Exhibit 4.6


 


CONFORMED COPY


 


SHARE CHARGE


 


dated 3 February 2004


 


created by


 


INMARSAT INVESTMENTS LIMITED


 


(Registered No. 4886096)


 


 


in favour of


 


THE BANK OF NEW YORK


 


as Trustee


 


 


Subject to the provisions of the Intercreditor Agreement


 


	
  

  



London


 


99 Bishopsgate

London EC2M 3XF

(44) 020 7710 1000 (Tel)

(44) 020 7374 4460 (Fax)

www.lw.com


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions and interpretation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
  1.2

  	
  Construction

  	
   

  
	
   

  	
  1.3

  	
  Financial
  assistance

  	
   

  
	
   

  	
  1.4

  	
  Third Party Rights

  	
   

  
	
   

  	
  1.5

  	
  Intercreditor
  Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Undertaking to pay

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Payment of
  Liabilities

  	
   

  
	
   

  	
  2.2

  	
  Proportionate
  payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Security over
  shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Covenants as to
  Full Title Guarantee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Restrictions and
  further assurance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Security

  	
   

  
	
   

  	
  5.2

  	
  Disposal

  	
   

  
	
   

  	
  5.3

  	
  Further assurance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Documents

  	
   

  
	
   

  	
  6.2

  	
  Enjoyment of rights

  	
   

  
	
   

  	
  6.3

  	
  Exercise of voting
  and other rights before enforcement

  	
   

  
	
   

  	
  6.4

  	
  Exercise of voting
  and other rights after enforcement

  	
   

  
	
   

  	
  6.5

  	
  Power of attorney

  	
   

  
	
   

  	
  6.6

  	
  Communications

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Enforcement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  When enforceable

  	
   

  
	
   

  	
  7.2

  	
  Power of sale

  	
   

  
	
   

  	
  7.3

  	
  Section 103 LPA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Appointment and
  rights of Receivers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Appointment of receivers

  	
   

  
	
   

  	
  8.2

  	
  Insolvency Act
  2000, void provisions

  	
   

  
	
   

  	
  8.3

  	
  Scope of
  appointment

  	
   

  
	
   

  	
  8.4

  	
  Rights of Receivers

  	
   

  
	
   

  	
  8.5

  	
  Agent of Chargor

  	
   

  
	
   

  	
  8.6

  	
  Remuneration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  rights of the
  trustee and the holders

  	
   

  



 


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  9.1

  	
  Same rights as
  Receiver

  	
   

  
	
   

  	
  9.2

  	
  Delegation

  	
   

  
	
   

  	
  9.3

  	
  Rights of Holders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Order of
  distributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Application of
  proceeds

  	
   

  
	
   

  	
  10.2

  	
  Order of distributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Liability of
  Trustee, Receivers and Delegates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Possession

  	
   

  
	
   

  	
  11.2

  	
  Trustee’s liability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Power of Attorney

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Appointment

  	
   

  
	
   

  	
  12.2

  	
  Ratification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Protection of third parties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  No duty to enquire

  	
   

  
	
   

  	
  13.2

  	
  Protection to purchasers

  	
   

  
	
   

  	
  13.3

  	
  Receipts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Saving provisions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Continuing Security

  	
   

  
	
   

  	
  14.2

  	
  Reinstatement

  	
   

  
	
   

  	
  14.3

  	
  Waiver of defences

  	
   

  
	
   

  	
  14.4

  	
  Immediate recourse

  	
   

  
	
   

  	
  14.5

  	
  Appropriations

  	
   

  
	
   

  	
  14.6

  	
  Deferral of Chargors’ rights

  	
   

  
	
   

  	
  14.7

  	
  Additional Security

  	
   

  
	
   

  	
  14.8

  	
  Tacking

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Discharge of Security

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Final redemption

  	
   

  
	
   

  	
  15.2

  	
  Release on enforcement

  	
   

  
	
   

  	
  15.3

  	
  Consolidation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Enforcement
  expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
  Currency Indemnity

  	
   

  
	
   

  	
  16.2

  	
  Value Added Tax

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Payments

  	
   

  



 


ii

















 


	
   

  	
  17.1

  	
  Demands

  	
   

  
	
   

  	
  17.2

  	
  Payments

  	
   

  
	
   

  	
  17.3

  	
  Continuation of accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Set-off

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Rights, amendments,
  waivers and determinations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.1

  	
  Ambiguity

  	
   

  
	
   

  	
  19.2

  	
  Remedies and waivers

  	
   

  
	
   

  	
  19.3

  	
  Determinations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Partial Invalidity

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Separate and
  independent obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Indemnities
  separate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.1

  	
  Communications in writing

  	
   

  
	
   

  	
  23.2

  	
  Addresses

  	
   

  
	
   

  	
  23.3

  	
  Delivery

  	
   

  
	
   

  	
  23.4

  	
  Notification of
  address and fax number

  	
   

  
	
   

  	
  23.5

  	
  English language

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  Governing law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  Jurisdiction

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  26.1

  	
  Jurisdiction of English courts

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 - Rights of
  Receivers

  	
   

  



 


iii

















 


THIS DEED is dated 3 February 2004


 


BETWEEN:


 


(1)                                  INMARSAT INVESTMENTS LIMITED, a company incorporated in England
and Wales with registered number 4886096, having its registered address at 99
City Road, London, EC1Y 1AX (the  “Chargor”); and


 


(2)                                  THE BANK OF NEW YORK a New York banking corporation,
having an office at  One Canada Square,
London, E14 5AL, in its capacity as trustee under the Indenture (as defined
below) (the “Trustee”).


 


Background


 


(A)                              The Chargor is entering into this Deed in
connection with the Indenture (as defined below).


 


(B)                                The Board of Directors of the Chargor is
satisfied that entering into this Deed is for the purposes and to the benefit
of the Chargor and its business.  


 


(C)                                The Trustee and each Chargor intend this
document to take effect as a deed (even though the Trustee only executes it
under hand).


 


(D)                               The Trustee holds the benefit of this Deed on
trust for the Secured Parties on the terms of the Indenture (as defined below).


 


IT IS AGREED as follows:


 


1.                                      Definitions and interpretation


 


1.1                               Definitions


 


	
  “Administrator”

  	
   

  	
  means an administrator appointed under schedule B1 to the Insolvency
  Act.

  
	
   

  	
   

  	
   

  
	
  “Charged Assets”

  	
   

  	
  means the assets from time to time subject, or expressed to be
  subject, to the Charges or any part of those assets.

  
	
   

  	
   

  	
   

  
	
  “Charges”

  	
   

  	
  means all or any of the Security created or expressed to be created by
  or pursuant to this Deed.

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  means Inmarsat Ventures Limited a company incorporated in England and
  Wales with registered number 03674573, having its registered address at 99
  City Road, London, EC1Y 1AX.

  
	
   

  	
   

  	
   

  
	
  “Currency of Account”

  	
   

  	
  means the currency in which the relevant payment or obligation is
  denominated or, if different, is payable.

  
	
   

  	
   

  	
   

  
	
  “Delegate”

  	
   

  	
  means a delegate or sub-delegate appointed under Clause 9.2 (Delegation).

  



 


1

















 


	
  “Enforcement Event”

  	
   

  	
  means the occurrence of an Event of Default.

  
	
   

  	
   

  	
   

  
	
  “High Yield Notes Discharge Date”

  	
   

  	
  means the date on which the Trustee has confirmed in writing to the
  Chargor that all obligations of the Obligors under the Indenture and the
  Secured Documents have been irrevocably and unconditionally discharged in
  full in cash.

  
	
   

  	
   

  	
   

  
	
  “Indenture”

  	
   

  	
  means the indenture related to the Notes dated the date of this Deed
  between the Issuer, the Guarantors and the Trustee.

  
	
   

  	
   

  	
   

  
	
  “Insolvency Act”

  	
   

  	
  means the Insolvency Act 1986 as amended by the Insolvency Act 2000
  and the Enterprise Act 2002.

  
	
   

  	
   

  	
   

  
	
  “Intercreditor Agreement”

  	
   

  	
  means the intercreditor agreement dated 10 October 2003 between
  Inmarsat Group Holdings Limited, the obligors named therein, the Security
  Agent, Credit Suisse First Boston and Barclays Bank PLC, as amended from time
  to time.

  
	
   

  	
   

  	
   

  
	
  “Liabilities”

  	
   

  	
  means all obligations of the Chargor outstanding under the Secured
  Documents or any document evidencing or securing any such liabilities
  provided that this shall not include any obligation or liability to the
  extent that, if it were so included, this Deed or any mortgage (or any part
  of it) granted pursuant to this Deed would constitute unlawful financial assistance
  within the meaning of sections 151 and 152 of the Companies Act 1985.

  
	
   

  	
   

  	
   

  
	
  “LPA”

  	
   

  	
  means the Law of Property Act 1925.

  
	
   

  	
   

  	
   

  
	
  “Obligors”

  	
   

  	
  means each of the Chargor, the Issuer and the Guarantors.

  
	
   

  	
   

  	
   

  
	
  “Party”

  	
   

  	
  means a party to this Deed.

  
	
   

  	
   

  	
   

  
	
  “Permitted
  Transaction”

  	
   

  	
  means any transaction,
  arrangement, agreement, investment, security, disposal, acquisition or
  payment:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)   until the Senior Discharge Date, as permitted by the Senior
  Facility Agreement and the Indenture; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)   thereafter, as permitted by the Indenture.

  
	
   

  	
   

  	
   

  
	
  “Receiver”

  	
   

  	
  means a receiver and manager or other receiver appointed in respect of
  the Charged Assets and shall, if allowed by law, include an administrative
  receiver.

  
	
   

  	
   

  	
   

  
	
  “Related Rights”

  	
   

  	
  means any dividend or interest paid or payable in relation to any
  Share and any rights, money or property accruing

  



 


2

















 


	
   

  	
   

  	
  or offered at any time in
  relation to any Share by way of redemption, substitution, exchange, bonus or
  preference, under option rights or otherwise.

  
	
   

  	
   

  	
   

  
	
  “Secured Documents”

  	
   

  	
  means the Indenture, the Notes, the Guarantees,  this Deed and the other Note Security
  Documents.

  
	
   

  	
   

  	
   

  
	
  “Secured Party”

  	
   

  	
  means each of the Trustee, any agent or security agent appointed in
  accordance with the terms of the Indenture and this Deed and acting for, on
  behalf of or for the benefit of the Trustee, the Holders or any of them, and
  the Holders (together the “Secured Parties”).

  
	
   

  	
   

  	
   

  
	
  “Security Agent”

  	
   

  	
  means Barclays Bank PLC (and its successors and assigns) in its
  capacity as security trustee and security agent under the Intercreditor
  Agreement.

  
	
   

  	
   

  	
   

  
	
  “Senior Discharge Date”

  	
   

  	
  has the meaning ascribed to it in the Intercreditor Agreement.

  
	
   

  	
   

  	
   

  
	
  “Senior Facility Agreement”

  	
   

  	
  means the senior facility agreement dated 10 October, 2003 between,
  amongst others, the Chargor, Barclays Capital, Credit Suisse First Boston and
  The Royal Bank of Scotland plc, as Mandated Lead Arrangers and Bookrunners,
  the Lenders named in that agreement, Barclays Bank PLC as the Issuing Bank,
  Barclays Bank PLC, as Agent, and Barclays Bank PLC, as Security Trustee, as
  amended from time to time.

  
	
   

  	
   

  	
   

  
	
  “Shares”

  	
   

  	
  means all shares in the
  Company.

  
	
   

  	
   

  	
   

  
	
  “Transfer Date”

  	
   

  	
  means the date upon which the Security Agent is required to act in
  accordance with the instructions of the Trustee, in accordance with clauses
  21.4 and 23.1(c) of the Intercreditor Agreement.

  
	
   

  	
   

  	
   

  
	
  “VAT”

  	
   

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

  
	
   

  	
   

  	
   

  
	
  “Winding-up”

  	
   

  	
  means winding up, amalgamation, reconstruction, administration,
  dissolution, liquidation, merger or consolidation or any analogous procedure
  or step in any jurisdiction.

  



 


1.2                               Construction


 


(a)                                  Save
as expressly defined in this Deed capitalised terms defined in the Indenture
shall have the same meaning when used in this Deed.


 


(b)                                 Terms
defined in the recitals to this Deed have the same meaning when used in the
remainder of this Deed.


 


3

















 


(c)                                  In
construing this Deed the provisions in Section 1.04 (Rules of Construction) of the Indenture shall apply to this
Deed with all necessary changes.  


 


(d)                                 No
Secured Party shall be concerned to see or investigate the powers or
authorities of the Chargor or its officers or agents, and moneys obtained or
Liabilities incurred in purported exercise of such powers or authorities or by
any person purporting to be the Chargor shall be deemed to form a part of the
Liabilities, and “Liabilities”
shall be construed accordingly.


 


1.3                               Financial assistance


 


The Security created by this Deed (or any part of it) shall not
constitute unlawful financial assistance for the purposes of the proviso to the
definition of “Liabilities” in Clause 1.1 (Definitions) to the extent that it would
otherwise constitute financial assistance within the meaning of
sections 151 and 152 of the Companies Act 1985 but the provisions of
sections 155 to 158 of the Companies Act 1985 have been complied with in
respect of the giving of such financial assistance.


 


1.4                               Third Party Rights


 


A person who is not a Party has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this
Deed, subject to the rights of any Receiver, Delegate or Administrator
expressly set out in clause 16.2, hereto.


 


1.5                               Intercreditor Agreement


 


This Deed shall be subject to the terms of the Intercreditor
Agreement.  


 


2.                                      Undertaking to pay


 


2.1                               Payment of Liabilities


 


The Chargor, as primary obligor and not merely as surety, covenants with
the Trustee to pay or discharge the Liabilities on the date or dates on which
such Liabilities are expressed to become due in accordance with the terms of
the relevant Secured Document or, if they do not specify a time for payment,
immediately on demand by the Trustee.


 


2.2                               Proportionate payment


 


Each sum appropriated by the Trustee in accordance with the Secured
Documents in or towards payment of a particular part of the Liabilities shall
to the extent of that appropriation discharge the Chargor’s obligations in
respect of that part of the Liabilities both to any Secured Party to which the
same is owed, and to the Trustee.


 


3.                                      Security over shares


 


The Chargor, as continuing security for the payment, discharge and
performance of the Liabilities at any time owed or due to the Secured Parties
(or any of them) charges in favour of the Trustee (as trustee for the Secured
Parties):


 


4

















 


(a)                                  by
way of an equitable mortgage or second fixed charge all Shares held now or in
the future by it and/or any nominee on its behalf; and


 


(b)                                 by
way of a second fixed charge, all Related Rights.


 


4.                                      Covenants as to Full Title
Guarantee


 


The equitable mortgage or fixed charges contained in and created
pursuant to this Deed by the Chargor are made with full title guarantee.


 


5.                                      Restrictions and further
assurance


 


5.1                               Security


 


The Chargor shall not create or permit to subsist any Security over any
Charged Asset other than pursuant to a Permitted Transaction.


 


5.2                               Disposal


 


The Chargor shall not (nor shall the Chargor agree to) enter into a
single transaction or a series of transactions (whether related or not and
whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose
of any Charged Asset other than pursuant to a Permitted Transaction.


 


5.3                               Further assurance


 


The Chargor shall, subject to the terms of this Deed and the
Intercreditor Agreement, promptly do whatever the Trustee requires (acting
reasonably):


 


(i)                                     to
perfect or protect the Charges and the priority of the Charges; and 


 


(ii)                                  to facilitate the
realisation of any or all of the Charged Assets or the exercise of any rights
vested in the Trustee, any Receiver, any Delegate or any Administrator
including (without limitation) executing any transfer, conveyance, charge,
assignment or assurance of the Charged Assets (whether to the Trustee or its
nominees or otherwise), making any registration and giving any notice, order or
direction.


 


6.                                      Shares


 


6.1                               Documents


 


(a)                                  Subject
to the Intercreditor Agreement, the Chargor shall, on the earlier of the Senior
Discharge Date or the Transfer Date:


 


(i)                                     deposit,
or procure that the Security Agent deposits, with the Trustee, or as it
directs, all of the Shares and certificates or other documents of title representing
the Shares and the Related Rights; and 


 


(ii)                                  if any of the
Shares are not legally and beneficially held in the sole name of the Chargor,
deposit, or procure that the Security Agent deposits, with the Trustee, a
declaration of trust in respect of such Shares in favour of


 


5

















 


the Chargor executed by each person
other than the Chargor in whose name such Shares are registered or held.


 


(b)                                 The
Chargor shall, on the date of this Deed, execute and/or deliver to the Trustee
stock transfer forms or other instruments of transfer (with the name of the
transferee or assignee, the consideration and the date left blank, but
otherwise duly completed) and, subject to the Intercreditor Agreement, such
other documents relating to the Shares and their Related Rights as the Trustee
may reasonably require for perfecting or protecting its security over the
Shares and the Related Rights.


 


6.2                               Enjoyment of rights 


 


Until the occurrence of a Default or an Event of Default which is
continuing, and, until the Senior Discharge Date, subject to Clause 25.19 (Restricted
payments) of the Senior Facility Agreement and to Section 4.07 (Restricted Payments) of the Indenture, all
dividends and other distributions paid or payable in respect of the Shares may
be paid directly to the Chargor free from the security created under Clause 3 (Security
over Shares) (in which case the Trustee or its nominee shall
promptly execute any necessary dividend mandate) and, if paid directly to the
Trustee, shall be paid promptly by it to the Chargor.


 


6.3                               Exercise of voting and other
rights before enforcement


 


Subject to Clause 6.4 (Exercise of voting and other rights after enforcement),
the Chargor shall be entitled to exercise or direct the exercise of the voting
and other rights attached to the Shares (and where Shares have been registered
in the name of the Trustee or its nominee, the Trustee and any nominee of the
Trustee in whose name such Shares are registered shall execute any form of
proxy or other document reasonably required in order for the Chargor to do so),
as it sees fit provided that:


 


(a)                                  it
does so for a purpose that would not breach the terms of any Secured Document;
and


 


(b)                                 the
exercise of or failure to exercise those rights would not have an adverse
effect on the value of the Charged Assets and would not otherwise prejudice the
interests of any Secured Party under any Secured Document.


 


6.4                               Exercise of voting and other
rights after enforcement


 


Subject to the provisions of the Intercreditor Agreement, at any time
while a Default or an Event of Default has occurred and is continuing:


 


(a)                                  the
Trustee, the Receiver or an Administrator of the Chargor shall be entitled to
exercise or direct the exercise of the voting and other rights attached to any
Share in such manner as it or he sees fit; 


 


(b)                                 the
Chargor shall comply or procure the compliance with any directions of the
Trustee, the Receiver or an Administrator of the Chargor in respect of the
exercise of those rights and shall promptly execute and/or deliver to the
Trustee or the Secured Parties or the Receiver or an Administrator of the
Chargor such


 


6

















 


forms of proxy as it or he requires
with a view to enabling such person as it or he selects to exercise those
rights;


 


(c)                                  the
Trustee may in its discretion (in the name of the Chargor or otherwise) apply
all distributions, interest and other monies received in respect of such Shares
in accordance with Clause 10.1 (Application of proceeds);


 


(d)                                 the
Trustee may in their  discretion (in the
name of the relevant Chargor or otherwise) transfer the Shares into its own
name or the name of a nominee; and


 


(e)                                  the
Trustee may in their   discretion (in
the name of the Chargor or otherwise) exercise (or refrain from exercising) the
powers and rights conferred on or exercisable by the legal and beneficial owner
of the Shares.


 


6.5                               Power of attorney


 


If the legal ownership of any Share is not held in the Chargor’s name,
the Chargor shall, at any time on or after the earlier of the Senior Discharge
Date or the Transfer Date if requested by the Trustee and in order to comply
with the Chargor’s obligations under this Deed, promptly deliver to the Trustee
an irrevocable power of attorney, expressed to be given by way of security and
executed as a deed by the person in whose name such Share is held. That power
of attorney shall appoint the Trustee, each Receiver, each Delegate and each
Administrator of the Chargor as the attorney of the holder and shall be in such
form as the Trustee requires.


 


6.6                               Communications


 


The Chargor shall promptly execute and/or deliver to the Trustee a copy
of each circular, notice, report, set of accounts or other documents,
communications or correspondence received by it or its nominee in connection
with any Share, as the Trustee reasonably requires or, where Shares have been
registered in the name of the Trustee or its nominee, until the occurrence of
an Enforcement Event, the Trustee shall use its reasonable endeavours to forward
to the Chargor all such material documents, communications and/or
correspondence it receives in relation to such Shares.


 


7.                                      Enforcement


 


7.1                               When enforceable


 


Subject to the provisions of the Intercreditor Agreement and as between
the Chargor and the Trustee and the Holders, the Charges shall be enforceable,
and the powers conferred by Section 101 of the LPA as varied and extended by
this Deed shall be exercisable, while an Enforcement Event is continuing.


 


7.2                               Power
of sale


 


Subject to the provisions of the Intercreditor Agreement, the statutory
power of sale, of appointing a Receiver and the other statutory powers
conferred on mortgagees by Section 101 of the LPA as varied and extended by
this Deed shall arise on the date of this Deed.


 


7

















 


7.3                               Section 103 LPA


 


Section 103 of the LPA shall not apply to this Deed.


 


8.                                      Appointment and rights of
Receivers


 


8.1                               Appointment of receivers


 


Subject to the Intercreditor Agreement and to Clause 8.2 (Insolvency Act 2000, void provisions), if:


 


(a)                                  requested
by the Chargor;


 


(b)                                 any
corporate action, legal proceedings or other procedure or step is taken in
relation to the administration of the Chargor; or


 


(c)                                  any
other Enforcement Event is continuing (whether or not the Trustee has taken
possession of the Charged Assets),


 


without any notice or further notice, the Trustee may, by deed, or
otherwise in writing signed by any officer or manager of the Trustee or any
person authorised for this purpose by the Trustee appoint one or more persons
to be a Receiver or an Administrator. 
The Trustee may similarly remove any Receiver and appoint any person
instead of any Receiver. If the Trustee appoints more than one person as
Receiver, the Trustee may give those persons power to act either jointly or
severally.


 


8.2                               Insolvency Act 2000, void
provisions


 


The Trustee and the Holders may not appoint a Receiver solely as a
result of:


 


(a)                                  the
obtaining of a moratorium by the Chargor; or


 


(b)                                 anything
done by the Chargor with a view to obtaining a moratorium,


 


in each case under section 1A of and schedule A1 to the Insolvency Act
to the extent they are applicable to the Chargor.


 


8.3                               Scope of appointment


 


Any Receiver may be appointed Receiver of all of the Charged Assets or
Receiver of a part of the Charged Assets specified in the appointment.  In the latter case, the rights conferred on
a Receiver as set out in Schedule 1 (Rights
of Receivers) shall have effect as though every reference in that
Schedule to any Charged Assets were a reference to the part of those assets so
specified or any part of those assets.


 


8.4                               Rights of Receivers


 


Any Receiver appointed pursuant to this Clause 8 shall have the rights,
powers, privileges and immunities conferred by the Insolvency Act on
administrative or other receivers duly appointed under the Insolvency Act, and
shall also have the rights set out in Schedule 1 (Rights of Receivers).


 


8

















 


8.5                               Agent of Chargor


 


Any Receiver shall be the agent of the Chargor for all purposes. The
Chargor alone shall be responsible for the Receiver’s contracts, engagements,
acts, omissions, defaults and losses and for liabilities incurred by the
Receiver.


 


8.6                               Remuneration


 


The Trustee may determine the remuneration of any Receiver and direct
payment of that remuneration out of moneys he receives as Receiver.  The Chargor alone shall be liable for the
remuneration and all other costs, losses, liabilities and expenses of the
Receiver.


 


9.                                      rights of the trustee and the
holders


 


9.1                               Same rights as Receiver


 


Any rights conferred by any Secured Document upon a Receiver may be
exercised by the Trustee, or to the extent permitted by law, an Administrator
after the Charges become enforceable, whether or not the Trustee shall have taken
possession or appointed a Receiver of the Charged Assets.


 


9.2                               Delegation


 


The Trustee may delegate in any manner to any person any rights
exercisable by the Trustee under any Secured Document.  Any such delegation may be made upon such
terms and conditions (including power to sub-delegate) as the Trustee thinks
fit.


 


9.3                               Rights of Holders


 


The Trustee has been appointed to act as Trustee and to exercise every
power granted to the Secured Parties hereunder by each Secured Party either
pursuant to the Indenture or by the Secured Parties’ acceptance of the benefits
hereof and thereof.  In furtherance of
the foregoing, each Secured Party, by its acceptance of a Note and the benefits
hereof, agrees that, subject to the last sentence of this paragraph, it shall
have no right individually to realise upon any of the Security created by this
Deed, it being understood and agreed by such Secured Party that all rights and
remedies hereunder may be exercised solely by the Trustee for the benefit of
each Secured Party in accordance with the terms of this Section.  The Trustee shall be obligated, and shall
have the right hereunder, to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking each and
every action (including, without limitation, the release or substitution of the
Security created by this Deed) that the Secured Parties are entitled to take
hereunder, in each case,  in accordance
with this Deed and the Indenture. 
Notwithstanding the foregoing, the Secured Parties may take the actions
set out in Section 6.06 of the Indenture under the circumstances set out
therein.


 


9

















 


10.                               Order of distributions


 


10.1                        Application of proceeds


 


All amounts received or recovered by the Trustee or any Receiver or
Delegate in exercise of their rights under this Deed shall, subject to the
rights of any creditors having priority by statute, be applied in the order
provided in Clause 10.2 (Order of
distributions).


 


10.2                        Order of distributions


 


The order referred to in Clause 10.1 (Application
of proceeds) is:


 


(a)                                  in
or towards the payment of all costs, losses, liabilities and expenses of and
incidental to the appointment of any Receiver or Delegate and the exercise of
any of his rights, including his remuneration and all outgoings paid by him;


 


(b)                                 in
or towards the payment of the Liabilities in accordance with Clause 22 (Application of Recoveries) of the
Intercreditor Agreement; and


 


(c)                                  in
payment of any surplus to the Chargor or any other person entitled to it.


 


11.                               Liability of Trustee,
Receivers and Delegates


 


11.1                        Possession


 


If the Trustee, any Receiver or any Delegate takes possession of the
Charged Assets, it or he may at any time relinquish possession. Without
prejudice to Clause 11.2 (Trustee’s
liability), the Trustee shall not be liable as a mortgagee in
possession by reason of viewing or repairing any of the present or future
assets of the Chargor.


 


11.2                        Trustee’s liability


 


Neither the Trustee nor any Receiver or Delegate shall (either by reason
of taking possession of the Charged Assets or for any other reason and whether
as mortgagee in possession or otherwise) be liable to the Chargor, any Secured
Party or any other person for any costs, losses, liabilities or expenses
relating to the realisation of any Charged Assets or from any act, default,
omission or misconduct of the Trustee, any Receiver, any Delegate or their
respective officers, employees or agents in relation to the Charged Assets or
in connection with the Secured Documents except to the extent caused by its or
his own gross negligence or wilful misconduct.


 


12.                               Power of Attorney


 


12.1                        Appointment


 


The Chargor by way of security irrevocably appoints the Trustee, every
Receiver and every Delegate severally its attorney (with full power of
substitution), on its behalf and in its name or otherwise, at such time and in
such manner as the attorney thinks fit:


 


(a)                                  to
do anything which the Chargor is obliged to do (but has not done) under any
Secured Document to which it is party (including to execute mortgages or


 


10

















 


charges over, transfers, conveyances,
assignments and assurances of, and other instruments, notices, orders and
directions relating to, the Charged Assets); and


 


(b)                                 to,
for so long as the security constituted by this Deed has become enforceable in
accordance with Clause 7.1 (When
enforceable), after the occurrence of an Enforcement Event which is
continuing, exercise any of the rights conferred on the Trustee, any Receiver
or any Delegate in relation to the Charged Assets or under any Secured
Document, the LPA or the Insolvency Act.


 


12.2                        Ratification


 


The Chargor ratifies and confirms and agrees to ratify and confirm
whatever any such attorney shall do in the exercise or purported exercise of
the power of attorney granted by it in Clause 12.1 (Appointment).


 


13.                               Protection of third parties


 


13.1                        No duty to enquire


 


No person dealing with the Trustee, any other Secured Party, any
Receiver or any Delegate shall be concerned to enquire:


 


(a)                                  whether
the rights conferred by or pursuant to any Secured Document are exercisable;


 


(b)                                 whether
any Liabilities are outstanding or have become payable;


 


(c)                                  whether
any consents, regulations, restrictions or directions relating to such rights
have been obtained or complied with;


 


(d)                                 otherwise
as to the propriety or regularity of acts purporting or intended to be in
exercise of any such rights; or


 


(e)                                  as
to the application of any money borrowed or raised.


 


13.2                        Protection
to purchasers


 


All the protection to purchasers contained in Sections 104 and 107 of
the LPA, Section 42(3) of the Insolvency Act or in any other applicable
legislation shall apply to any person purchasing from or dealing with the
Trustee, any other Secured Party, any Receiver or any Delegate.


 


13.3                        Receipts


 


The receipt of the Trustee or any Receiver or Delegate shall be an
absolute and a conclusive discharge to a purchaser and shall relieve him of any
obligation to see to the application of any moneys paid to or by the direction
of the Trustee or the Receiver or Delegate.


 


11

















 


14.                               Saving provisions


 


14.1                        Continuing Security


 


Subject to Clause 15 (Discharge of
Security), the Charges are continuing Security, are made for
securing further advances and will extend to the ultimate balance of the
Liabilities, regardless of any intermediate payment or discharge in whole or in
part.


 


14.2                        Reinstatement


 


If any payment by the Chargor or any discharge given by a Secured Party
(whether in respect of the Obligations or any security for those Obligations or
otherwise) is avoided or reduced as a result of insolvency or any similar
event:


 


(a)                                  the
liability of the Chargor and the Charges shall continue as if the payment,
discharge, avoidance or reduction had not occurred; and 


 


(b)                                 each
Secured Party shall be entitled to recover the value or amount of that security
or payment from the Chargor, as if the payment, discharge, avoidance or
reduction had not occurred.


 


14.3                        Waiver of defences


 


Neither the obligations of the Chargor under this Deed nor the Charges
will be affected by an act, omission, matter or thing which, but for this
Clause, would reduce, release or prejudice any of its obligations under any
Secured Document or any of the Charges (without limitation and whether or not
known to it or any Secured Party) including:


 


(a)                                  any
time, waiver or consent granted to, or composition with, any Obligor or other
person;


 


(b)                                 the
release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor of any member of the Group;


 


(c)                                  the
taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect,  take up or enforce
any rights against, or security over assets of, any Obligor or other person or
any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any
security;


 


(d)                                 any
incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of an Obligor or any other person;


 


(e)                                  any
amendment (however fundamental) or replacement of a Secured Document or any
other document or security;


 


(f)                                    any
unenforceability, illegality or invalidity of any obligation of any person
under any Secured Document or any other document or security; or


 


(g)                                 any
insolvency or similar proceedings.


 


12

















 


14.4                        Immediate recourse


 


The Chargor waives any right it may have of first requiring any Secured
Party (or any trustee or agent on its behalf) to proceed against or enforce any
other rights or security or claim payment from any person before claiming from
the Chargor under this Deed.  This waiver
applies irrespective of any law or any provision of a Secured Document to the
contrary.


 


14.5                        Appropriations


 


Until all the Liabilities have been irrevocably paid in full and all
facilities which might give rise to Liabilities have terminated, each Secured
Party (or any trustee or agent on its behalf) may: 


 


(a)                                  refrain
from applying or enforcing any other moneys, security or rights held or
received by that Secured Party (or any trustee or agent on its behalf) in
respect of those amounts, or apply and enforce the same in such manner and
order as it sees fit (whether against those amounts or otherwise) and the
Chargor shall not be entitled to the benefit of the same; and


 


(b)                                 hold
in an interest-bearing suspense account any moneys received from the Chargor or
on account of the Chargor’s liability under this Deed.


 


14.6                        Deferral
of Chargors’ rights


 


Until all the Liabilities have been irrevocably paid in full and all
facilities which might give rise to Liabilities have terminated and unless the
Trustee otherwise directs, the Chargor will not exercise any rights which it
may have by reason of performance by it of its obligations under the Secured
Documents: 


 


(a)                                  to
be indemnified by an Obligor; 


 


(b)                                 to
claim any contribution from any other Obligor or any other guarantor of any
Obligor’s obligations under the Secured Documents; and/or


 


(c)                                  to
take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Secured Parties under the Secured Documents or
of any guarantee or other security taken pursuant to, or in connection with,
the Secured Documents by any Secured Party.


 


The Chargor shall hold on trust and promptly pay or transfer to the
Trustee any payment or benefit of security received by it contrary to the
above.


 


14.7                        Additional Security


 


The Charges are in addition to and are not in any way prejudiced by any
other guarantees or security now or subsequently held by any Secured Party.


 


14.8                        Tacking


 


Each Secured Party shall comply with its obligations under the Secured
Documents (including any obligation to make further advances).


 


13

















 


15.                               Release of Security


 


15.1                        Final discharge


 


If the Trustee is satisfied that all the Liabilities have been
irrevocably paid in full and that all facilities which might give rise to
Liabilities have terminated, the Trustee shall at the request and cost of the
Chargor release, reassign or discharge (as appropriate) the Charged Assets from
the Charges.


 


15.2                        Release
on enforcement


 


If (i) the Trustee receives written confirmation from the Security Agent
that one or more of the conditions set out in Clause 23.3(b) of the
Intercreditor Agreement is satisfied; and (ii) the Security Agent requests in
writing that the Trustee releases the Charges, the Trustee shall at the cost of
the Chargor, release, reassign or discharge (as appropriate) those Charged
Assets from the Charges.


 


15.3                        Release in other
circumstances


 


If the Trustee receives (i) a written request from the Chargor to
release the Charges in accordance with clause 10.02 of the Indenture and (ii)
the other certificates, documents and opinions required in connection with the
requested release, the Trustee shall at the cost of the Chargor, release,
reassign or discharge (as appropriate) the Charged Assets from the Charges.


 


15.4                        Consolidation


 


Section 93 of the LPA shall not apply to the Charges.


 


16.                               Enforcement expenses


 


16.1                        Currency Indemnity


 


If the Trustee, any Receiver, Delegate or Administrator or any Secured
Party suffers or incurs a loss, cost, liability or expense due to:


 


(a)                                  it
receiving an amount in respect of the Chargor’s liability under any Secured
Document; or


 


(b)                                 such
a liability being converted into claim, proof, judgment, order or award,


 


in a currency differing from that in which the amount is expressed to be
payable under the relevant Secured Document, the Chargor shall, as an
independent obligation, indemnify the Trustee or the affected Receiver or
Delegate or affected Secured Party against that loss, cost, liability or
expense within three (3) Business Days of demand.


 


16.2                        Value Added Tax


 


All consideration expressed to be payable under this Deed or any Secured
Document by any party thereto to any Receiver, Delegate or any Administrator
shall be deemed to be exclusive of any VAT. 
If VAT is chargeable on any supply made by any Receiver, Delegate or any
Administrator to any Party in connection with any Secured Document or this
Deed, that Party shall pay to the Receiver, Delegate or Administrator (in
addition


 


14

















 


to and at the same time as paying the consideration) an amount equal to
the amount of the VAT.


 


17.                               Payments


 


17.1                        Demands


 


Any demand for payment made by any Secured Party shall be valid and
effective even if it contains no statement of the relevant Liabilities or an
inaccurate or incomplete statement of them.


 


17.2                        Payments


 


All payments by the Chargor under this Deed (including damages for its
breach) shall be made in the Currency of Account and to such account, with such
financial institution and in such other manner as the Trustee may direct.


 


17.3                        Continuation
of accounts


 


At any time after:


 


(a)                                  the
receipt by any Secured Party of notice (either actual or otherwise) of any
subsequent Security affecting any of the Charged Assets of the Chargor; or


 


(b)                                 the
passing of a resolution in relation to the Winding-up of the Chargor,


 


any Secured Party may open a new account in the name of the Chargor with
that Secured Party (whether or not it permits any existing account to
continue). If that Secured Party does not open such a new account, it shall
nevertheless be treated as if it had done so when the relevant event occurred.
No moneys paid into any account, whether new or continuing, after that event
shall discharge or reduce the amount recoverable pursuant to any Secured
Document to which the Chargor is party.


 


18.                               Set-off


 


Subject to the Intercreditor Agreement, the Trustee and each Secured
Party may set off any matured obligation due from the Chargor after the occurrence
of an Enforcement Event which is continuing under the Secured Documents (to the
extent beneficially owned by the Trustee or that Secured Party) against any
matured obligation owed by the Trustee or that Secured Party to the Chargor,
regardless of the place of payment, booking branch or currency of either
obligation. If the obligations are in different currencies, the Trustee or that
Secured Party may convert either obligation at a market rate of exchange in its
usual course of business for the purpose of the set-off.


 


19.                               Rights, amendments, waivers
and determinations


 


19.1                        Ambiguity


 


Where there is any ambiguity or conflict between the rights conferred by
law and those conferred by or pursuant to any Secured Document, the terms of
that Secured Document shall prevail.


 


15

















 


19.2                        Remedies
and waivers


 


No failure to exercise, nor any delay in exercising, on the part of any
Secured Party, Receiver or Delegate, any right or remedy under any Secured
Document shall operate as a waiver, nor shall any single or partial exercise of
any right or remedy prevent any further or other exercise or the exercise of
any other right or remedy. The rights and remedies provided in the Secured
Documents are cumulative and not exclusive of any rights or remedies provided
by law, including the right to appoint an Administrator under the Insolvency
Act 1986.


 


19.3                        Determinations


 


Any certification or determination by any Secured Party or any Receiver
or Delegate under any Secured Document is, in the absence of manifest error,
conclusive evidence of the matters to which it relates.


 


20.                               Partial Invalidity


 


If, at any time, any provision of the Secured Documents is or becomes
illegal, invalid or unenforceable in any respect under any law of any
jurisdiction, neither the legality, validity or enforceability of the remaining
provisions nor the legality, validity or enforceability of such provision under
the law of any other jurisdiction will in any way be affected or impaired.


 


21.                               Separate and independent
obligations


 


The Security created by each Obligor by or in connection with any
Secured Document is separate from and independent of the Security created or
intended to be created by any other Obligor by or in connection with this Deed.


 


22.                               Indemnities separate


 


Each indemnity in each Secured Document shall:


 


(a)                                  constitute
a separate and independent obligation from the other obligations in that or any
other Secured Document;


 


(b)                                 give
rise to a separate and independent cause of action;


 


(c)                                  apply
irrespective of any indulgence granted by any Secured Party;


 


(d)                                 continue
in full force and effect despite any judgment, order, claim or proof for a
liquidated amount in respect of any Liability or any other judgment or order;
and


 


(e)                                  apply
whether or not any claim under it relates to any matter disclosed by the
Chargor or otherwise known to any Secured Party.


 


23.                               Notices


 


23.1                        Communications
in writing


 


Any communication to be made under or in connection with this Deed shall
be made in writing and, unless otherwise stated, may be made by fax or letter.


 


16

















 


23.2                        Addresses


 


The address and fax number (and the department or officer, if any, for
whose attention the communication is to be made) of each Party for any
communication or document to be made or delivered under or in connection with
this Deed is that identified with its name on the signature page hereof or any
substitute address, fax number or department or officer as the Party may notify
to the Trustee (or the Trustee may notify to the other Parties, if a change is
made by the Trustee) by not less than five (5) Business Days’ notice.


 


23.3                        Delivery


 


(a)                                  Any
communication or document made or delivered by one person to another under or
in connection with this Deed will only be effective:


 


(i)                                     if
by way of fax, when received in legible form; or


 


(ii)                                  if by way of
letter, when it has been left at the relevant address or 5 Business Days after
being deposited in the post postage prepaid in an envelope addressed to it at
that address,


 


and, if a particular department or officer is specified as part of its
address details provided under Clause 23.2 (Addresses), if addressed to that
department or officer.


 


(b)                                 Any
communication or document to be made or delivered to the Trustee will be
effective only when actually received by it and then only if it is expressly
marked for the attention of the department or officer identified with its
signature below (or any substitute department or officer as it shall specify
for this purpose).


 


(c)                                  All
notices from or to the Chargor shall be sent through the Trustee.


 


23.4                        Notification
of address and fax number


 


Promptly upon receipt of notification of an address and fax number or
change of address or fax number pursuant to Clause 23.2 (Addresses) or changing its
own address or fax number, the Trustee shall notify the other Parties.


 


23.5                        English
language


 


(a)                                  Any
notice given under or in connection with this Deed must be in English.


 


(b)                                 All
other documents provided under or in connection with this Deed must be:


 


(i)                                     in
English; or


 


(ii)                                  if not in English,
and if so required by the Trustee, accompanied by a certified English
translation and, in this case, the English translation will prevail unless the
document is a constitutional, statutory or other official document or a Secured
Document.


 


17

















 


24.                               Counterparts


 


This Deed may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single copy
of this Deed.


 


25.                               Governing
law


 


This Deed is governed by English law.


 


26.                               Jurisdiction


 


26.1                        Jurisdiction
of English courts


 


(a)                                  The
courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with the Secured Documents (including a dispute regarding
the existence, validity or termination of any Secured Document) (a “Dispute”).


 


(b)                                 The
Parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the
contrary.


 


(c)                                  This
Clause 26.1 is for the benefit of the Secured Parties only.  As a result, the Secured Parties shall not
be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction.  To the extent
allowed by law, each Secured Party may take concurrent proceedings in any
number of jurisdictions.


 


IN WITNESS
WHEREOF this
Deed has been duly executed and delivered as a deed on the date stated at the
beginning of this Deed.


 


18

















 


SCHEDULE 1

Rights of Receivers


 


Any Receiver appointed pursuant to Clause 8 (Appointment and Rights of
Receivers) shall have the right, either in his own name or in the name of the
Chargor or otherwise and in such manner and upon such terms and conditions as
the Receiver thinks fit, and either alone or jointly with any other person:


 


(a)                                  Enter into possession


 


to take possession of, get in and collect the Charged Assets;


 


(b)                                  Carry on business


 


to manage and carry on any business of the Chargor;


 


(c)                                  Contracts


 


to enter into any contract or arrangement and to perform, repudiate,
rescind or vary any contract or arrangement to which the Chargor is a party;


 


(d)                                  Deal with Charged Assets


 


to sell, transfer, assign, exchange, lend or otherwise dispose of or
realise the Charged Assets to any person (including a new company formed
pursuant to paragraph (e) (Hive down)) either by public offer or auction,
tender or private contract and for a consideration of any kind (which may be
payable or delivered in one amount or by instalments spread over a period or
deferred);


 


(e)                                  Hive down


 


to form a new company and to subscribe for or acquire (for cash or
otherwise) any investment in or of the new company and to sell, transfer,
assign, exchange and otherwise dispose of or realise any such investments or
part thereof or any rights attaching thereto;


 


(f)                                    Borrow money


 


to borrow or raise money either unsecured or on the security of the
Charged Assets (either in priority to the Charges or otherwise);


 


(g)                                 Covenants and guarantees


 


to enter into bonds, covenants, guarantees, indemnities and other
commitments and to make all payments needed to effect, maintain or satisfy
them;


 


(i)                                    Rights of ownership


 


to manage and use the Charged Assets and to exercise and do (or permit
that Chargor or any nominee of it to exercise and do) all such rights and
things as the Receiver would be capable of exercising or doing if he were the
absolute beneficial owner of the Charged Assets;


 


19

















 


(k)                                Claims


 


to settle, adjust, refer to arbitration, compromise and arrange any
claims, accounts, disputes, questions and demands with or by any person who is
or claims to be a creditor of the Chargor or relating to the Charged Assets;


 


(l)                                    Legal actions


 


to bring, prosecute, enforce, defend and abandon actions, suits and
proceedings in relation to the Charged Assets or any business of the Chargor;


 


(m)                              Redemption of Security


 


to redeem any Security (whether or not having priority to the Charges)
over the Charged Assets and to settle the accounts of any person with an
interest in the Charged Assets;


 


(n)                                 Employees etc.


 


to appoint, hire and employ officers, employees, contractors, agents,
advisors and others and to discharge any such persons and any such persons
appointed, hired or employed by that Chargor;


 


(o)                                  Insolvency Act


 


to exercise all powers set out in schedule 1, schedule B1 or (in the
case of a Scottish Receiver) schedule 2 to the Insolvency Act as now in force
(whether or not in force at the date of exercise and whether or not the
Receiver is an administrative receiver) and any powers added to schedule 1,
schedule B1 or schedule 2, as the case may be, after the date of this Deed; and


 


(p)                                  Other powers


 


to do anything else he may think fit for the realisation of the Charged
Assets or incidental to the exercise of any of the rights conferred on the
Receiver under or by virtue of any Secured Document to which the Chargor is
party, the LPA or the Insolvency Act.


 


20

















 


	
  SIGNED as a DEED by INMARSAT

  INVESTMENTS LIMITED acting by

  	
   

  
	
   

  	
   

  
	
  a Director and

  	
  RAMIN KHADEM

  
	
   

  	
   

  
	
  a Director/the Secretary

  	
  ALISON HORROCKS

  
	
   

  	
   

  
	
  Address:

  	
  99 City Road

  London

  EC1Y 1AX

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax No:

  	
  +44 20 7728 1602

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Company Secretary

  	
   

  



 


 


	
  SIGNED by

  	
   

  
	
   

  	
   

  
	
  for and on behalf of

  THE BANK OF NEW YORK

  in the presence of LUCY MARTIN

  	
  DANIEL WYNNE

  
	
   

  	
   

  
	
  Address:

  	
  One Canada Square

  London

  E14 5AL

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax No:

  	
  +44 20 7964 6399

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Corporate Trust
  Administration

  	
   

  



 


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