Exhibit
4.2


 


Inmarsat Finance II plc


 


$450,000,000


 


103/8 % Senior Discount
Notes due 2012


 


 


REGISTRATION RIGHTS AGREEMENT


 


November 24,
2004


 


CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED


BARCLAYS BANK PLC


c/o Credit Suisse First Boston (Europe) Limited


One Cabot Square


London, E14 4DS


United Kingdom


 


 


Dear Sirs:


 


Inmarsat Finance II plc, a company incorporated in England and Wales
(the “Issuer”), proposes to issue and sell to
Credit Suisse First Boston (Europe) Limited and Barclays Bank PLC
(collectively, the “Initial Purchasers”),
upon the terms set forth in a purchase agreement dated November 9, 2004 (the “Purchase Agreement”), $450,000,000 aggregate principal
amount at maturity of its 103/8 % Senior Discount Notes
due 2012 (the “Initial Securities”) to be guaranteed (the “Guarantee”)
by Inmarsat Holdings Limited (the “Guarantor” and,
collectively with the Issuer, the “Obligors”).  The Initial Securities will be issued
pursuant to an Indenture, dated as of November 24, 2004, (the “Indenture”), among the Issuer, the Guarantor named therein
and The Bank of New York, as trustee (the “Trustee”).  As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, each of the Obligors agrees with the Initial
Purchasers, for the benefit of the Initial Purchasers and the holders of the
Securities (as defined below) (each a “Holder” and
collectively, the “Holders”), as follows:


 


1.  Registered
Exchange Offer.  Unless not
permitted by applicable law (after the Obligors have complied with the ultimate
paragraph of this Section 1), the Obligors shall use their commercially
reasonable efforts to prepare and, not later than 120 days from the date hereof
(such date being the “Exchange Filing Deadline”), file with the Securities and Exchange
Commission (the “Commission”) a registration
statement (the “Exchange  Offer
Registration  Statement”) on
an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer
Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange
for the Initial Securities, a like aggregate principal amount at maturity of
debt securities of


 





















 


the Obligors issued under the Indenture, identical in all material
respects to the Initial Securities and registered under the Securities Act (the
“Exchange Securities”).  Each of the Obligors shall use its
commercially reasonable efforts to (i) cause such Exchange Offer Registration
Statement to become effective under the Securities Act on or prior to 180 days
from the date hereof (such date being an “Exchange
Effectiveness Deadline”)  and (ii)  keep the Exchange Offer
Registration Statement effective for not less than 20 business days (or longer,
if required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders (such period being called the “Exchange Offer  Registration Period”).


 


If the Obligors commence the Registered Exchange Offer, the Obligors
(i) will be entitled to consummate the Registered Exchange Offer 20
business days after such commencement (provided that the Obligors have
accepted all the Initial Securities theretofore validly tendered in accordance
with the terms of the Registered Exchange Offer) and (ii) will be required
to consummate the Registered Exchange Offer no later than the earlier of 210
days from the date hereof and 30 business days after the effectiveness of the
Exchange Offer Registration Statement; provided
that the Registered Exchange Offer may be extended for an additional five
business days, at the Issuer’s option, to enable as many Holders as possible to
participate.  The earlier of 210 days
from the date hereof and 30th business day following the Exchange
Effectiveness Deadline is referred to as the “Consummation
Deadline.”


 


Following
the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Obligors shall promptly commence the Registered Exchange Offer, it being
the objective of such Registered Exchange Offer to enable each Holder of
Transfer Restricted Securities electing to exchange the Initial Securities for
Exchange Securities (assuming that such Holder is not an affiliate of any
Obligor within the meaning of the Securities Act, acquires the Exchange
Securities in the ordinary course of such Holder’s business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.


 


The Obligors acknowledge that, pursuant to current interpretations by
the Commission’s staff of Section 5 of the Securities Act, in the absence
of an applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required
to deliver a prospectus containing the information set forth in (a) Annex A
hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto
in the “Plan of Distribution” section of such prospectus in connection with a
sale of any such Exchange Securities received by such Exchanging Dealer
pursuant to the Registered Exchange Offer (in each case, subject to the
Commission’s “Plain English” rules) and (ii) an Initial Purchaser that elects
to sell Securities (as defined below) acquired in exchange for Initial
Securities constituting any portion of an unsold allotment, is required to
deliver a prospectus containing the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in connection with such
sale.


 


The Obligors shall use their commercially reasonable efforts to keep
the Exchange Offer Registration Statement effective and to amend and supplement
the prospectus contained therein, in order to permit such prospectus to be
lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities; provided,
however, that (i) in the case where such prospectus and any amendment or
supplement thereto must be delivered by an Exchanging Dealer or an Initial
Purchaser, such period shall be the earlier of 180 days from the date of
effectiveness and the date on which all Exchanging Dealers and the Initial
Purchasers have sold all Exchange Securities held by them (unless such period
is extended pursuant to Section 3(j) below) and (ii) the Obligors shall
make such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the date
of effectiveness.


 


If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Obligors, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver
to such Initial Purchaser upon the written request of such Initial Purchaser,
in exchange (the “Private Exchange”)
for the Initial Securities held by such Initial Purchaser, a like principal
amount at maturity of debt securities of the Obligors issued under the
Indenture and identical in all material respects to the Initial Securities (the
“Private  Exchange
Securities”).


 


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The Initial Securities, the Exchange Securities and the Private
Exchange Securities are herein collectively called the “Securities.”


 


In connection with the Registered Exchange Offer, the Obligors shall:


 


(a) mail to each Holder a copy of the
prospectus forming part of the Exchange Offer Registration Statement, together
with any appropriate letter of transmittal and related documents;


 


(b) keep the Registered Exchange Offer open
for not less than 20 business days (or longer, (i) if required by applicable
law, (ii) or to enable as many Holders as possible to participate in the
exchange offer, but in the case of (ii) no later than 210 days from the date
hereof) after the date notice thereof is mailed to the Holders;


 


(c) utilize the services of a depositary for
the Registered Exchange Offer with an address in the Borough of Manhattan, City
of New York, which may be the Trustee or an affiliate of the Trustee;


 


(d) permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York time, on the
last business day on which the Registered Exchange Offer shall remain
open; and


 


(e) otherwise comply with all applicable
laws.


 


As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Obligors shall:


 


(x) accept for exchange all the Securities
validly tendered and not withdrawn pursuant to the Registered Exchange Offer
and the Private Exchange;


 


(y) deliver to the Trustee for cancellation
all the Initial Securities so accepted for exchange; and


 


(z) cause the Trustee to authenticate and
deliver promptly to each Holder of the Initial Securities, Exchange Securities
or Private Exchange Securities, as the case may be, equal in principal amount
at maturity to the Initial Securities of such Holder so accepted for exchange.


 


The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all
the Securities will vote and consent together on all matters as one class and
that none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.


 


Each Exchange Security and Private Exchange Security issued pursuant to
the Registered Exchange Offer and in the Private Exchange will have an initial
accreted value equal to the Initial Securities surrendered in exchange
therefor.


 


Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Obligors that at the time of the consummation of
the Registered Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business, (ii) such
Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an
“affiliate,” as defined in Rule 405 of the Securities Act, of the Obligors
or if it is an affiliate, such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent
applicable, (iv) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the Exchange
Securities and (v) if such Holder is a broker-dealer, that it will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities and that it will be required to acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.


 


Notwithstanding any other provisions hereof, the Obligors will ensure
that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any


 


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Exchange Offer Registration Statement and any amendment thereto does
not, when it becomes effective, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement
to such prospectus, does not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 


If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable
opinion of counsel to the Obligors raises a substantial question as to whether
the Registered Exchange Offer is permitted by applicable federal law, the
Obligors will seek a no-action letter or other favorable decision from the
Commission allowing the Obligors to consummate the Registered Exchange
Offer.  The Obligors will pursue the
issuance of such a decision to the Commission staff level.  In connection with the foregoing, the
Obligors will take all such other actions as may be requested by the Commission
or otherwise required in connection with the issuance of such decision,
including without limitation (i) participating in telephonic conferences
with the Commission, (ii) delivering to the Commission staff an analysis
prepared by counsel to the Obligors setting forth the legal bases, if any, upon
which such counsel has concluded that the Registered Exchange Offer should be
permitted and (iii) diligently pursuing a resolution (which need not be
favorable) by the Commission staff.


 


2.  Shelf
Registration.  If, (i) because
of any change in law or in applicable interpretations thereof by the staff of
the Commission, the Obligors are not permitted to effect a Registered Exchange
Offer, as contemplated by Section 1 hereof, (ii) the Registered
Exchange Offer is not consummated within 201 days from the date hereof,
(iii) any Initial Purchaser so requests with respect to the Initial
Securities (or the Private Exchange Securities) not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and held by it
following consummation of the Registered Exchange Offer or (iv) any Holder
(other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange and any such Holder so requests, the Obligors shall take the following
actions (the date on which any of the conditions described in the foregoing
clauses (i) through (iv) occur, including in the case of clauses (iii)
or (iv) the receipt of the required notice, being a “Trigger Date”):


 


(a) 
The Obligors shall promptly (but in no event more than 45 days
after the Trigger Date (such 45th day being the “Shelf Filing Deadline”))
file with the Commission and thereafter use their commercially reasonable
efforts to cause to be declared effective no later than 120 days after the
relevant Trigger Date (such 120th day being a “Shelf Effectiveness Deadline”)
a registration statement (the “Shelf Registration
Statement” and, together with the
Exchange Offer Registration Statement, a “Registration  Statement”) on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted Securities by the
Holders thereof from time to time in accordance with the methods of
distribution set forth in the Shelf Registration Statement and Rule 415
under the Securities Act (hereinafter, the “Shelf
Registration”); provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder.


 


(b) 
The Obligors shall use their commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective in order to permit the
prospectus included therein to be lawfully delivered by the Holders of the
relevant Securities, for a period of two years (or for such longer period if
extended pursuant to Section 3(j) below) from the date of its
effectiveness or such shorter period that will terminate when all the
Securities covered by the Shelf Registration Statement (i) have been sold
pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144
under the Securities Act, or any successor rule thereof).  The Obligors shall be deemed not to have used
commercially reasonable efforts to keep the Shelf Registration Statement
effective during the requisite period if they voluntarily take any action that
would result in Holders of Securities covered thereby not being able to offer
and sell such Securities during that period, unless such action is required by
applicable law.


 


(c) 
Notwithstanding any other provisions of this Agreement to the contrary,
the Obligors shall cause the Shelf Registration Statement and the related
prospectus and any amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement, amendment or supplement, (i) to


 


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comply in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission and (ii) not to
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.


 


3.  Registration
Procedures.  In connection
with any Shelf Registration contemplated by Section 2 hereof and, to the
extent applicable, any Registered Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply:


 


(a) 
The Obligors shall (i) furnish to each Initial Purchaser, prior to
the filing thereof with the Commission, a copy of the Registration Statement
and each amendment thereof and each supplement, if any, to the prospectus
included therein and, in the event that an Initial Purchaser (with respect to
any portion of an unsold allotment from the original offering) is participating
in the Registered Exchange Offer or the Shelf Registration Statement, the
Obligors shall use commercially reasonable efforts to reflect in each such
document, when so filed with the Commission, such comments as such Initial
Purchaser reasonably may propose; (ii) include the information set forth
in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section and in
Annex C hereto in the “Plan of Distribution” section of the prospectus forming
a part of the Exchange Offer Registration Statement and include the information
set forth in Annex D hereto in any Letter of Transmittal delivered pursuant to
the Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
include the information required by Items 507 or 508 of Regulation S-K under
the Securities Act, as applicable, in the prospectus forming a part of the
Exchange Offer Registration Statement; (iv) include within the prospectus
contained in the Exchange Offer Registration Statement a section entitled “Plan
of Distribution,” reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the
staff of the Commission with respect to the potential “underwriter” status of
any broker-dealer that is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities
received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or
policies have been publicly disseminated by the staff of the Commission or such
positions or policies, in the reasonable judgment of the Initial Purchasers
based upon advice of counsel (which may be in-house counsel), represent the
prevailing views of the staff of the Commission; and (v) in the case of a
Shelf Registration Statement, include the names of the Holders who propose to
sell Securities pursuant to the Shelf Registration Statement as selling
securityholders.


 


(b) 
The Obligors shall give written notice to the Initial Purchasers, the
Holders of the Securities and any Participating Broker-Dealer from whom the
Obligors have received prior written notice that it will be a Participating
Broker-Dealer in the Registered Exchange Offer (which notice pursuant to
clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the
use of the prospectus until the requisite changes have been made):


 


(i) when the Registration Statement or any
amendment thereto has been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii) of any request by the Commission for
amendments or supplements to the Registration Statement or the prospectus
included therein or for additional information;


 


(iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose;


 


(iv) of the receipt by the Obligors or their
legal counsel of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose; and


 


(v) of the happening of any event that
requires the Obligors to make changes in the Registration Statement after it
becomes effective or the prospectus in order that the Registration Statement or
the prospectus do not contain an untrue statement of a material fact nor omit
to state a material fact required to be stated therein or necessary to make the


 


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statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.


 


(c)  The
Obligors shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the
Registration Statement.


 


(d) 
The Obligors shall furnish to each Holder of Securities included within
the coverage of the Shelf Registration, without charge, at least one copy of
the Shelf Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if the Holder so requests in
writing, all exhibits thereto (including those, if any, incorporated by
reference).


 


(e)  The Obligors shall deliver to each Exchanging
Dealer and each Initial Purchaser, and to any other Holder who so requests,
without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including financial statements and
schedules, and, if any Initial Purchaser or any such Holder requests, all
exhibits thereto (including those incorporated by reference).


 


(f) 
The Obligors shall, during the Shelf Registration Period, deliver to
each Holder of Securities included within the coverage of the Shelf
Registration, without charge, as many copies of the prospectus (including each
preliminary prospectus) included in the Shelf Registration Statement and any
amendment or supplement thereto as such person may reasonably request.  The Obligors consent, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by each of the selling Holders of the Securities in
connection with the offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.


 


(g) 
The Obligors shall deliver to each Initial Purchaser, any Exchanging
Dealer, any Participating Broker-Dealer and such other persons required to
deliver a prospectus following the Registered Exchange Offer, without charge,
as many copies of the final prospectus included in the Exchange Offer
Registration Statement and any amendment or supplement thereto as such persons
may reasonably request.  The Obligors
consent, subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by any Initial Purchaser, if
necessary, any Participating Broker-Dealer and such other persons required to
deliver a prospectus following the Registered Exchange Offer in connection with
the offering and sale of the Exchange Securities covered by the prospectus, or
any amendment or supplement thereto, included in such Exchange Offer
Registration Statement.


 


(h) 
Prior to any public offering of the Securities pursuant to any
Registration Statement the Obligors shall use commercially reasonable efforts
to register or qualify or cooperate with the Holders of the Securities included
therein and their respective counsel in connection with the registration or
qualification of the Securities for offer and sale under the securities or
“blue sky” laws of such states of the United States as any Holder of the Securities
reasonably requests in writing and do any and all other acts or things
necessary or advisable to enable the offer and sale in such jurisdictions of
the Securities covered by such Registration Statement; provided, however,
that the Obligors shall not be required to (i) qualify generally to do
business in any jurisdiction where it is not then so qualified or
(ii) take any action which would subject it to general service of process
or to taxation in any jurisdiction where it is not then so subject.


 


(i)  The
Obligors shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to
be sold pursuant to any Registration Statement free of any restrictive legends
and in such denominations and (if appropriate) registered in such names as the
Holders may request a reasonable period of time prior to sales of the
Securities pursuant to such Registration Statement.


 


(j) 
Upon the occurrence of any event contemplated by paragraphs (ii) through
(v) of Section 3(b) above during the period for which the Obligors are
required to maintain an effective Registration Statement, the Obligors shall
promptly prepare and file a post-effective amendment to the Registration
Statement or a supplement to the related prospectus and any other required
document so that, as thereafter delivered to Holders of the Securities or
purchasers of Securities, the prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required to be stated


 


6





















 


therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  If the Obligors notify the Initial
Purchasers, the Holders of the Securities and any known Participating
Broker-Dealer in accordance with paragraphs (ii) through (v) of
Section 3(b) above to suspend the use of the prospectus until the
requisite changes to the prospectus have been made, then the Initial Purchasers,
the Holders of the Securities and any such Participating Broker-Dealers shall
suspend use of such prospectus, and the period of effectiveness of the Shelf
Registration Statement provided for in Section 2(b) above and the Exchange
Offer Registration Statement provided for in Section 1 above shall each be
extended by the number of days from and including the date of the giving
of such notice to and including the date when the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer shall have
received such amended or supplemented prospectus pursuant to this
Section 3(j).


 


(k) 
Not later than the effective date of the applicable Registration
Statement, the Obligors will provide a CUSIP number for the Exchange Securities
or the Private Exchange Securities, as the case may be, and provide the
applicable trustee with printed certificates for the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for deposit
with The Depository Trust Company.


 


(l) 
The Obligors will comply with all rules and regulations of the
Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally available to
their security holders (or otherwise provide in accordance with
Section 11(a) of the Securities Act) an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act, no later than
45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Obligors’s first
fiscal quarter commencing after the effective date of the Registration
Statement, which statement shall cover such 12-month period.


 


(m) 
The Obligors shall cause the Indenture to be qualified under the Trust
Indenture Act of 1939, as amended, in a timely manner and containing such
changes, if any, as shall be necessary for such qualification.  In the event that such qualification would
require the appointment of a new trustee under the Indenture, the Obligors
shall appoint a new trustee thereunder pursuant to the applicable provisions of
the Indenture.


 


(n) 
The Obligors may require each Holder of Securities to be sold pursuant
to the Shelf Registration Statement to furnish to the Obligors such information
regarding the Holder and the distribution of the Securities as the Obligors may
from time to time reasonably require for inclusion in the Shelf Registration
Statement, and the Obligors may exclude from such registration the Securities
of any Holder that unreasonably fails to furnish such information within a
reasonable time after receiving such request.


 


(o) 
The Obligors shall enter into such customary agreements (including, if
requested, an underwriting agreement in customary form) and take all such other
action, if any, as any Holder of the Securities shall reasonably request in
order to facilitate the disposition of the Securities pursuant to any Shelf
Registration.


 


(p)  In
the case of any Shelf Registration, the Obligors shall (i) make reasonably
available for inspection by the Holders of the Securities, any underwriter
participating in any disposition pursuant to the Shelf Registration Statement
and any attorney, accountant or other agent retained by the Holders of the
Securities or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Obligors and (ii) use
commercially reasonable efforts to cause the Obligors’ officers, directors,
employees, accountants and auditors to supply all relevant information
reasonably requested by the Holders of the Securities or any such underwriter,
attorney, accountant or agent in connection with the Shelf Registration
Statement, in each case, as shall be reasonably necessary to enable such persons,
to conduct a reasonable investigation within the meaning of Section 11 of
the Securities Act; provided, however, that the foregoing
inspection and information gathering shall be coordinated on behalf of the
Initial Purchasers by you and on behalf of the other parties, by one counsel
designated by and on behalf of such other parties as described in
Section 4 hereof.


 


(q)  In
the case of any Shelf Registration, the Obligors, if requested by any Holder of
Securities covered thereby, shall cause (i) their counsel to deliver an
opinion and updates thereof


 


7





















 


relating to the Securities in customary form addressed to such Holders
and the managing underwriters, if any, thereof and dated, in the case of the
initial opinion, the effective date of such Shelf Registration Statement (it
being agreed that the matters to be covered by such opinion shall include,
without limitation, the due incorporation and good standing of the Obligors and
their subsidiaries; the qualification of the Obligors and their subsidiaries to
transact business as foreign corporations; the due authorization, execution and
delivery of the relevant agreement of the type referred to in Section 3(o)
hereof; the due authorization, execution, authentication and issuance, and the
validity and enforceability, of the applicable Securities; the absence of
material legal or governmental proceedings involving the Obligors and their
subsidiaries; the absence of governmental approvals required to be obtained in
connection with the Shelf Registration Statement, the offering and sale of the
applicable Securities, or any agreement of the type referred to in
Section 3(o) hereof; the compliance as to form of such Shelf Registration
Statement and any documents incorporated by reference therein and of the
Indenture with the requirements of the Securities Act and the Trust Indenture
Act, respectively; and, as of the date of the opinion and as of the effective
date of the Shelf Registration Statement or most recent post-effective
amendment thereto, as the case may be, the absence from such Shelf Registration
Statement and the prospectus included therein, as then amended or supplemented,
and from any documents incorporated by reference therein of an untrue statement
of a material fact or the omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading
(in the case of any such documents, in the light of the circumstances existing
at the time that such documents were filed with the Commission under the
Exchange Act); (ii) their officers to execute and deliver all customary
documents and certificates and updates thereof reasonably requested by any
underwriters of the applicable Securities and (iii) their independent
public accountants and the independent public accountants with respect to any
other entity for which financial information is provided in the Shelf
Registration Statement to provide to the selling Holders of the applicable
Securities and any underwriter therefor a comfort letter in customary form and
covering matters of the type customarily covered in comfort letters in
connection with primary underwritten offerings, subject to receipt of
appropriate documentation as contemplated, and only if permitted, by Statement
of Auditing Standards No. 72.


 


(r)  In
the case of the Registered Exchange Offer, if requested by any Initial
Purchaser or any known Participating Broker-Dealer, the Obligors shall cause
(i) their counsel to deliver to such Initial Purchaser or such
Participating Broker-Dealer a signed opinion in the form set forth in
Section 6(c) of the Purchase Agreement with such changes as are customary
in connection with the preparation of a Registration Statement and
(ii) PricewaterhouseCoopers LLP, their independent public accountants, to
deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort
letter, in customary form, meeting the requirements as to the substance thereof
as set forth in Section 6(a) of the Purchase Agreement, with appropriate
date changes.


 


(s)  
If a Registered Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Initial Securities by Holders to the Obligors
(or to such other Person as directed by the Obligors) in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be, the Obligors
shall mark, or caused to be marked, on the Initial Securities so exchanged that
such Initial Securities are being canceled in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be; in no event
shall the Initial Securities be marked as paid or otherwise satisfied.


 


(t) 
The Obligors will use their commercially reasonable efforts to
(a) if the Initial Securities have been rated prior to the initial sale of
such Initial Securities, confirm such ratings will apply to the Securities
covered by a Registration Statement, or (b) if the Initial Securities were
not previously rated, cause the Securities covered by a Registration Statement
to be rated with the appropriate rating agencies, if so requested by Holders of
a majority in aggregate principal amount at maturity of Securities covered by
such Registration Statement, or by the managing underwriters, if any.


 


(u)  In
the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the meaning
of the Conduct Rules (the “Rules”) of the
National Association of Securities Dealers, Inc. (“NASD”))
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Obligors will assist such broker-dealer in complying with the
requirements of such Rules, including, without limitation, by (i) if such
Rules, including Rule 2720, shall so require, engaging a “qualified


 


8





















 


independent underwriter” (as defined in Rule 2720) to participate
in the preparation of the Registration Statement relating to such Securities,
to exercise usual standards of due diligence in respect thereto and, if any
portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities, (ii) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such
information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Rules.


 


(v) 
The Obligors shall use their commercially reasonable efforts to take all
other steps necessary to effect the registration of the Securities covered by a
Registration Statement contemplated hereby.


 


4.  Registration
Expenses.  (a) All expenses
incident to the Obligors’s performance of and compliance with this Agreement
will be borne by the Obligors, regardless of whether a Registration Statement
is ever filed or becomes effective, including without limitation;


 


(i) all registration and filing fees and
expenses;


 


(ii) all fees and expenses of compliance
with federal securities and state “blue sky” or securities laws;


 


(iii) all expenses of printing
(including printing certificates for the Securities to be issued in the
Registered Exchange Offer and the Private Exchange and printing of
Prospectuses), messenger and delivery services and telephone;


 


(iv) all fees and disbursements of
counsel for the Obligors;


 


(v) all application and filing fees in
connection with listing the Exchange Securities on a national securities
exchange or automated quotation system pursuant to the requirements hereof; and


 


(vi) all fees and disbursements of
independent certified public accountants of the Obligors (including the
expenses of any special audit and comfort letters required by or incident to
such performance).


 


The Obligors will bear their internal expenses (including, without
limitation, all salaries and expenses of their officers and employees
performing legal or accounting duties), the expenses of any annual audit and
the fees and expenses of any person, including special experts, retained by the
Obligors.


 


(b)  In connection with any Registration
Statement required by this Agreement, the Obligors will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities who are tendering
Initial Securities in the Registered Exchange Offer and/or selling or reselling
Securities pursuant to the “Plan of Distribution” contained in the Exchange
Offer Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than one
counsel, who shall be Latham & Watkins unless another firm shall be chosen
by the Holders of a majority in principal amount at maturity of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.


 


5.  Indemnification.  (a) 
The Obligors agree to indemnify and hold harmless each Holder of the
Securities, any Participating Broker-Dealer and each person, if any, who
controls such Holder or such Participating Broker-Dealer within the meaning of
the Securities Act or the Exchange Act (each Holder, any Participating
Broker-Dealer and such controlling persons are referred to collectively as the
“Indemnified  Parties”)
from and against any losses, claims, damages or liabilities, joint or several,
or any actions in respect thereof (including, but not limited to, any losses,
claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof;


 


9





















 


provided, however, that (i) the
Obligors shall not be liable in any such case to the extent that such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Obligors by or on behalf of such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged
untrue statement or omission made in any preliminary prospectus relating to a
Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the
extent that a final prospectus relating to such Securities was required to be
delivered by such Holder or Participating Broker-Dealer under the Securities
Act in connection with such purchase and any such loss, claim, damage or
liability of such Holder or Participating Broker-Dealer results from the fact
that there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Securities to such person, a copy of the final
prospectus if the Obligors had previously furnished copies thereof to such
Holder or Participating Broker-Dealer; provided  further, however,
that this indemnity agreement will be in addition to any liability which the
Obligors may otherwise have to such Indemnified Party.  The Obligors shall also indemnify
underwriters, their officers and directors and each person who controls such
underwriters within the meaning of the Securities Act or the Exchange Act to
the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.


 


(b)  Each Holder of the
Securities, severally and not jointly, will indemnify and hold harmless the
Obligors and each person, if any, who controls the Obligors within the meaning
of the Securities Act or the Exchange Act from and against any losses, claims,
damages or liabilities or any actions in respect thereof, to which the Obligors
or any such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading, but in each case only to the extent
that the untrue statement or omission or alleged untrue statement or omission
was made in reliance upon and in conformity with written information pertaining
to such Holder and furnished to the Obligors by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set forth
immediately preceding this clause, shall reimburse, as incurred, the Obligors
for any legal or other expenses reasonably incurred by the Obligors or any such
controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability which such Holder may otherwise have to the Obligors or any of
their controlling persons.


 


(c)  Promptly after receipt by an
indemnified party under this Section 5 of notice of the commencement of
any action or proceeding (including a governmental investigation), such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 5, notify the indemnifying party of
the commencement thereof; but the omission so to notify the indemnifying party
will not, in any event, relieve the indemnifying party from any obligations to
any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above.  In case
any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action, and does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.


 


(d)  If the indemnification
provided for in this Section 5 is unavailable or insufficient to hold
harmless an indemnified party under subsections (a) or (b) above, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities (or


 


10





















 


actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative
fault of the indemnifying party or parties on the one hand and the indemnified
party on the other in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities (or actions in respect thereof)
as well as any other relevant equitable considerations.  The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Obligors on the
one hand or such Holder or such other indemnified party, as the case may be, on
the other, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.  The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding any
other provision of this Section 5(d), no Holder of the Securities shall be
required to contribute any amount in excess of the amount by which the net proceeds
received by such Holder from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each
person, if any, who controls such indemnified party within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as such indemnified party and each person, if any, who controls the Obligors
within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Obligors.


 


(e)  The agreements contained in
this Section 5 shall survive the sale of the Securities pursuant to a
Registration Statement and shall remain in full force and effect, regardless of
any termination or cancellation of this Agreement or any investigation made by
or on behalf of any indemnified party.


 


6.  Additional
Interest Under Certain Circumstances.  (a)  Additional interest (the “Additional  Interest”) with
respect to the Securities shall accrue and be payable as follows if any of the
following events occur (each such event in clauses (i) through (iv) below
being herein called a “Registration Default”):


 


(i)            any
Registration Statement required by this Agreement is not filed with the
Commission on or prior to the applicable Exchange Filing Deadline or Shelf
Filing Deadline;


 


(ii)           any
Registration Statement required by this Agreement is not declared effective by
the Commission on or prior to the applicable Exchange Effectiveness Deadline or
Shelf Effectiveness Deadline;


 


(iii)          the
Registered Exchange Offer has not been consummated on or prior to the
Consummation Deadline and a Shelf Registration is not effective; or


 


(iv)          any
Registration Statement required by this Agreement has been declared effective
by the Commission but (A) such Registration Statement thereafter ceases to
be effective or (B) such Registration Statement or the related prospectus
ceases to be usable in connection with resales of Transfer Restricted
Securities during the periods specified herein because either (1) any
event occurs as a result of which the related prospectus forming part of such
Registration Statement would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein in the
light of the circumstances under which they were made not misleading, or
(2) it shall be necessary to amend such Registration Statement or
supplement the related prospectus, to comply with the Securities Act or the
Exchange Act or the respective rules thereunder.


 


Each of the foregoing will constitute a Registration Default whatever
the reason for any such event and whether it is voluntary or involuntary or is
beyond the control of the Obligors or pursuant to operation of law or as a
result of any action or inaction by the Commission.


 


Additional Interest shall accrue on the accreted value (prior to
November 15, 2008) and the principal amount at maturity (thereafter) of the
Securities over and above the interest set forth in the title of the Securities
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all such Registration Defaults have been
cured, at a rate of 0.25% per annum (the “Additional Interest


 


11





















 


Rate”) for the first 90-day period immediately
following the occurrence of such Registration Default.  The Additional Interest Rate shall increase
by an additional 0.25% per annum with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum Additional
Interest Rate of 1.0% per annum. 
Following the cure of all Registration Defaults, the accrual of
Additional Interest will cease.


 


(b)  A Registration Default
referred to in Section 6(a)(iv) hereof shall be deemed not to have
occurred and be continuing in relation to a Shelf Registration Statement or the
related prospectus if (i) such Registration Default has occurred solely as
a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Obligors where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the
related prospectus or (y) other material events with respect to the Obligors
that would need to be described in such Shelf Registration Statement or the
related prospectus and (ii) in the case of clause (y), the Obligors are
proceeding promptly and in good faith to amend or supplement such Shelf
Registration Statement and related prospectus to describe such events; provided,
however, that in any case if such Registration Default occurs for a
continuous period of 60 days (in respect of clause (x)) and 30 days (in respect
of clause (y)), Additional Interest shall be payable in accordance with the
above paragraph from the day such Registration Default occurs until such
Registration Default is cured.  The
period of any such Registration Default will also be added to the relevant
two-year period in accordance with clause 3(j) above.


 


(c)  Prior to November 15 , 2008,
any Additional Interest due pursuant to Section 6(a) will be payable in the
form of Securities having an initial accreted value equal to the amount of
Additional Interest due.  From November
15, 2008 until maturity, any Additional Interest accrued until maturity and due
pursuant to Section 6(a) will be payable in cash on the regular interest
payment dates with respect to the Securities. 
The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest Rate by the accreted value (prior to November
15, 2008) and the principal amount at maturity (thereafter) of the Securities
and further multiplied by a fraction, the numerator of which is the number
of days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.


 


(d)  “Transfer
Restricted Securities” means each Security until (i) the date
on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of an Initial Security for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on
which such Security has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or
(iv) the date on which such Security is distributed to the public pursuant
to Rule 144 under the Securities Act or is saleable pursuant to
Rule 144(k) under the Securities Act.


 


7.  Rules 144
and 144A.  The Obligors shall
use commercially reasonable efforts to file the reports required to be filed by
it under the Securities Act and the Exchange Act in a timely manner and, if at
any time the Obligors are not required to file such reports, they will, upon
the request of any Holder of Securities, make publicly available other information
so long as necessary to permit sales of their securities pursuant to
Rules 144 and 144A.  The Obligors
covenant that they will take such further action as any Holder of Securities
may reasonably request, all to the extent required from time to time to enable
such Holder to sell Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)).  The Obligors will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Obligors by the Initial Purchasers upon request.  Upon the request of any Holder of Initial
Securities, the Obligors shall deliver to such Holder a written statement as to
whether it has complied with such requirements. 
Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Obligors to register any of their securities pursuant to
the Exchange Act.


 


8.  Underwritten
Registrations.  If any of the
Transfer Restricted Securities covered by any Shelf Registration are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering (“Managing
Underwriters”) will be selected by the Holders of a majority in
aggregate principal amount at maturity of such Transfer Restricted Securities
to be included in such offering.


 


12





















 


No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person’s Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.


 


9.  Miscellaneous.


 


(a)  Remedies.  The Obligors acknowledge and agree that any
failure by the Obligors to comply with their obligations under Section 1
and 2 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Obligors’
obligations under Sections 1 and 2 hereof. 
The Obligors further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.


 


(b)  No
Inconsistent Agreements.  The
Obligors will not on or after the date of this Agreement enter into any
agreement with respect to their securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Obligors’ securities under any
agreement in effect on the date hereof.


 


(c)  Amendments
and Waivers.  The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, except by
the Obligors with the written consent of the Holders of a majority in principal
amount at maturity of the Securities affected by such amendment, modification,
supplement, waiver or consents.


 


(d)  Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which guarantees
overnight delivery:


 


(1)  if to a Holder of the
Securities, at the most current address given by such Holder to the Obligors.


 


(2)  if to the Initial
Purchasers;


 


Credit Suisse First Boston (Europe) Limited


One Cabot Square


London, E14 4DS


United Kingdom


Attention:  Mirza Beg


 


with a copy to:


Latham & Watkins


99 Bishopsgate


London  EC2M 3XF


Fax No:  +44 20 7374 4460


Attention:  Gay L. Bronson


 


(3)           if to any of the
Obligors, at its address as follows:


 


Inmarsat Ventures Limited


99 City Road


London  EC1Y 1AX


United Kingdom


Fax No:  +44 (0)20 7728 1665


Attention:  Company Secretary


 


with a copy to:


Clifford Chance LLP


 


13





















 


10 Upper Bank Street


London  E14 5JJ


United Kingdom


Fax No:  +44 20 7600 5555


Attention:  John W. Connolly


 


All such notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if
personally delivered; three business days after being deposited in the
mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s
facsimile machine operator, if sent by facsimile transmission; and on
the day delivered, if sent by overnight air courier guaranteeing
next day delivery.


 


(e) VAT. All amounts
expressed to be payable under this Registration Rights Agreement by any party
thereto to the Trustee or any Holder of the Notes shall be deemed to be
exclusive of any value added tax as provided for in the Value Added Tax Act
1994 and any other tax of a similar nature (“VAT”). 
If VAT is chargeable on any supply made by any Trustee or any Holder of
the Notes in connection with this Registration Rights Agreement, 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.


 


(f) Third Party Beneficiaries.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Obligors, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.


 


(g)  Successors
and Assigns.  This Agreement
shall be binding upon the Obligors and their successors and assigns.


 


(h)  Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(i)  Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(j)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.


 


(k)  Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(l)  Securities
Held by the Obligors. 
Whenever the consent or approval of Holders of a specified percentage of
principal amount at maturity of Securities is required hereunder, Securities
held by the Obligors or their affiliates (other than subsequent Holders of
Securities if such subsequent Holders are deemed to be affiliates solely by
reason of their holdings of such Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


(m)   Agent for
Service; Submission to Jurisdiction; Waiver of Immunities.  By the execution and delivery of this
Agreement, each of the Obligors (i) acknowledges that it has, by separate
written instrument, irrevocably designated and appointed CT Corporation System,
111 Eighth Avenue, New York, NY 10011 (and any successor entity), as its
authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to this Agreement that may be instituted in any
federal or state court in the State of New York or brought under federal or
state securities laws, and acknowledges that CT Corporation has accepted such
designation, (ii) submits to the nonexclusive jurisdiction of any such
court in any such suit or proceeding, and (iii) agrees that service of
process upon CT Corporation and written notice of said service to the Obligors
shall be deemed in every respect effective service of process upon it in any
such suit or proceeding.  Each of the
Obligors further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment of CT Corporation in full force and
effect so long as any of the Securities shall be outstanding.  To the extent that any


 


14





















 


of the Obligors may acquire any immunity from jurisdiction of any court
or from any legal process (whether through service of notice, attachment prior
to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, it hereby irrevocably waives such immunity
in respect of this Agreement, to the fullest extent permitted by law.


 


(Signature Page Follows.)


 


15





















 


If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuer a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers, the Issuer and the Guarantor in
accordance with its terms.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  Inmarsat Finance II plc

  
	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    /s/ ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Inmarsat Holdings Limited

  
	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    /s/ ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company Secretary

  



 


The foregoing Registration


Rights Agreement is hereby confirmed


and accepted as of the date first


above written.


 


CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED


Acting on behalf of themselves


and as the Representative of


the Initial Purchasers


 


 


	
  By CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

  
	
   

  
	
   

  	
  By:

  	
    /s/ PETER BACON

  	
   

  
	
   

  	
  Name: Peter Bacon

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ R. AGNEW

  	
   

  
	
   

  	
  Name: R. Agnew

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ JULIE GAVIN

  	
   

  
	
   

  	
  Name: Julie Gavin

  
	
   

  	
  Title: Managing Director

  



 





















 


ANNEX A


 


Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.  The Letter of Transmittal (or electronic
equivalent) states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.  This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Initial Securities where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities.  The Obligors has agreed
that, for a period of 180 days after the Expiration Date (as defined herein),
they will make this Prospectus available to any broker-dealer for use in
connection with any such resale.  See
“Plan of Distribution.”


 


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ANNEX B


 


Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  See “Plan of Distribution.”


 


B-1





















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.  This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired as a result of market-making
activities or other trading activities.  The Obligors have agreed that, for a period of
180 days after the Expiration Date, they will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale.  In addition, until
[                            ],  all dealers effecting transactions in the
Exchange Securities may be required to deliver a prospectus.(1)


 


The Obligors will not receive any proceeds from any sale of Exchange
Securities by broker-dealers.  Exchange
Securities received by broker-dealers for their own account pursuant to the
Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. 
Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities.  Any broker-dealer that
resells Exchange Securities that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter”
within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities
Act.  The Letter of Transmittal (or
electronic equivalent) states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an “underwriter” within the meaning of the Securities Act.


 


For a period of 180 days after the
Expiration Date the Obligors will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal.  The Obligors have agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


 










(1)  In
addition, the legend required by Item 502(b) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.


 


C-1





















 


ANNEX D


 


o            CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


 


	
  Name:

  
	
  Address:

  



 


 


If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities.  If the undersigned
is a broker-dealer that will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Securities; however,
by so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.


 


D-1