to effect or maintain the qualification of this Indenture under
the TIA;


 


(6)                                  to conform the text of this
Indenture, the Notes, the Guarantees of the Notes, the Priority Deed or the
Note Security Documents to any provision of the “Description of the Notes” section of
the Offering Circular, to the extent that such provision in that “Description
of the Notes” section was intended to be a verbatim recitation of a
provision of this Indenture, the Notes, the Guarantees of the Notes, the
Priority Deed or the Note Security Documents;


 


(7)                                  to provide for the issuance of
Additional Notes in accordance with the limitations set forth in this Indenture
as of the date hereof;


 


(8)                                  to provide for the discharge of a
Guarantor or a release of security in accordance with the terms of this Indenture;
or


 


(9)                                  to enter into an Intercreditor
Agreement to (A) subordinate any Guarantee of the Notes given pursuant to Section 4.19
to Senior Debt of the relevant Guarantor permitted to be incurred under this
Indenture after the Issue Date in accordance with Section 4.19, (B) to
make any Lien granted in favor of the Holders of the Notes pursuant to Section 4.12
junior to the relevant Lien giving rise to the obligation to secure the Notes
or the Guarantees of the Notes under such Section 4.12 or to any other senior
Lien (C) to subordinate any Triggering Guarantee to the Notes and/or the
Guarantees of the Notes, and (D) to subordinate any Subordinated Shareholder
Funding permitted to be incurred under this Indenture to the Notes, the
Guarantees of the Notes and the Subordinated Intercompany Note Proceeds Loan on
substantially equivalent terms (including the same remedy bars in favor of
Holders of the Notes and the Guarantees) to those on which the Subordinated
Preference Certificates are subordinated to Indebtedness under the Notes, the
Guarantees of the Notes and the Subordinated Intercompany Note Proceeds Loan
pursuant to the Priority Deed (in each case, as in effect on the Issue
Date), provided, however, that in
the case of clause (A) and (B) that any such Intercreditor Agreement provides
that either (i) the final Stated Maturity of the Senior Debt is prior to the
final Stated Maturity of the Notes or (ii) such Intercreditor Agreement
permits payments to be made to the Issuer to fund the repayment of the Notes at
the Stated Maturity thereof.


 


Upon the request
of the Issuer accompanied by a resolution of its Board of Directors authorizing
the execution of any such amended or supplemental indenture, and upon receipt
by the Trustee of the documents described in Section 7.03 hereof, the
Trustee will join with the Issuer and the Guarantors in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this
Indenture and the TIA and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee will not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.


 


Section 9.02                                With Consent of Holders of Notes.


 


Except as provided
below in this Section 9.02, the Issuer, the Guarantors and the Trustee may
amend or supplement this Indenture, the Notes, the Guarantees of the Notes, the
Intercreditor


 


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Agreement, the Priority
Deed, the Subordinated Intercompany Note Proceeds Loan, the Note Security
Documents and Registration Rights Agreement with the consent of the Holders of
at least a majority in principal amount at maturity of the Notes (including,
without limitation, Additional Notes, if any) then outstanding voting as a
single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
Accreted Value of, premium or Additional Amounts, if any, and Additional
Interest, if any, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture, the Notes, the Guarantees of the Notes, the Intercreditor
Agreement, the Priority Deed, the Subordinated Intercompany Note Proceeds Loan,
the Note Security Documents and the Registration Rights Agreement may be waived
with the consent of the Holders of a majority in principal amount at maturity
of the then outstanding Notes voting as a single class (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes).


 


Upon the request
of the Issuer accompanied by a resolution of its Board of Directors authorizing
the execution of any such amended or supplemental indenture, and upon the
filing with the Trustee of evidence satisfactory to the Trustee of the consent
of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.03 hereof, the Trustee will join with the
Issuer and the Guarantors in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture directly affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but will not be obligated to, enter
into such amended or supplemental Indenture.


 


It shall not be
necessary for the consent of the Holders of Notes under this Section 9.02
to approve the particular form of any proposed amendment or waiver, but it is
sufficient if such consent approves the substance thereof.


 


After an
amendment, supplement or waiver under this Section 9.02 becomes effective,
the Issuer will mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver. 
Any failure of the Issuer to mail such notice, or any defect therein,
will not, however, in any way impair or affect the validity of any such amended
or supplemental indenture or waiver. 
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount at maturity of the Notes then outstanding voting as
a single class may waive compliance in a particular instance by the Issuer with
any provision of this Indenture, the Notes, the Guarantees, the Intercreditor
Agreement, the Priority Deed, the Subordinated Intercompany Note Proceeds Loan,
the Note Security Documents and Registration Rights Agreement.  However, without the consent of each Holder
affected, an amendment, supplement or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder):


 


(1)                                  reduce the principal amount at
maturity of Notes whose Holders must consent to an amendment, supplement or
waiver;


 


(2)                                  reduce the Accreted Value or
principal amount at maturity of or change the Stated Maturity of any Note or
alter the provisions with respect to the redemption of the Notes;


 


(3)                                  reduce the rate of or change the
Stated Maturity of any payment of interest, accretion of original issue
discount or Additional Interest on any Note;


 


(4)                                  waive a Default or Event of Default
in the payment of Accreted Value, principal, premium, interest, Additional
Amounts, if any, and Additional Interest, if any, on the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority
in aggregate principal amount of the Notes and a waiver of the payment default
that resulted from such acceleration);


 


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(5)                                  make any Note payable in money other
than that stated in the Notes;


 


(6)                                  make any change in the provisions of
this Indenture relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of, premium, interest, Additional
Interest or Additional Amounts on the Notes;


 


(7)                                  waive a redemption payment with
respect to any Note;


 


(8)                                  change the ranking of the Notes, the
Guarantees of the Notes or the security created pursuant to the Note Security
Documents;


 


(9)                                  make any change in the foregoing
amendment and waiver provisions.


 


In addition, any
amendment to, or waiver of, the provisions of this Indenture, the Notes, the
Guarantees of the Notes, the Subordinated Intercompany Note Proceeds Loan, the
Intercreditor Agreement, the Priority Deed or the Note Security Documents
relating to the release of any Guarantor from any Obligation under its
Guarantee of the Notes or this Indenture (except in accordance with this
Indenture) or of the security for the Notes and the Guarantees of the Notes
(except in accordance with this Indenture), in either case, that adversely
affects the rights of the Holders of the Notes will require the consent of the
Holders of at least 90% in aggregate principal amount of Notes then
outstanding.


 


Section 9.03                                Compliance with Trust Indenture Act.


 


Every amendment or
supplement to this Indenture or the Notes shall be set forth in a amended or
supplemental indenture that would comply with the TIA as then in effect as if
this Indenture were required to be qualified under the TIA.


 


Section 9.04                                Revocation and Effect of Consents.


 


Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by the Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent is not made on any
Note.  However, any such Holder of a Note
or subsequent Holder of a Note may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective. 
An amendment, supplement or waiver becomes effective in accordance with
its terms and thereafter binds every Holder.


 


Section 9.05                                Notation on or Exchange of Notes.


 


The Trustee may
place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated.  The
Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt
of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.


 


Section 9.06                                Trustee to Sign Amendments, etc.


 


The Trustee will
sign any amended or supplemental indenture authorized pursuant to this Article 9
if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. 
The Issuer and the Guarantors may not sign an amended or supplemental
indenture until the respective Board of Directors approves it.  In executing any amended or supplemental
indenture, the Trustee will be entitled to receive and (subject to Section 7.02
hereof) will be fully protected in relying upon, in addition to the documents
required by Section 13.04 hereof,


 


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an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture.


 


ARTICLE 10.


COLLATERAL AND SECURITY


 


Section 10.01                          Security Documents.


 


(a)                                  The due and punctual payment of the
Accreted Value, principal, premium, interest, Additional Amounts and Additional
Interest, if any, on the Notes and the Guarantees when and as the same shall be
due and payable, whether on a Regular Interest Payment Date, at maturity, by
acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of, interest, Additional Amounts and Additional Interest (to the
extent permitted by law), if any, on the Notes and the Guarantees and
performance of all other obligations of the Issuer and the Guarantors to the
Holders of Notes and the Trustee under this Indenture, the Notes and the
Guarantees are secured as provided in the Note Security Documents.


 


(b)                                 Each Holder of Notes, by its
acceptance thereof, consents and agrees to the terms of the Note Security
Documents as the same may be in effect or may be amended from time to time in
accordance with their terms and this Indenture, and authorizes and directs the
Trustee to enter into the Note Security Documents and to perform its
obligations and exercise its rights thereunder in accordance herewith and
therewith.


 


(c)                                  The Issuer will do or cause to be
done all such acts and things as may be necessary or proper, or as may be required
by the provisions of the Note Security Documents to assure and confirm to the
Trustee that it holds, for the benefit of the Holders, duly created,
enforceable and perfected Liens as contemplated hereby, by the Note Security
Documents or any part thereof, as from time to time constituted, so as to
render the same available for the security and benefit of this Indenture and of
the Notes and Guarantees secured hereby, according to the intent and purposes
herein expressed.  The Issuer and the
Guarantors will each take, and will cause their Subsidiaries to take, upon
request of the Trustee, any and all actions reasonably required to cause the
Note Security Documents to create and maintain, as security for the Obligations
of the Issuer hereunder, a valid and enforceable perfected first priority Lien
in and on the relevant Pledged Collateral in favor of the Trustee for the
benefit of the Holders of Notes, superior to and prior to the rights of all
third Persons and subject to no other Liens than Permitted Liens.


 


Section 10.02                          Release of Collateral.


 


(a)                                  Subject to subsections (b) through
(e) of this Section 10.02, Pledged Collateral shall be released from the
Lien and the security interest created by the Note Security Documents in
accordance with the provisions of the Note Security Documents and upon Legal
Defeasance or satisfaction and discharge of the Notes under Section 12.01;


 


(b)                                 In connection with the foregoing,
the Trustee will execute, deliver and acknowledge any necessary or proper
instruments of termination, satisfaction or release to evidence the release of
any Pledged Collateral permitted to be released pursuant to the foregoing
provisions.


 


(c)                                  No Pledged Collateral may be
released from the Lien and security interest created by the Note Security Documents
pursuant to the provisions of the Note Security Documents unless the
certificates required by Section 10.03 have been delivered to the Trustee.


 


(d)                                 At any time when a Default or Event
of Default has occurred and is continuing, no release of Pledged Collateral
pursuant to the provisions of the Note Security Documents will be effective as
against the Holders of Notes.


 


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(e)                                  The release of any Pledged
Collateral from the terms of this Indenture and the Note Security Documents
will not be deemed to impair the security under this Indenture in contravention
of the provisions hereof if and to the extent the Pledged Collateral is
released pursuant to the terms of the Note Security Documents.  The Issuer and the Guarantors will comply
with the provisions of TIA § 314. 
To the extent applicable, the Issuer and the Guarantors will cause TIA § 313(b),
relating to reports, and TIA § 314(d), relating to the release of property
or securities from the Lien and security interest of the Note Security
Documents and relating to the substitution therefor of any property or
securities to be subjected to the Lien and security interest of the Note
Security Documents, to be complied with. 
Any certificate or opinion required by TIA § 314(d) may be made by
an Officer of the Issuer or any Guarantor except in cases where TIA § 314(d)
requires that such certificate or opinion be made by an independent Person,
which Person will be an independent engineer, appraiser or other expert selected
or approved (such approval not to be unreasonably withheld) by the Trustee.


 


Notwithstanding
anything to the contrary in this paragraph, the Issuer and the Guarantors will
not be required to comply with all or any portion of TIA §314(d) if they determine,
in good faith based on advice of counsel, that under the terms of TIA §314(d)
and/or any interpretation or guidance as to the meaning thereof of the SEC and
its staff, including “no action” letters or exemptive orders, all or any
portion of TIA §314(d) is inapplicable to one or a series of releases of
collateral.


 


Section 10.03                          Certificates of the Issuer.


 


The Issuer will
furnish to the Trustee, prior to each proposed release of Pledged Collateral
pursuant to the Note Security Documents:


 


(1)                                  all documents required by TIA
§314(d); and


 


(2)                                  an Opinion of Counsel, which may be
rendered by internal counsel to the Issuer, to the effect that such
accompanying documents constitute all documents required by TIA §314(d) and, if
applicable, such release complies with the Note Security Documents.


 


The Trustee may,
to the extent permitted by Sections 7.02 and 7.03 hereof, accept as conclusive
evidence of compliance with the foregoing provisions the appropriate statements
contained in such documents and such Opinion of Counsel.


 


Section 10.04                          Certificates of the Trustee.


 


In the event that
the Issuer wishes to release Pledged Collateral in accordance with the Note
Security Documents and has delivered the certificates and documents required by
the Note Security Documents and Sections 10.02 and 10.03 hereof, the Trustee
will determine whether it has received all documentation required by TIA § 314(d)
in connection with such release.


 


Section 10.05                          Authorization of Actions to Be Taken
by the Trustee Under the Note Security Documents.


 


(a)                                  Subject to the provisions of Section 7.02
and 7.03 hereof, the Trustee may, in its sole discretion and without the
consent of the Holders of Notes, take and shall take (at the direction of the
Holders) all actions necessary or appropriate in order to:


 


(1)                                  enforce any of the terms of the Note
Security Documents; and


 


(2)                                  collect and receive any and all
amounts payable in respect of the Obligations of the Issuer or any Guarantor
hereunder or under the Note Security Documents.


 


(b)                                 Subject to the foregoing, the
Trustee will have power to institute and maintain such suits and proceedings as
it may deem expedient to prevent any impairment of the Pledged Collateral


 


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by any acts that may be
unlawful or in violation of the Note Security Documents or this Indenture, and
such suits and proceedings as the Trustee may deem expedient to preserve or
protect its interests and the interests of the Holders of Notes in the Pledged
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or
order would impair the security interest hereunder or be prejudicial to the
interests of the Holders of Notes or of the Trustee).


 


Section 10.06                          Authorization of Receipt of Funds by
the Trustee Under the Note Security Documents.


 


The Trustee is
authorized to receive any funds for the benefit of the Holders of Notes
distributed under the Note Security Documents, and to make further
distributions of such funds to the Holders of Notes according to the provisions
of this Indenture.


 


Section 10.07                          Termination of Security.


 


Upon the full and
final payment and performance of all Obligations of the Issuer and the
Guarantors under this Indenture, the Notes and the Guarantees, the Trustee will
release the Liens pursuant to this Indenture and the Note Security Documents.


 


ARTICLE 11.


GUARANTEES


 


Section 11.01                          Guarantee.


 


(a)                                  Subject to this Article 11,
each Guarantor hereby, jointly and severally, unconditionally guarantees to
each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Issuer
hereunder or thereunder, that:


 


(1)                                  the Accreted Value of, interest,
premium, and Additional Amounts, if any, and Additional Interest, if any, on
the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue Accreted
Value of, interest, Additional Amounts, if any, and Additional Interest, if
any, (to the extent permitted by law), on the Notes, and all other Obligations
of the Issuer to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and


 


(2)                                  in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.


 


Failing payment
when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay
the same immediately.  Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.


 


(b)                                 The Guarantors hereby agree that
their obligations hereunder are unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.  Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever
and covenant that this


 


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Guarantee will not be
discharged except by complete performance of the obligations contained in the
Notes and this Indenture.


 


(c)                                  If any Holder or the Trustee is
required by any court or otherwise to return to the Issuer, the Guarantors or
any custodian, trustee, liquidator or other similar official acting in relation
to either the Issuer or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Guarantee, to the extent theretofore discharged,
will be reinstated in full force and effect.


 


(d)                                 Each Guarantor agrees that it will
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.  Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the
Guarantors for the purpose of this Guarantee. 
The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Guarantee.


 


Section 11.02                          Limitation on Guarantor Liability.


 


Each Guarantor,
and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Guarantee of such Guarantor not
constitute a fraudulent transfer, a fraudulent conveyance or a transaction at
under value for purposes of Bankruptcy Law or any similar law to the extent
applicable to any Guarantee.  To
effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited
to the maximum amount that will, after giving effect to such maximum amount and
all other contingent and fixed liabilities of such Guarantor that are relevant
under such laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 11,
result in the obligations of such Guarantor under its Guarantee not
constituting a fraudulent transfer, fraudulent conveyance or transaction at
under value.  In addition, the Board of
Directors of the Issuer and each Guarantor is satisfied, after due and careful
consideration of the terms of the Guarantees, that the giving of the Guarantees
by the Guarantors is for the purposes and to the benefit of the Issuer and each
Guarantor.


 


Section 11.03                          Execution and Delivery of Guarantee.


 


To evidence its
Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees
that a notation of such Guarantee substantially in the form attached as Exhibit
F hereto will be endorsed by an Officer of such Guarantor on each Note
authenticated and delivered by the Trustee and that this Indenture will be
executed on behalf of such Guarantor by one of its Officers.


 


Each Guarantor
hereby agrees that its Guarantee set forth in Section 11.01 hereof will
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee.


 


If an Officer
whose signature is on this Indenture or on the Guarantee no longer holds that
office at the time the Trustee authenticates the Note on which a Guarantee is
endorsed, the Guarantee will be valid nevertheless.


 


The delivery of
any Note by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Guarantee set forth in this Indenture on behalf
of the Guarantors.


 


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Section 11.04                          Guarantors May Consolidate, etc., on
Certain Terms.


 


Inmarsat Holdings
Limited may not sell or otherwise dispose of all or substantially all of its
assets to, or consolidate, merge, amalgamate or otherwise combine with or into
(whether or not Inmarsat Holdings Limited is the surviving person), any person
unless it complies with Section 5.01.


 


Without prejudice
to Article 5, no Subsidiary Guarantor may sell or otherwise dispose of all
or substantially all of its assets to, or consolidate, merge, amalgamate or
otherwise combine with or into (whether or not such Subsidiary Guarantor is the
surviving Person) another Person, unless:


 


(1)                                  immediately prior to and after
giving effect to that transaction, no Default or Event of Default exists; and


 


(2)                                  either:


 


(a)                                  the Person acquiring the property in
any such sale or disposition or the Person formed by or surviving any such
consolidation or merger assumes all the obligations of that Guarantor, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to
the Trustee, under this Indenture, its Guarantee, the Registration Rights
Agreement, the Intercreditor Agreement, the Priority Deed and the Note Security
Documents; or


 


(b)                                 such sale is undertaken in
accordance with, and the Net Proceeds of such sale or other disposition are
applied in accordance with, the applicable provisions of this Indenture, including
without limitation, Section 4.10 hereof.


 


In case of any
such sale, consolidation or merger, and the upon compliance with clause (2) of
the second paragraph of this Section 11.04, such successor Person will
succeed to and be substituted for the relevant Subsidiary Guarantor with the
same effect as if it had been named herein as a Guarantor.  Such successor Person thereupon may cause to
be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Issuer and
delivered to the Trustee.  All the
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Guarantees
had been issued at the date of the execution hereof.


 


Except as set
forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b)
above, nothing contained in this Indenture or in any of the Notes will prevent
any consolidation or merger of a Guarantor with or into the Issuer or another
Guarantor, or will prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Issuer or
another Guarantor.


 


Section 11.05                          Releases.


 


The Guarantee of
Inmarsat Holdings Limited will be released upon the full and final payment and
performance of all Obligations under this Indenture and the Notes.


 


Subject to Article 5,
any Guarantee by a Restricted Subsidiary of Inmarsat Holdings Limited shall be
released:


 


(1)                                  if the Parent Guarantor designates
such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.20;


 


(2)                                  upon Legal Defeasance or Covenant
Defeasance, or satisfaction and discharge of the Notes as provided under Section 12.01;


 


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(3)                                  if (A) all shares of the relevant
Subsidiary Guarantor (or any direct or indirect Holding Company) are sold or
otherwise disposed of to a Person that is not an Affiliate of Inmarsat Holdings
Limited, (B) such sale or other disposition referred to in clause (A) complies
with, and the Net Proceeds thereof are applied in compliance with, Section 4.10
and (C) immediately prior to and after giving effect to that transaction, no
Default or Event of Default exists; and


 


(4)                                  upon the unconditional release of
the Triggering Guarantee that gave rise to the relevant Guarantee of the Notes
(other than as a consequence of any enforcement action by the beneficiaries thereof);
provided that such Guarantor does not
have any other guarantees of Indebtedness outstanding on the date of the
proposed release that would (were such other guarantee granted on the release
date) require the granting of a Guarantee of the Notes under Section 4.19
of this Indenture.


 


Any Guarantor not
released from its obligations under its Guarantee as provided in this Section 11.05
will remain liable for the full amount of Accreted Value of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.


 


ARTICLE 12.


SATISFACTION AND DISCHARGE


 


Section 12.01                          Satisfaction and Discharge.


 


This Indenture
will be discharged and will cease to be of further effect as to all Notes
issued hereunder, when:


 


(1)                                  either:


 


(a)                                  all Notes that have been
authenticated (except lost, stolen or destroyed Notes that have been replaced
or paid and Notes for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Issuer), have been delivered to the Trustee
for cancellation; or


 


(b)                                 all Notes that have not been
delivered to the Trustee for cancellation have become due and payable by reason
of the mailing of a notice of redemption or otherwise or will become due and
payable within one year and the Issuer or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders, cash in U.S. dollars, noncallable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, without consideration of any reinvestment of interest, to pay and
discharge the entire Indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium Additional Amounts, if any, and Additional
Interest, if any, and accrued interest to the date of maturity or redemption;


 


(2)                                  no Default or Event of Default has
occurred and is continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit) and the deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Issuer or any
Guarantor is a party or by which the Issuer or any Guarantor is bound;


 


(3)                                  the Issuer or any Guarantor has paid
or caused to be paid all sums payable by it under this Indenture; and


 


(4)                                  the Issuer has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of the Notes at maturity or the redemption date, as the case
may be.


 


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In addition, the
Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge
have been satisfied.


 


Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
provisions of Sections 12.02 and 8.06 will survive.  In addition, nothing in this Section 12.01
will be deemed to discharge those provisions of Section 7.08 hereof, that,
by their terms, survive the satisfaction and discharge of this Indenture.


 


Section 12.02                          Application of Trust Money.


 


Subject to the
provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 12.01 hereof shall be held in trust and applied by it,
in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.


 


If the Trustee or
Paying Agent is unable to apply any money or Government Securities in
accordance with Section 12.01 hereof by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Issuer’s
and any Guarantor’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section 12.01
hereof; provided that if the Issuer has made any
payment of principal of, premium, if any, or interest on any Notes because of
the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.


 


ARTICLE 13.


MISCELLANEOUS


 


Section 13.01                          Trust Indenture Act Controls.


 


If any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by TIA
§318(c), the imposed duties will control.


 


Section 13.02                          Notices.


 


Any notice or
communication by the Issuer, any Guarantor or the Trustee to the others is duly
given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others’ address:


 


If to the Issuer and/or
any Guarantor:


 


Inmarsat Holdings Limited

99 City Road

London EC1Y 1AX

United Kingdom

Telecopier No.:  +44 20 7728 1665

Attention:  Company Secretary


 


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With a copy to:

Clifford Chance

10 Upper Bank Street


London  E14 5JJ

United Kingdom

Telecopier No.:  +44 20 7600 5555

Attention:  John W. Connolly III


 


If to the Trustee:

The Bank of New York

One Canada Square


London E14 5AL

Telecopier No.:  +44 20 7964 6399

Attention:  Corporate Trust


 


The Issuer, any
Guarantor or the Trustee, by notice to the others, may designate additional or
different addresses for subsequent notices or communications.


 


All notices and
communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery.


 


Any notice or
communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication
will also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA.  Failure to
mail a notice or communication to a Holder or any defect in it will not affect
its sufficiency with respect to other Holders.


 


If a notice or
communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.


 


If the Issuer
mails a notice or communication to Holders, it will mail a copy to the Trustee
and each Agent at the same time.


 


Section 13.03                          Communication by Holders of Notes
with Other Holders of Notes.


 


Holders may
communicate pursuant to TIA § 312(b) with other Holders with respect to
their rights under this Indenture or the Notes. 
The Issuer, the Trustee, the Registrar and anyone else shall have the
protection of TIA § 312(c).


 


Section 13.04                          Certificate and Opinion as to
Conditions Precedent.


 


Upon any request
or application by the Issuer to the Trustee to take any action under this
Indenture, the Issuer shall furnish to the Trustee:


 


(1)                                  an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 13.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


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(2)                                  an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 13.05 hereof) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Section 13.05                          Statements Required in Certificate
or Opinion.


 


Each certificate
or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4))
must comply with the provisions of TIA § 314(e) and must include:


 


(1)                                  a statement that the Person making
such certificate or opinion has read such covenant or condition;


 


(2)                                  a brief statement as to the nature
and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;


 


(3)                                  a statement that, in the opinion of
such Person, he or she has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been satisfied; and


 


(4)                                  a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been satisfied.


 


Section 13.06                          Rules by Trustee and Agents.


 


The Trustee may
make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.


 


Section 13.07                          No Personal Liability of Directors,
Officers, Employees and Stockholders.


 


No past, present
or future director, officer, employee, incorporator or stockholder of the
Issuer or any Guarantor, as such, will have any liability for any obligations
of the Issuer or the Guarantors under the Notes, this Indenture, the Guarantees
of the Notes, the Note Security Documents or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.  The waiver may not be effective
to waive liabilities under the U.S. federal securities laws.


 


Section 13.08                          Governing Law.


 


THE INTERNAL LAW
OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE,
THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 13.09                          Submission to Jurisdiction.


 


ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST THE ISSUER OR ANY GUARANTOR ARISING OUT OF OR
RELATING HERETO OR ANY OTHER TRANSACTION DOCUMENT, OR ANY OF THE OBLIGATIONS
THEREUNDER, OR ARISING UNDER THE U.S. FEDERAL OR STATE SECURITIES LAWS MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY AND CITY OF


 


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NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT,
THE ISSUER AND EACH GUARANTOR, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
JURISDICTION AND VENUE OF SUCH COURTS; 
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE AS SET OUT IN SECTION 13.10
BELOW OR BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE
ISSUER OR THE APPLICABLE GUARANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 13.02;  AGREES THAT SUCH SERVICE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE ISSUER OR THE APPLICABLE GUARANTOR IN ANY
SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
BINDING SERVICE IN EVERY RESPECT; AND 
AGREES TRUSTEE RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST THE ISSUER OR THE APPLICABLE
GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION.


 


Section 13.10                          Service of Process


 


The Issuer and
each Guarantor hereby acknowledge and agree that each of them has, by separate
letter agreement, irrevocably appointed CT Corporation, as its authorized agent
upon which process may be served in any suit or proceeding against the Issuer
and each Guarantor arising out of or relating to this Indenture 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 Indenture, and agree that
service of process upon such agent, and written notice of said service to them,
by the person serving the same to the address provided in Section 13.02,
shall be deemed in every respect effective service of process upon either of
them in any such suit or proceeding.  The
Issuer and each 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 seven years from the date of this Indenture.


 


Section 13.11                          Waiver of Jury Trial.


 


EACH OF THE
PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF
THE OTHER TRANSACTION DOCUMENTS.  THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. 
EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON
THIS WAIVER IN ITS RELATED FUTURE DEALINGS. 
EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 13.11 AND EXECUTED BY EACH
OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO.  IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


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Section 13.12                          Foreign Judgment Currency.


 


If any Person
suffers or incurs a loss, cost, liability or expense due to:


 


(a)                                  it receiving an amount in respect of
the Issuer or any Guarantor’s liability under this Indenture; or


 


(b)                                 such a liability being converted
into claim, proof, judgment, order or award,


 


in a current
differing from that in which the amount is expressed to be payable under this
Indenture, the Issuer or any Guarantor, as applicable, shall, as an independent
obligation, indemnify such Person against that loss, cost, liability or expense
within three (3) Business Days of demand.


 


Section 13.13                          No Adverse Interpretation of Other
Agreements.


 


This Indenture may
not be used to interpret any other indenture, loan or debt agreement of the
Issuer or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.


 


Section 13.14                          VAT


 


All consideration
expressed to be payable under this Indenture, the Notes or the Guarantees by
any party thereto to the Trustee or any Holder of the Notes shall be deemed to
be exclusive of any VAT.  If VAT is
chargeable on any supply made by any Trustee or any Holder of the Notes in
connection with this Indenture, the Notes or the Guarantees, that party shall
pay to the Trustee or any Holder of the Notes, as applicable, (in addition to
and at the same time as paying the consideration) an amount equal to the amount
of the VAT.


 


Section 13.15                          Successors.


 


All agreements of
the Issuer in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this
Indenture will bind its successors.  All
agreements of each Guarantor in this Indenture will bind its successors, except
as otherwise provided in Section 11.05.


 


Section 13.16                          Severability.


 


In case any
provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


 


Section 13.17                          Counterpart Originals.


 


The parties may
sign any number of copies of this Indenture. 
Each signed copy will be an original, but all of them together represent
the same agreement.


 


Section 13.18                          Table of Contents, Headings, etc.


 


The Table of
Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and will in no way modify or restrict
any of the terms or provisions hereof.


 


(Signature Page Follows.)


 


98





















 


SIGNATURES


 


 


	
  Dated as of November 24,
  2004

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  DANIEL WYNNE

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Wynne

  
	
   

  	
   

  	
  Title:  Vice President