Exhibit
4.1


 


CONFORMED
COPY


 


INMARSAT FINANCE PLC


 


AND EACH OF THE GUARANTORS PARTY HERETO


 


 


7.625% SENIOR NOTES DUE 2012


 


 












 


INDENTURE


 


Dated as of February 3, 2004


 












 


The Bank of New York


 


Trustee


 












 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture
  Section

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.11

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  	
   

  
	
   

  	
  (b)

  	
   

  	
  13.03

  	
   

  
	
   

  	
  (c)

  	
   

  	
  13.03

  	
   

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (b)(1)

  	
   

  	
  10.02

  	
   

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06; 7.07

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.06; 13.02

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.06

  	
   

  
	
  314

  	
  (a)

  	
   

  	
  13.05

  	
   

  
	
   

  	
  (b)

  	
   

  	
  10.02

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (d)

  	
   

  	
  10.02, 10.03, 10.04

  	
   

  
	
   

  	
  (e)

  	
   

  	
  13.05

  	
   

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  	
   

  
	
  315

  	
  (a)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (e)

  	
   

  	
  N.A.

  	
   

  
	
  316

  	
  (a) (last
  sentence)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  317

  	
  (a)(1)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
  318

  	
  (a)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (c)

  	
   

  	
  13.01

  	
   

  



 


N.A. means not applicable.


 












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


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  1.

  DEFINITIONS AND INCORPORATION

  BY REFERENCE

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions.

  	
   

  
	
  Section 1.02

  	
  Other Definitions.

  	
   

  
	
  Section 1.03

  	
  Incorporation by Reference of Trust
  Indenture Act.

  	
   

  
	
  Section 1.04

  	
  Rules of Construction.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2.

  THE NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Form and Dating.

  	
   

  
	
  Section 2.02

  	
  Execution and Authentication.

  	
   

  
	
  Section 2.03

  	
  Registrar and Paying Agent.

  	
   

  
	
  Section 2.04

  	
  Paying Agent to Hold Money in Trust.

  	
   

  
	
  Section 2.05

  	
  Holder Lists.

  	
   

  
	
  Section 2.06

  	
  Transfer and Exchange.

  	
   

  
	
  Section 2.07

  	
  Replacement Notes.

  	
   

  
	
  Section 2.08

  	
  Outstanding Notes.

  	
   

  
	
  Section 2.09

  	
  Treasury Notes.

  	
   

  
	
  Section 2.10

  	
  Temporary Notes.

  	
   

  
	
  Section 2.11

  	
  Cancellation.

  	
   

  
	
  Section 2.12

  	
  Defaulted Interest.

  	
   

  
	
  Section 2.13

  	
  Further Issues.

  	
   

  
	
  Section 2.14

  	
  Common Code and ISIN Number.

  	
   

  
	
  Section 2.15

  	
  Deposit of Moneys.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3.

  REDEMPTION AND PREPAYMENT

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Notices to Trustee.

  	
   

  
	
  Section 3.02

  	
  Selection of Notes to Be Redeemed or
  Purchased.

  	
   

  
	
  Section 3.03

  	
  Notice of Redemption.

  	
   

  
	
  Section 3.04

  	
  Effect of Notice of Redemption.

  	
   

  
	
  Section 3.05

  	
  Deposit of Redemption or Purchase Price.

  	
   

  
	
  Section 3.06

  	
  Notes Redeemed or Purchased in Part.

  	
   

  
	
  Section 3.07

  	
  Optional Redemption.

  	
   

  
	
  Section 3.08

  	
  Mandatory Redemption.

  	
   

  
	
  Section 3.09

  	
  Offer to Purchase by Application of Excess
  Proceeds.

  	
   

  
	
  Section 3.10

  	
  Redemption for Changes in Withholding Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4.

  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Payment of Notes.

  	
   

  
	
  Section 4.02

  	
  Maintenance of Paying Agents, a Registrar
  and Transfer Agents.

  	
   

  
	
  Section 4.03

  	
  Reports.

  	
   

  
	
  Section 4.04

  	
  Compliance Certificate.

  	
   

  
	
  Section 4.05

  	
  Taxes.

  	
   

  
	
  Section
  4.06

  	
  Stay,
  Extension and Usury Laws.

  	
   

  
	
  Section 4.07

  	
  Restricted Payments.

  	
   

  
	
  Section 4.08

  	
  Dividend and Other Payment Restrictions
  Affecting Subsidiaries.

  	
   

  
	
  Section 4.09

  	
  Incurrence of Indebtedness and Issuance of
  Preference Shares.

  	
   

  



 


i

















 


	
  Section 4.10

  	
  Asset Sales and Events of Loss.

  	
   

  
	
  Section 4.11

  	
  Transactions with Affiliates.

  	
   

  
	
  Section 4.12

  	
  Liens.

  	
   

  
	
  Section 4.13

  	
  Business Activities.

  	
   

  
	
  Section 4.14

  	
  Corporate Existence.

  	
   

  
	
  Section 4.15

  	
  Offer to Repurchase Upon Change of Control.

  	
   

  
	
  Section 4.16

  	
  No Layering of Debt.

  	
   

  
	
  Section 4.17

  	
  Limitation on Sale and Leaseback
  Transactions.

  	
   

  
	
  Section 4.18

  	
  Payments for Consent.

  	
   

  
	
  Section 4.19

  	
  Additional Subsidiary Guarantees.

  	
   

  
	
  Section 4.20

  	
  Designation of Restricted and Unrestricted
  Subsidiaries.

  	
   

  
	
  Section 4.21

  	
  Maintenance of Insurance.

  	
   

  
	
  Section 4.22

  	
  Additional Amounts.

  	
   

  
	
  Section 4.23

  	
  Listing

  	
   

  
	
  Section 4.24

  	
  Special Purpose Vehicle Covenants.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5.

  SUCCESSORS

  
	
   

  	
   

  	
   

  
	
  Section
  5.01

  	
  Merger,
  Consolidation, or Sale of Assets.

  	
   

  
	
  Section 5.02

  	
  Successor Corporation Substituted.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6.

  DEFAULTS AND REMEDIES

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Events of Default.

  	
   

  
	
  Section 6.02

  	
  Acceleration.

  	
   

  
	
  Section 6.03

  	
  Other Remedies.

  	
   

  
	
  Section 6.04

  	
  Waiver of Past Defaults.

  	
   

  
	
  Section 6.05

  	
  Control by Majority.

  	
   

  
	
  Section 6.06

  	
  Limitation on Suits.

  	
   

  
	
  Section 6.07

  	
  Rights of Holders of Notes to Receive
  Payment.

  	
   

  
	
  Section 6.08

  	
  Collection Suit by Trustee.

  	
   

  
	
  Section 6.09

  	
  Trustee May File Proofs of Claim.

  	
   

  
	
  Section 6.10

  	
  Priorities.

  	
   

  
	
  Section 6.11

  	
  Undertaking for Costs.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  7.

  TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Duties of Trustee.

  	
   

  
	
  Section 7.02

  	
  Rights of Trustee.

  	
   

  
	
  Section 7.03

  	
  Individual Rights of Trustee.

  	
   

  
	
  Section 7.04

  	
  Trustee’s Disclaimer.

  	
   

  
	
  Section 7.05

  	
  Notice of Defaults.

  	
   

  
	
  Section 7.06

  	
  Reports by Trustee to Holders of the Notes.

  	
   

  
	
  Section 7.07

  	
  Compensation and Indemnity.

  	
   

  
	
  Section 7.08

  	
  Replacement of Trustee.

  	
   

  
	
  Section 7.09

  	
  Successor Trustee by Merger, etc.

  	
   

  
	
  Section 7.10

  	
  Eligibility; Disqualification.

  	
   

  
	
  Section 7.11

  	
  Preferential Collection of Claims Against
  Issuer.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  8.

  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Option to Effect Legal Defeasance or
  Covenant Defeasance.

  	
   

  
	
  Section 8.02

  	
  Legal Defeasance and Discharge.

  	
   

  
	
  Section 8.03

  	
  Covenant Defeasance.

  	
   

  
	
  Section 8.04

  	
  Conditions to Legal or Covenant Defeasance.

  	
   

  



 


ii

















 


	
  Section 8.05

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

  	
   

  
	
  Section 8.06

  	
  Repayment to Issuer.

  	
   

  
	
  Section 8.07

  	
  Reinstatement.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  9.

  AMENDMENT, SUPPLEMENT AND WAIVER

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Without Consent of Holders of Notes.

  	
   

  
	
  Section 9.02

  	
  With Consent of Holders of Notes.

  	
   

  
	
  Section 9.03

  	
  Compliance with Trust Indenture Act.

  	
   

  
	
  Section 9.04

  	
  Revocation and Effect of Consents.

  	
   

  
	
  Section 9.05

  	
  Notation on or Exchange of Notes.

  	
   

  
	
  Section 9.06

  	
  Trustee to
  Sign Amendments, etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  10.

  COLLATERAL AND SECURITY

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Security Documents.

  	
   

  
	
  Section 10.02

  	
  Release of Collateral.

  	
   

  
	
  Section 10.03

  	
  Certificates of the Issuer.

  	
   

  
	
  Section 10.04

  	
  Certificates of the Trustee.

  	
   

  
	
  Section 10.05

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

  	
   

  
	
  Section 10.06

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

  	
   

  
	
  Section 10.07

  	
  Termination of Security Interest.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  11.

  GUARANTEES

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Guarantee.

  	
   

  
	
  Section 11.02

  	
  Subordination of Subsidiary Guarantees.

  	
   

  
	
  Section 11.03

  	
  Limitation on Guarantor Liability.

  	
   

  
	
  Section 11.04

  	
  Execution and Delivery of Guarantee.

  	
   

  
	
  Section 11.05

  	
  Guarantors May Consolidate, etc., on
  Certain Terms.

  	
   

  
	
  Section 11.06

  	
  Releases.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  12.

  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Satisfaction and Discharge.

  	
   

  
	
  Section 12.02

  	
  Application of Trust Money.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  13.

  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  Trust Indenture Act Controls.

  	
   

  
	
  Section 13.02

  	
  Notices.

  	
   

  
	
  Section 13.03

  	
  Communication by Holders of Notes with
  Other Holders of Notes.

  	
   

  
	
  Section 13.04

  	
  Certificate and Opinion as to Conditions
  Precedent.

  	
   

  
	
  Section 13.05

  	
  Statements Required in Certificate or
  Opinion.

  	
   

  
	
  Section 13.06

  	
  Rules by Trustee and Agents.

  	
   

  
	
  Section 13.07

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

  	
   

  
	
  Section 13.08

  	
  Governing Law.

  	
   

  
	
  Section 13.09

  	
  Submission to Jurisdiction.

  	
   

  
	
  Section 13.10

  	
  Foreign Judgment Currency.

  	
   

  
	
  Section 13.11

  	
  No Adverse Interpretation of Other
  Agreements.

  	
   

  
	
  Section 13.12

  	
  Successors.

  	
   

  
	
  Section 13.13

  	
  Severability.

  	
   

  



 


iii

















 


	
  Section 13.14

  	
  Counterpart Originals.

  	
   

  
	
  Section
  13.15

  	
  Table
  of Contents, Headings, etc.

  	
   

  



 


	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  FORM OF NOTE

  	
   

  
	
  Exhibit B

  	
  FORM OF CERTIFICATE OF
  TRANSFER

  	
   

  
	
  Exhibit C

  	
  FORM OF CERTIFICATE OF
  EXCHANGE

  	
   

  
	
  Exhibit D

  	
  FORM OF CERTIFICATE
  FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

  	
   

  
	
  Exhibit E

  	
  FORM OF NOTATION OF
  GUARANTEE

  	
   

  
	
  Exhibit F

  	
  FORM OF SUPPLEMENTAL
  INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

  	
   

  



 


iv

















 


INDENTURE dated as
of February 3, 2004 among Inmarsat Finance plc, a public limited company
incorporated under the laws of England and Wales with registered number 4930309 (the “Issuer”), the Guarantors (as
defined below) and The Bank of New York, as trustee (the “Trustee”).


 


The Issuer, the Guarantors and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders (as defined) of the 7.625% Senior Notes due 2012 (the “Notes”):


 


ARTICLE 1.

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01                                Definitions.


 


“144A Global Note” means a Global Note
substantially in the form of Exhibit A hereto bearing the Global Note
Legend, the Private Placement Legend and the Dutch Legend, and deposited with
or on behalf of the Custodian, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on Rule 144A.


 


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


 


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


 


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


 


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


 


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


 


“Adjusted
Consolidated Net Income” means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus non-cash interest on Subordinated
Intercompany Shareholder Funding Loans for such period.


 


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


 


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


 


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


 

















 


“Applicable Premium”
means, with respect to any Note on any redemption date, the greater of (i) 1.0%
of the principal amount of the Note; or (ii) if greater, the excess of (a) the
present value at such redemption date of (I) the redemption price of the
Note at March 1, 2008 (such redemption price being set forth in the table
appearing above under Section 3.07 plus (II) all
required interest payments due on the Note through March 1, 2008 (excluding
accrued but unpaid interest to the redemption date), computed using a discount
rate equal to the Treasury Rate as of such redemption date plus 50 basis
points; over (b) the principal amount of the Note.


 


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


 


“Asset Sale”
means (i) the sale, lease, conveyance or other disposition of any assets or
rights; provided that the sale,
conveyance or other disposition of all or substantially all of the assets of
Inmarsat Group Limited and its Restricted Subsidiaries taken as a whole or of
Inmarsat Investments Limited and its Restricted Subsidiaries taken as a whole
will be governed by Section 4.15 and/or Section 5.01 and not by Section 4.10;
and (ii) the issuance of Equity Interests in any Restricted Subsidiary of
Inmarsat Group Limited or the sale of Equity Interests in any of its
Subsidiaries.


 


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


 


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


 


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


 


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


 


3

















 


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


 


“Book-Entry Interest” means a
beneficial  interest in a Global Note
held by or through a Participant.


 


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


 


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


 


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


 


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


 


“Cash Equivalents”
means:


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Clearstream” means Clearstream Banking,
S.A.


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


“Consolidated Net
Indebtedness” of any Person at any date means the Indebtedness of
such Person at such date (excluding any Subordinated Intercompany Shareholder
Funding Loans) less cash (whether or not restricted) and Cash Equivalents of such
Person and its Restricted Subsidiaries at such date.


 


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


 


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


 


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


 


 “Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto.


 


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


 


“Definitive Registered Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.06 hereof, substantially in the form of Exhibit A
hereto except that such Note shall not bear the Global Note Legend and shall
not have the “Schedule of Exchanges of Interests in the Global Note” attached
thereto.


 


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


 


“Designated Senior
Debt” means, in respect of any Person, (i) until repaid in
full, Indebtedness under the Senior Credit Agreement and (ii) thereafter,
any Senior Debt of such Person in an original


 


7

















 


principal amount
exceeding $150.0 million that is designated as “Designated Senior Debt” by
Inmarsat Group Limited (but there shall only be one class of Designated Senior
Debt outstanding at any time).


 


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


 


“DTC”
means The Depository Trust Company.


 


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


 


“Enforcement Action”
means, in respect of any Indebtedness, any action to (i) demand payment,
declare prematurely due and payable or otherwise seek to accelerate payment of
all or any part of the Indebtedness; (ii) recover all or any of the
Indebtedness (including by way of set off); (iii) exercise or enforce any right
against any surety or any other rights under any other document, agreement or
instrument in relation to (or given in support of) all or any of the Indebtedness
under the relevant obligation; (iv) petition for or take any other step which
may lead to an Insolvency Event involving the obligor in relation to that
Indebtedness; or (v) start any legal proceedings against any obligor in
relation to that Indebtedness.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


(6)                                  excluding Excluded Proceeds.


 


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


 


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


 


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


 


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


 


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


 


“Existing
Indebtedness” means Indebtedness of Inmarsat Group Limited and its
Subsidiaries in existence on the Issue Date (other than Indebtedness under the
Senior Credit Agreement, the Notes and all Indebtedness repaid with the
proceeds of the Notes), until such amounts are repaid.


 


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


 


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


 


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


 


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


 


9

















 


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


 


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


 


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


 


(5)                                  non-cash interest accrued on the
Subordinated Intercompany Shareholder Funding Loan during such period; minus


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


“Funding Loan Standstill Period” has the
meaning ascribed to it in the Intercreditor Agreement.


 


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


 


“Global Note Legend” means the legend set
forth in Section 2.06(g)(2), which is required to be placed on all Global Notes
issued under this Indenture.


 


“Global Notes” means, individually and
collectively, each of the Restricted Global Notes and the Unrestricted Global
Notes deposited with or on behalf of and registered in the name of the
Depository or its nominee, substantially in the form of Exhibit A hereto
and that bear the Global Note Legend and the Dutch Legend, and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto,
issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or
2.06(f) hereof.


 


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


 


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


 


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


 


“Guarantors”
means each of:


 


(1)                                  Inmarsat
Group Limited, Inmarsat Investments Limited, Inmarsat Ventures Limited,
Inmarsat Limited, Inmarsat Leasing (Two) Ltd and Inmarsat Launch
Company Limited; and


 


(2)                                  any
other subsidiary of Inmarsat Group Limited that executes a Subsidiary Guarantee
in accordance with Section 4.19;


 


and their respective successors and assigns.


 


11

















 


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


 


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


 


“Holder” means a Person in whose name a
Note is registered.


 


“Holding Company”
has the meaning ascribed to it in the Senior Credit Agreement, as in effect on
the Issue Date.


 


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


 


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


 


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


 


“Initial Notes” means the first
$375,000,000 aggregate principal amount of Notes issued under this Indenture on
the Issue Date.


 


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


 


“Insolvency Event”
means, in respect of any Person: (a) such Person is unable or admits in writing
its inability to pay its debts as they fall due, suspends, or threatens to suspend,
making payments on all or any class of its debts or, by reason of actual
financial difficulties, commences negotiations with one or more classes of its
creditors (other than the Senior Finance Parties, the noteholders or the
Principals) with a view to rescheduling any of its Indebtedness; or (b) a
moratorium is declared in respect of any Indebtedness of such Person; or (c)
any corporate action, legal proceedings or other procedure or step is taken in
relation to: (i) the suspension of payments, a moratorium of any Indebtedness,
winding-up, dissolution, administration or reorganization (by way of voluntary
arrangement, scheme of arrangement or otherwise) of such Person; (ii) a
composition, assignment or arrangement with any creditor of such Person; (iii)
the appointment of a liquidator, receiver, administrator, administrative
receiver, compulsory manager or other similar officer in respect of such Person
or any of its assets; (iv) the enforcement of any security over any assets of
such Person; or (v) any analogous procedure or step is taken in any
jurisdiction; provided, however,
that the foregoing paragraph (c) shall not apply to (x) any legal
proceedings or other procedure which is part of a solvent reorganization
permitted under this Indenture or the Senior Credit Agreement or
(y) proceedings for or presentation of a petition or application for
winding-up, which are frivolous or vexatious and where the


 


12

















 


proceedings are
dismissed, stayed or discharged within 21 days of commencement and in any
event prior to the advertisement of such proceedings.


 


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


 


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


 


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


 


“Issue Date”
means February 3, 2004, the date of original issuance of the Notes.


 


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


 


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


 


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


 


“Leverage Ratio”
of any Person means the ratio of (i) Consolidated Net Indebtedness of such
Person as of the date of calculation (the “Determination
Date”) to (ii) the Consolidated Cash Flow of such Person for
the four full consecutive fiscal quarters on or immediately preceding such
Determination Date for which financial information is available (the “Measurement Period”).


 


For purposes of calculating the Leverage Ratio:


 


(1)                                  acquisitions that have been made by
the specified Person or any of its Restricted Subsidiaries, including through
mergers, consolidations, amalgamations or other business combinations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the
calculation date will be given pro forma effect as if they had occurred on the
first day of the


 


13

















 


Measurement
Period and Consolidated Cash Flow for such reference period will be calculated
on a pro forma basis in accordance with Regulation S-X under the
Securities Act; and


 


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


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell give a security interest in and
any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Recourse Debt”
means Indebtedness (1) as to which neither Inmarsat Group Limited nor any of
its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Indebtedness),
(b) is directly or indirectly liable as a Guarantors or otherwise or
(c) constitutes the lender; (2) no default with respect to which
(including any rights that the holders of the Indebtedness may have to take
enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any other Indebtedness of Inmarsat
Group Limited or any of its Restricted Subsidiaries to declare a default on
such other Indebtedness or cause the payment of the Indebtedness to be
accelerated or payable prior to its Stated


 


14

















 


Maturity; and (3)
as to which the lenders have been notified in writing that they will not have
any recourse to the stock or assets of Inmarsat Group Limited or any of its
Restricted Subsidiaries.


 


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


 


“Note Security
Documents” means the
Share Charge, the Pledge Agreement and any other agreement creating a Lien in
favor of the Trustee and the Holders of the Notes.


 


“Note Security
Trustee” means The Bank of New York or any other security trustee
under the Note Security Documents.


 


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


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


 


“Offering Circular”
means the offering circular dated January 27, 2004 relating to the initial
offering of the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


business that is a
reasonable extension or expansion of, or reasonably related to, the business
described in the preceding clauses (i) and (ii).


 


“Permitted Holders”
means the Principals and Management.


 


“Permitted
Investments” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)                                  Investments represented by Hedging
Obligations;


 


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


 


(9)                                  repurchases of the Notes; and


 


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


 


“Permitted Junior Securities” means (i) equity
securities of the Inmarsat Group Limited and/or any Holding Company of it; and
(ii) debt securities of the Inmarsat Group Limited, the Issuer, any Holding
Company of either of them and/or of the relevant Subsidiary Guarantor that (in
the case of the Subsidiary Guarantors only) are subordinated in right of
payment to all Designated Senior Debt at least to the extent that the
Subsidiary Guarantees are subordinated to such Designated Senior Debt.


 


“Permitted Liens”
means:


 


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


 


16

















 


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


 


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


 


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


 


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


 


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


 


(7)                                  Liens existing on the Issue Date;


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


18

















 


Guarantees, such
Permitted Refinancing Indebtedness has a final Stated Maturity later than the
final Stated Maturity of, and is subordinated in right of payment to, the Notes
and the Guarantees on terms at least as favorable to the Holders of Notes as
those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) such Indebtedness
is incurred either by Inmarsat Group Limited or by the Restricted Subsidiary
who is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.


 


“Permitted
Restriction” means any encumbrance or restriction referred to under
Sections 4.08(b)(1), (2) and (10).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Rating Agencies”
is defined to mean (i) S&P and (ii) Moody’s and (iii) if S&P or Moody’s
or both shall not make a rating of the notes available, a nationally recognized
securities rating agency or agencies, as the case may be, selected by Inmarsat
Group Limited, which shall be substituted for S&P or Moody’s or both, as
the case may be.


 


“Rating Category”
is defined to mean (i) with respect to S&P, any of the following
categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (ii)
with respect to Moody’s any of the following categories: Ba, B, Caa, Ca, C and
D (or equivalent successor


 


19

















 


categories); and
(iii) the equivalent of any such category of S&P or Moody’s used by another
Rating Agency.  In determining whether
the rating of the notes has decreased by one or more gradations, gradations
within Rating Categories (+ and – for S&P; 1, 2 and 3 for Moody’s; or the
equivalent gradations for another Rating Agency) shall be taken into account
but changes in outlook shall not.


 


“Rating Date”
is defined to mean the date which is the earlier of (i) one day immediately
preceding any repayment of the Subordinated Intercompany Shareholder Funding
Loan in accordance with clause (11)(C) of the second paragraph under the
covenant “Restricted Payments,” (ii) the date on which the Rating Agencies are
informed of the intention of Inmarsat Group Holdings Limited to undertake such
repayment or a retirement of the Subordinated Preference Certificates in
accordance with clause (11)(C) of the second paragraph under the covenant
“Restricted Payments” and (iii) the announcement of (A) the intention of
Inmarsat Group Holdings Limited to undertake such repayment or retirement or
(B) the repayment of the Subordinated Intercompany Shareholder Funding Loan, in
each case, in accordance with clause (11)(C) of the second paragraph under the
covenant “Restricted Payments.”


 


“Rating Decline”
is defined to mean the occurrence (at any time during the period commencing on
the Rating Date and ending on the fifth Business Day after repayment of the
Subordinated Intercompany Shareholder Funding Loan in accordance with clause
(11)(C) of the second paragraph under the covenant “Restricted Payments”) of
the rating of the Notes by either Rating Agency being decreased by one or more
gradations (including gradations within Rating Categories as well as between
Rating Categories) from the ratings in effect on the Rating Date.


 


“Registration Rights Agreement” means the
Registration Rights Agreement, dated February 3, 2004, among the Issuer, the
Guarantors and the other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time and, with
respect to any Additional Notes, one or more registration rights agreements
among the Issuer, the Guarantors and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Issuer and the Guarantors to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.


 


“Regular Interest Payment Date” means each
March 1 and September 1, commencing with September 1, 2004.


 


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


 


“Regulation S Global Note” means a Global
Note substantially in the form of Exhibit A hereto bearing the Global
Note Legend, the Dutch Legend and the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 903 of Regulation S


 


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


 


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


 


20

















 


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


 


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


 


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


 


“Restricted Period” means the period
commencing on the Issue Date and ending on March 14, 2004.


 


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


 


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


 


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


 


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


 


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


 


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


 


“SEC” means the Securities and Exchange
Commission.


 


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


 


“Security Trustee”
means Barclays Bank PLC or any other security trustee under the Senior Credit
Agreement.


 


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


 


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


 


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


 


“Senior Declared
Default” has the meaning ascribed to it in the Original Intercreditor
Agreement, as in effect on the Issue Date (applied, however, to any Senior Debt
of the Subsidiary Guarantors).


 


“Senior Finance
Parties” means the “Senior Finance Parties” as defined in the Senior
Credit Agreement or such similar term as used in any other Designated Senior
Debt.


 


21

















 


“Senior Lenders”
means the lenders from time to time under the Senior Credit Agreement.


 


“Senior Security
Documents” means the agreements pursuant to which the Obligations of
Inmarsat Investments Limited and its Subsidiaries to the Senior Finance Parties
under the Senior Credit Agreement are secured over their assets.


 


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


 


“Share Charge”
means the Share Charge Agreement, dated the date of this Indenture, between the
Issuer and the Trustee, comprising the fixed charge over the shares of Inmarsat
Ventures Limited.


 


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


 


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


 


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


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series
of Indebtedness, the date on which the payment of interest or principal was scheduled
to be paid in the documentation governing such Indebtedness as of the Issue
Date, and will not include any contingent obligations to repay, redeem or
repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.


 


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


 


“Subordinated
Intercompany Shareholder Funding Loan” means (i) Indebtedness
of Inmarsat Group Limited outstanding on the Issue Date under the Loan
Agreement dated December 30, 2003 between Inmarsat Group Limited and
Inmarsat Group Limited and (ii) any other Indebtedness of Inmarsat Group
Limited owing to Inmarsat Holdings Limited, Inmarsat Group Holdings Limited or
any other Holdco of Inmarsat Group Limited on substantially the same terms as
the Indebtedness referred to in clause (i) and arising from a loan of the
proceeds by either Inmarsat Holdings Limited, Inmarsat Group Holdings Limited
or such other Holdco of Inmarsat Group Limited of Indebtedness or Equity
Interests issued by it (A) with terms that are substantially identical to
the Subordinated Preference Certificates, (B) that is or are contractually
subordinated in right of payment to all Indebtedness of the issuer
substantially to the same extent as the Subordinated Preference Certificates
and (C) the holders of which are comprised of Permitted Holders who become
parties to the Intercreditor Agreement (in each case, on the same terms as are
applicable to the Subordinated Preference Certificates and the holders
thereof).


 


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


 


22

















 


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


 


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


 


“Subsidiary
Guarantor” means each of:


 


(1)                                  Inmarsat
Investments Limited, Inmarsat Ventures Limited, Inmarsat Ltd (UK),
Inmarsat Leasing (Two) Ltd and Inmarsat Launch Company Limited; and


 


(2)                                  any
other subsidiary of Inmarsat Group Limited that executes a Subsidiary Guarantee
in accordance with Section 4.19;


 


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


 


“Transactions” means (i) the Acquisition,
(ii) the initial borrowing under the Senior Credit Agreement,
(iii) the borrowing under the Bridge Facility Agreement, (iii) the
issuance by Inmarsat Holdings Limited of the Subordinated Preference
Certificates, (iv) the making of intercompany loans from Holdcos of
Inmarsat Group Limited directly or indirectly to Inmarsat Group Limited
(including the Subordinated Intercompany Shareholder Funding Loan),
(v) the offering of the Notes, (vi) the making of the Subordinated
Intercompany Note Proceeds Loan to Inmarsat Investments Limited, (vii) the
execution of the Notes Security Documents, (viii) the execution of the
registration rights agreement, and (ix) the payment of costs, fees and
expenses, in each case, related thereto.


 


“Treasury Rate”
means, as of any redemption date, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled
and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available at least two Business Days
prior to the redemption date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly
equal to the period from the redemption date to March 1, 2008; provided, however that if the period from
the redemption date to March 1, 2008 is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used.


 


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


 


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


 


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


 


“Unrestricted
Subsidiary” means any Subsidiary of Inmarsat Group Limited that is
designated by the Board of Directors of Inmarsat Group Limited as an
Unrestricted Subsidiary in accordance with Section 4.20 pursuant to a Board
Resolution, but only to the extent that such Subsidiary (i) has no


 


23

















 


Indebtedness other
than Non-Recourse Debt; and (ii) is a Person with respect to which neither
Inmarsat Group Limited nor any of its Restricted Subsidiaries has any direct or
indirect obligation (a) to subscribe for additional Equity Interests or
(b) to maintain or preserve such Person’s financial condition or to cause
such Person to achieve any specified levels of operating results.


 


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


 


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


 


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


 


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


 


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


 


Section 1.02                                Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Additional Amounts”

  	
   

  	
  4.22

  
	
  “Affiliate Transaction”

  	
   

  	
  4.11

  
	
  “Asset Sale Offer”

  	
   

  	
  3.09

  
	
  “Authentication Order”

  	
   

  	
  2.02

  
	
  “Change of Control Offer”

  	
   

  	
  4.15

  
	
  “Change of Control Payment”

  	
   

  	
  4.15

  
	
  “Change of Control Payment Date”

  	
   

  	
  4.15

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  
	
   

  	
   

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Excess Proceeds”

  	
   

  	
  4.10

  
	
  “High Yield Notes
  Stop Notice”

  	
   

  	
  11.02

  
	
  “incur”

  	
   

  	
  4.09

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  
	
  “Offer Amount”

  	
   

  	
  3.09

  
	
  “Offer Period”

  	
   

  	
  3.09

  
	
  “Paying Agency Agreement”

  	
   

  	
  4.02

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Permitted Debt”

  	
   

  	
  4.09

  
	
  “Payment Default”

  	
   

  	
  6.01

  
	
  “Purchase Date”

  	
   

  	
  3.09

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Restricted Payments”

  	
   

  	
  4.07

  



 


24

















 


Section 1.03                                Incorporation by Reference of Trust Indenture Act.


 


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


 


“indenture securities” means the Notes;


 


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


 


“indenture to be qualified” means this
Indenture;


 


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


 


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


 


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


 


Section 1.04                                Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


(3)                                  “or” is not exclusive;


 


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


 


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


 


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


 


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


 


ARTICLE 2.

THE NOTES


 


Section 2.01                                Form and Dating.


 


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


 


The terms and provisions contained in the Notes will
constitute, and are hereby expressly made, a part of this Indenture and the
Issuer, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound
thereby.


 


25

















 


However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.


 


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


 


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


 


Notes sold within the United States to QIBs pursuant
to Rule 144A under the Securities Act shall be issued initially in the form of
a 144A Global Note, which shall be deposited with the Custodian and registered in
the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and
authenticated by the Trustee as herein provided.  The aggregate principal amount of the 144A Global Note may from
time to time be increased or decreased by adjustments made on Schedule A
to each such Global Note, as herein provided.


 


Notes offered and sold in reliance on Regulation S
shall be issued initially in the form of a Regulation S Global Note, which
shall be deposited with the Custodian and registered in the name of Cede &
Co., the nominee of DTC, duly executed by the Issuer and authenticated by the
Trustee as herein provided.  The
aggregate principal amount of the Regulation S Global Note may from time to
time be increased or decreased by adjustments made on Schedule A to each
such Global Note, as herein provided.


 


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


 


(e)                                  Definitive Registered
Notes.


 


Definitive Registered Notes issued upon transfer of a
Book-Entry Interest or a Definitive Registered Note, or in exchange for a
Book-Entry Interest or a Definitive Registered Note, shall be issued in
accordance with this Indenture.  Notes
issued in definitive form will be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the
“Schedule of Exchanges of Interests in the Global Note” attached thereto).


 


Section 2.02                                Execution and Authentication.


 


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


 


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


 


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


 


The Trustee shall authenticate the Notes upon receipt
of a written order of the Issuer signed by at least one Officer directing the
Trustee to authenticate the Notes and certifying that all conditions


 


26

















 


precedent to the
issuance of the Notes contained herein have been complied with (an “Authentication
Order”).  The Trustee shall
authenticate Additional Notes upon receipt of an Authentication Order relating
thereto.


 


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


 


Section 2.03                                Registrar and Paying Agent.


 


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


 


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


 


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


 


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


 


The Issuer initially appoints the Trustee to act as
Custodian with respect to the Global Notes.


 


Section 2.04                                Paying Agent to Hold Money in Trust.


 


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


 


27

















 


Section 2.05                                Holder Lists.


 


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


 


Section 2.06                                Transfer and Exchange.


 


(a) 
                            Transfer and Exchange of Global Notes. 
A Global Note may not be transferred except as a whole by a Depositary
to a Custodian or a nominee of such Custodian, by a Custodian or a nominee of
such Custodian to such Depositary or to another nominee or Custodian of such
Depositary, or by such Custodian or Depositary or any such nominee to a
successor Depositary or Custodian or a nominee thereof.


 


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


 


(1)                                  in whole but not in part, if the
Issuer delivers to the Trustee notice from the Depositary that (a) it is
unwilling or unable to continue to act as Depositary or (b) it has ceased to be
a clearing agency registered under the Exchange Act and, in either case, a
successor Depositary is not appointed by the Issuer within 120 days after the
date of such notice from the Depositary; or


 


(2)                                  in whole but not in part, if the
Depositary so requests following an Event of Default; or


 


(3)                                  any Holder notifies the Trustee in
writing that it elects to exchange its interest in a Global Note for Definitive
Registered Notes.


 


Upon the occurrence of any of the preceding events in
(1), (2) or (3) above, Definitive Registered Notes delivered in exchange for any
Global Note or Book-Entry Interest shall be registered in the names, and issued
in any approved denominations, as the Depositary shall instruct the Trustee (in
accordance with its customary procedures).


 


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


 


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


 


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


 


(1)                                  Transfer of Book-Entry Interests in the Same Global Note. 
Book-Entry Interests in any Restricted Global Note may be transferred to
Persons who take delivery


 


28

















 


thereof
in the form of Book-Entry Interests in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement
Legend; provided,
however, that prior to the expiration of the Restricted Period,
Book-Entry Interests in the Regulation S Global Note must be held through
Euroclear or Clearstream.  Book-Entry Interests
in any Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a Book-Entry Interest in an Unrestricted Global
Note.  No written orders or instructions
shall be required to be delivered to the Principal Paying Agent or Registrar to
effect the transfers described in this Section 2.06(b)(1).


 


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


 


(A)                              both:


 


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


 


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


 


(B)                                both:


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


If any such transfer is effected pursuant to
subparagraph (B), (C) or (D) above at a time when an Unrestricted Global Note
has not yet been issued, the Issuer shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or


 


30

















 


more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of Book-Entry Interests transferred pursuant to subparagraph (B), (C) or
(D) above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


31

















 


shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Upon satisfaction of the foregoing conditions, the Principal Paying
Agent or Registrar will cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Issuer will execute and the Trustee will authenticate and deliver to the
Person designated in the instructions a Definitive Registered Note in the
appropriate principal amount.  Any
Definitive Registered Note issued in exchange for a Book-Entry Interest
pursuant to this Section 2.06(c)(2) will be registered by the Registrar in such
name or names and in such authorized denomination or denominations as the
holder of such Book-Entry Interest requests through instructions to the
Principal Paying Agent or Registrar from or through the Depositary and the
Participant or Indirect Participant.


 


32

















 


The
Principal Paying Agent or Registrar will deliver such Definitive Registered
Notes to the Persons in whose names such Notes are so registered.  Any Definitive Registered Note issued in
exchange for a Book-Entry Interest pursuant to this Section 2.06(c)(2) will not
bear the Private Placement Legend.


 


(3)                                  Book-Entry Interests in Unrestricted Global Notes to
Unrestricted Definitive Registered Notes.  If any holder
of a Book-Entry Interest in an Unrestricted Global Note proposes to exchange
such Book-Entry Interest for an Unrestricted Definitive Registered Note or to
transfer such Book-Entry Interest to a Person who takes delivery thereof in the
form of an Unrestricted Definitive Registered Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(2) hereof, the Principal Paying
Agent or Registrar will cause the aggregate principal amount of the applicable
Unrestricted Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Issuer will execute and the Trustee will authenticate and
deliver to the Person designated in the instructions an Unrestricted Definitive
Registered Note in the appropriate principal amount.  Any Unrestricted Definitive Registered Note issued in exchange
for a Book-Entry Interest pursuant to this Section 2.06(c)(3)will be registered
by the Registrar in such name or names and in such authorized denomination or
denominations as the holder of such Book-Entry Interest requests through
instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant. 
The Principal Paying Agent or Registrar will deliver such Definitive
Registered Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Registered
Note issued in exchange for a Book-Entry Interest pursuant to this Section 2.06(c)(3)
will not bear the Private Placement Legend.


 


(d)                                 Transfer and Exchange of Definitive Registered Notes for
Book-Entry Interests in the Global Notes.   In
connection with any transfer or exchange of Definitive Registered Notes, the
requesting Holder must present or surrender to the Registrar the Definitive
Registered Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. 
In addition, the requesting Holder must provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(d).


 


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


 


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


 


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


 


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


 


(D)                               if such Restricted Definitive
Registered Note is being transferred to an Institutional Accredited Investor in
reliance on an exemption from the registration


 


33

















 


requirements of the US Securities Act
other than those listed in subparagraphs (B) and (C) above, a certificate to
the effect set forth in Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3)(c) thereof, if
applicable;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(D)                               the Registrar receives the
following:


 


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


 


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


 


and, in each such case
set forth in this subparagraph (D), if the Principal Paying Agent or Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Principal Paying Agent or Registrar and
the Company to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on


 


34

















 


transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35

















 


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


 


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


 


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


 


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


 


(D)                               the Registrar receives the
following:


 


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


 


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


 


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


 


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


 


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


 


(1)                                  one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the
Book-Entry Interests in the Restricted Global Notes accepted for exchange in
the Exchange Offer by Persons that certify in the applicable Letters of
Transmittal (or the electronic equivalent) that (A) they are not
Broker-Dealers, (B) they are


 


36

















 


not
participating in a distribution of the Exchange Notes and (C) they are not
affiliates (as defined in Rule 144) of the Issuer or any Guarantor; and


 


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


 


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


 


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


 


(1)                                  Private Placement
Legend.


 


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


 


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


 


THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF THE ISSUER AND THE GUARANTORS THAT (A) THIS NOTE MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),
(IV) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE U.S. SECURITIES ACT) THAT, PRIOR TO
SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO


 


37

















 


TRANSFER OF SUCH NOTES
AND, IF SUCH TRANSFER IS IN RESPECT OF LESS THAN $250,000 OF NOTES, AN OPINION
OF COUNSEL, (V) TO INMARSAT INVESTMENTS LIMITED OR ANY SUBSIDIARY OF INMARSAT
INVESTMENTS LIMITED OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE U.S. SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI), IN ACCORDANCE
WITH ANY  APPLICABLE SECURITIES LAWS OF
ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.”


 


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


 


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


 


“THIS GLOBAL NOTE IS HELD
BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE
MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF
THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT TO A CUSTODIAN OR A NOMINEE OF SUCH CUSTODIAN, BY A
CUSTODIAN OR A NOMINEE OF SUCH CUSTODIAN TO A DEPOSITARY OR TO ANOTHER NOMINEE
OR CUSTODIAN OF SUCH DEPOSITARY, OR BY SUCH CUSTODIAN OR DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR CUSTODIAN OR A NOMINEE THEREOF.  ACCORDINGLY, UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE


 


38

















 


REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.”


 


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


 


“THIS NOTE MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED IN OR FROM THE NETHERLANDS, DIRECTLY OR
INDIRECTLY, AS PART OF THEIR INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
AND NEITHER THIS OFFERING CIRCULAR NOR ANY OTHER DOCUMENTS IN RESPECT OF THE
NOTES MAY BE DISTRIBUTED OR CIRCULATED, DIRECTLY OR INDIRECTLY, IN OR FROM THE
NETHERLANDS, OTHER THAN TO INDIVIDUALS OR LEGAL ENTITIES WHICH INCLUDE, BUT ARE
NOT LIMITED TO, BANKS, BROKERS, DEALERS, INSTITUTIONAL INVESTORS AND
UNDERTAKINGS WITH A TREASURY DEPARTMENT, WHO OR WHICH TRADE OR INVEST IN
SECURITIES IN THE CONDUCT OF A BUSINESS OR PROFESSION.”


 


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


 


(i)                                     General Provisions Relating to Transfers and Exchanges.


 


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


 


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


 


(3)                                  The Registrar will not be required
to register the transfer of or exchange of any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part.


 


(4)                                  All Global Notes and Definitive
Registered Notes issued upon any registration of transfer or exchange of Global
Notes or Definitive Registered Notes will be the


 


39

















 


valid
obligations of the Issuer, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Global Notes or Definitive Registered
Notes surrendered upon such registration of transfer or exchange.


 


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


 


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


 


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


 


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


 


(6)                                  Prior to due presentment for the
registration of a transfer of any Note, the Trustee, any Agent and the Issuer
may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the
Trustee, any Agent or the Issuer shall be affected by notice to the contrary.


 


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


 


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


 


Section 2.07                                Replacement Notes.


 


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


 


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


 


Section 2.08                                Outstanding Notes.


 


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


 


40

















 


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


 


If the principal amount of any Note is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it
ceases to accrue.


 


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


 


Section 2.09                                Treasury Notes.


 


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


 


Section 2.10                                Temporary Notes.


 


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


 


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


 


Section 2.11                                Cancellation.


 


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


 


Section 2.12                                Defaulted Interest.


 


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


 


41

















 


Section 2.13                                Further Issues.


 


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


 


(b)                                 Whenever it is proposed to create
and issue any Additional Notes, the Issuer shall give to the Trustee not less
than 14 days’ notice in writing of its intention so to do stating the amount of
Additional Notes proposed to be created and issued.


 


Section 2.14                                CUSIP Number and ISIN Number.


 


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


 


Section 2.15                                Deposit of Moneys.


 


Prior to 10:00 am (London time), on each Regular
Interest Payment Date, the maturity date and each payment date relating to an
Asset Sale Offer or a Change of Control Offer, and on the Business Day
immediately following any acceleration of the Notes pursuant to Section 6.02,
the Issuer shall deposit with the Principal Paying Agent in immediately
available funds money (in U.S. Dollars) sufficient to make cash payments due on
such Regular Interest Payment Date, maturity date, or Business Day, as the case
may be.  Subject to receipt of such
funds by such time, the Principal Paying Agent and each Paying Agent shall
remit such payment in a timely manner to the Holders on such Regular Interest
Payment Date, maturity date or Business Day, as the case may be, to the Persons
and in the manner set forth in paragraph 2 of the Notes.


 


ARTICLE 3.

REDEMPTION AND PREPAYMENT


 


Section 3.01                                Notices to Trustee.


 


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


 


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


 


(2)                                  the redemption date;


 


(3)                                  the principal amount of Notes to be
redeemed; and


 


(4)                                  the redemption price.


 


42

















 


Section 3.02                                Selection of Notes to Be Redeemed or Purchased.


 


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


 


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


 


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


 


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


 


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


 


Section 3.03                                Notice of Redemption.


 


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


 


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


 


(1)                                  the redemption date;


 


(2)                                  the redemption price;


 


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


 


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


 


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


 


43

















 


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


 


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


 


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


 


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


 


Section 3.04                                Effect of Notice of Redemption.


 


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


 


Section 3.05                                Deposit of Redemption or Purchase Price.


 


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


 


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


 


Section 3.06                                Notes Redeemed or Purchased in Part.


 


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


 


44

















 


Section 3.07                                Optional Redemption.


 


(a)                                  At any time prior to March 1, 2007,
the Issuer may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of
107.625% of the principal amount, plus accrued and unpaid interest, Additional
Amounts and Additional Interest, if any, to the redemption date, with the net
cash proceeds of one or more Public Equity Offerings received by the Parent
Guarantor or a Restricted Subsidiary of the Parent Guarantor; provided that:


 


(1)                                  at least 65% of the aggregate
principal amount of Notes originally issued under this Indenture (excluding
Notes held by Inmarsat Group Limited and its Affiliates) remains outstanding
immediately after the occurrence of such redemption; and


 


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


 


(b)                                 At any time prior to March 1, 2008,
the Issuer may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days notice mailed by first-class mail to each Holder’s registered
address, at a redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium (calculated as of a date no more than
three Business Days prior to the relevant redemption notice) as of, and accrued
and unpaid interest, Additional Amounts and Additional Interest, if any, to the
redemption date, subject to the rights of Holders on the relevant record date
to receive interest due on the relevant Regular Interest Payment Date.


 


(c)                                  On or after March 1, 2008, the
Issuer may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest, Additional
Amounts and Additional Interest, if any, thereon, to the applicable redemption
date, if redeemed during the twelve-month period beginning on March 1 of the
years indicated below, subject to the rights of Holders on the relevant record
date to receive interest on the relevant Regular Interest Payment Date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2008

  	
   

  	
  103.813

  	
  %

  
	
  2009

  	
   

  	
  102.542

  	
  %

  
	
  2010

  	
   

  	
  101.271

  	
  %

  
	
  2011 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


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


 


Section 3.08                                Mandatory Redemption.


 


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


 


Section 3.09                                Offer to Purchase by Application of Excess Proceeds.


 


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


 


Any Asset Sale Offer shall be made to all Holders and
all holders of other Indebtedness that is pari passu with the Notes (or has been
issued by a Finance Subsidiary of Inmarsat Group Limited and guaranteed by at
least Inmarsat Group Limited and the other Guarantors on a pari passu basis) containing provisions
similar to those set forth in this clause 3.09 and clause 4.10 hereof.  The Asset Sale Offer will remain open for a
period of at least 20 Business Days following its commencement


 


45

















 


and not more than
30 Business Days, except to the extent that a longer period is required by
applicable law (the “Offer Period”).  No later than three Business Days after the termination of the
Offer Period (the “Purchase Date”), the Issuer will apply all
Excess Proceeds (the “Offer Amount”) to the purchase of
Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less
than the Offer Amount has been tendered, all Notes and other Indebtedness
tendered in response to the Asset Sale Offer. 
Payment for any Notes so purchased will be made in the same manner as
interest payments are made.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


46

















 


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


 


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


 


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


 


Section 3.10                                Redemption for Changes in Withholding Taxes


 


(a)                                  The Issuer may, at its option,
redeem all (but not less than all) of the Notes then outstanding at a
redemption price of 100% of the principal amount thereof, plus accrued and
unpaid interest to the date of redemption, if the Issuer has become, or would
become, after taking reasonable measures, if any, available to it to avoid it,
obliged to pay, on the next date on which any amount would be payable with
respect to the Notes, any Additional Amounts as a result of any change in laws
or treaties (including any regulations promulgated thereunder) or in any
interpretation, administration or application regarding such laws, treaties or
regulations, if such change is announced and becomes effective on or after the
Issue Date.  Notice of any such
redemption must be given within 60 days of the effectiveness of any such
change.


 


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


 


ARTICLE 4.

COVENANTS


 


Section 4.01                                Payment of Notes.


 


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


 


47

















 


The Issuer will pay all Additional Interest, if any,
in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement and the Notes.


 


Principal of, interest and premium, Additional Amounts
and Additional Interest, if any, on Global Notes will be payable at the
corporate trust office or agency of the Principal Paying Agent maintained in
the Borough of Manhattan, New York, New York for such purposes.  All payments on the Global Notes will be
made by transfer of immediately available funds to an account of the Holder of
the Global Notes in accordance with instructions given by that Holder.


 


Principal of, interest and premium, Additional
Amounts, if any, and Additional Interest, if any, on any Definitive Registered
Notes will be payable at the corporate trust office or agency of any Paying
Agent in any location required to be maintained for such purposes pursuant to
Section 2.03 hereof.  In addition,
interest and Additional Interest on Definitive Registered Notes may be paid by
check mailed to the person entitled thereto as shown on the Register for such
Definitive Registered Notes.


 


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


 


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


 


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


 


Section 4.03                                Reports.


 


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


 


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


 


(2)                                  within 60 days after the end of each
of the first three financial quarters of each financial year (or such shorter
period as the U.S. SEC may in the future prescribe), reports on Form 6-K (or
any successor form) setting forth (i) unaudited consolidated financial
statements of Inmarsat Group Limited, prepared in accordance with GAAP,
covering the period commencing with the first day following Inmarsat Group
Limited’s most recently completed financial year to the last day of such
financial quarter, together with the comparable period in the preceding
financial year, in each case, together with a reconciliation to U.S. GAAP of
total revenue, EBITDA, net income (loss), total equity and such other items as
are required by Form 20-F and (ii) an “Operating Review and Financial
Prospects” covering the periods referred to in clause (i) above, in the form
specified by Item 5 of Form 20-F and otherwise in substantially the form of the
“Operating and Financial Review and Prospects” section included the Offering
Circular;


 


48

















 


provided, however, that (A) Inmarsat Group Limited
shall have no obligation to file such reports with, or to furnish such reports
to, the SEC (but shall nevertheless provide them to the Trustee and to Holders
of the Notes) prior to the first date on which the Exchange Offer Registration
Statement or the shelf registration statement referred to in the Registration
Rights Agreement is declared effective by the SEC and (B) in respect of the
information required by clause (1) above, such requirement will be satisfied if
the required information is contained in an Exchange Offer Registration
Statement filed with the SEC (if so filed within 150 days after December 31,
2003).


 


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


 


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


 


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


 


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


 


Section 4.04                                Compliance Certificate.


 


(a)                                  The Issuer and each Guarantor (to
the extent that such Guarantor is so required under the TIA) shall deliver to
the Trustee, within 90 days after the end of each financial year, an Officers’
Certificate stating that a review of the activities of the Issuer and its
Subsidiaries during the preceding financial year has been made under the
supervision of the signing Officers with a view to determining whether the
Issuer and the Guarantors have kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Issuer
and the Guarantors have kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default has occurred, describing all such
Defaults or Events of Default of which he or she shall have knowledge and what
action the Issuer is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such


 


49

















 


event
has occurred, a description of the event and what action the Issuer is taking
or proposes to take with respect thereto.


 


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


 


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


 


Section 4.05                                Taxes.


 


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


 


Section 4.06                                Stay, Extension and Usury Laws.


 


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


 


Section 4.07                                Restricted Payments.


 


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


 


(1)                                  declare or pay any dividend or make
any other payment or distribution on account of Inmarsat Group Limited’s or any
of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger, consolidation,
amalgamation or other business combination involving Inmarsat Group Limited or
any of its Restricted Subsidiaries) or to the direct or indirect holders of
Inmarsat Group Limited’s or any of its Restricted Subsidiaries’ Equity
Interests in their capacity as such (other than dividends or distributions
payable in Equity Interests (other than Disqualified Shares) of Inmarsat Group
Limited or to a Guarantor);


 


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


 


50

















 


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


 


(4)                                  make any Restricted Investment; or


 


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


 


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


 


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


 


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


 


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


 


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


 


(B)                                100% of the aggregate net cash
proceeds and Fair Market Value of Marketable Securities received by Inmarsat
Group Limited since the Issue Date as a contribution to its ordinary equity
capital or from the issue or sale of Equity Interests of Inmarsat Group Limited
(other than Disqualified Shares) or from the issue or sale of convertible or
exchangeable Disqualified Shares or convertible or exchangeable debt securities
of Inmarsat Group Limited that have been converted into or exchanged for such
Equity Interests (other than Equity Interests (or Disqualified Shares or debt
securities) sold to a Subsidiary of Inmarsat Group Limited), plus


 


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


 


(D)                               an amount equal to the aggregate net
reduction in Restricted Investments (other than any such Restricted Investment
made pursuant to paragraphs (1) to (11) of the next succeeding paragraph) made
after the Issue Date by Inmarsat


 


51

















 


Group Limited or any Restricted
Subsidiary and resulting from the repurchase, repayment or redemption of such
Restricted Investments for cash, or from cash proceeds realized on the sale of
all or part of such Investment or representing a return of capital (excluding
dividends) with respect thereto; provided,
however, that the foregoing net reduction shall not exceed the
amount (in respect of any Person) of the Restricted Investment previously made
(and treated as a Restricted Payment) by Inmarsat Group Limited or any
Restricted Subsidiary in such Person; plus


 


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


 


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


 


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


 


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


 


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


 


(3)                                  the defeasance, redemption,
repurchase or other acquisition of Indebtedness of Inmarsat Group Limited or
any Restricted Subsidiary that is contractually subordinated to the Notes, any
Guarantee or the Subordinated Intercompany Note Proceeds Loan with the net cash
proceeds from a substantially concurrent incurrence of Permitted Refinancing
Indebtedness;


 


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


 


(5)                                  (A) the repurchase, redemption or
other acquisition or retirement for value of any Equity Interests of Inmarsat
Group Limited or any Holdco of Inmarsat Group Limited or any Restricted
Subsidiary of Inmarsat Group Limited held by any current or former officer,
director or employee of Inmarsat Group Limited or any of its Restricted
Subsidiaries that are


 


52

















 


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


 


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


 


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


 


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


 


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


 


(10)                            Permitted Parent Payments; and


 


(11)                            other Restricted Payments in an
aggregate amount not to exceed $100.0 million since the Issue Date, provided, however, that in respect of any
such Restricted Payment made after the amount of all Restricted Payments made
pursuant to this clause (11) exceeds $10.0 million, (A) no
Default or Event of Default has occurred and is continuing or would occur as a consequence
of such Restricted Payment, (B) the Leverage Ratio of the Parent Guarantor
on the date of such Restricted Payment and after giving effect thereto (and any
related transactions) does not exceed 4.5 to 1, (C) such Restricted
Payment shall be made (following notice to the Rating Agencies) to repay the
Subordinated Intercompany Shareholder Funding Loan (and, thereafter, to
repurchase or otherwise retire an equal amount of Subordinated Preference
Certificates) and (D) there shall not occur a Rating Decline.


 


The amount of all Restricted Payments (other than
cash) will be the Fair Market Value on the date of the Restricted Payment of
the asset(s) or securities proposed to be transferred or issued by Inmarsat
Group Limited or such Restricted Subsidiary, as the case may be, pursuant to
the Restricted


 


53

















 


Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
covenant will be determined in good faith by the Board of Directors whose
resolution with respect thereto will be delivered to the Trustee. The Board of
Directors’ determination must be based upon an opinion or appraisal issued by a
Qualified Expert if the estimated Fair Market Value thereof exceeds $15.0
million.


 


Section 4.08                                Dividend and Other Payment Restrictions Affecting
Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


54

















 


Person,
so acquired; provided that, in
the case of Indebtedness, such Indebtedness was permitted by the terms of this
Indenture to be incurred;


 


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


 


(6)                                  purchase money obligations for
property acquired in the ordinary course of business and Capital Lease
Obligations that impose restrictions on the property purchased or leased of the
nature described in clause (4) of Section 4.08(a);


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.09                                Incurrence of Indebtedness and Issuance of Preference
Shares.


 


(a)                                  Inmarsat Group Limited will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including
Acquired Debt), and Inmarsat Group Limited will not issue any Disqualified
Shares and will not permit any of its Restricted Subsidiaries to issue any
preference shares; provided, however,
that Inmarsat Group Limited may incur Indebtedness (including Acquired Debt) or
issue Disqualified Shares and any Guarantor may incur Indebtedness, if the
Fixed Charge Coverage Ratio for Inmarsat Group Limited’s most recently ended
four full fiscal quarters for which internal financial


 


55

















 


statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Shares are issued would have been
no less than 2.0 to 1, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred or Disqualified Shares had been issued, as the case may be,
at the beginning of such four-quarter period.


 


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


 


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


 


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


 


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


 


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


 


(5)                                  the incurrence by Inmarsat Group
Limited or any of its Restricted Subsidiaries of Indebtedness represented by
Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, incurred for the purpose of financing all or any part of the
purchase price or cost of design, construction, installation or improvement of
property, plant or equipment used in the business of Inmarsat Group Limited or
any of its Restricted Subsidiaries, whether through the direct purchase of
assets or the ordinary shares of any Person owning such assets (including any
Indebtedness deemed to be incurred in connection with such purchase), in an
aggregate principal amount, including all Permitted Refinancing Indebtedness
incurred to refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (5), not to exceed $20.0 million at any
time outstanding;


 


(6)                                  the incurrence by Inmarsat Group
Limited or any of its Restricted Subsidiaries of Permitted Refinancing
Indebtedness in exchange for, or the net proceeds of


 


56

















 


which
are used to refund, refinance, replace, defease or discharge Indebtedness
(other than intercompany Indebtedness (provided that the Subordinated
Intercompany Note Proceeds Loan may be refunded or refinanced to the extent
required in connection with any permitted refinancing of the Notes) that was
permitted by this Indenture to be incurred under Section 4.09(a) or clauses
(3), (4) or (6) of this Section 4.09(b);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(13)                            the incurrence by Inmarsat Group
Limited after the Issue Date of Indebtedness pursuant to any Subordinated
Intercompany Shareholder Funding Loan;


 


57

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


58

















 


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


 


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


 


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


 


Section 4.10                                Asset Sales and Events of Loss.


 


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


 


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


 


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


 


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


 


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


 


(C)                                any shares or assets of the kind
referred to in clauses (3), (4) or (5) of the next paragraph of this Section
4.10.


 


(b)                                 Within 365 days after the receipt of
any Net Proceeds from an Asset Sale and/or any Event of Loss Proceeds required
pursuant to Section 4.21 to be applied as set out in this paragraph, Inmarsat
Group Limited (or the applicable Restricted Subsidiary, as the case may be) may
apply those Net Proceeds and Event of Loss Proceeds, at its option:


 


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


 


(2)                                  to repay Senior Debt and, if the
Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce
commitments with respect thereto;


 


59

















 


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


 


(4)                                  to make a capital expenditure; or


 


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


 


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


 


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


 


(e)                                  Inmarsat Group Limited will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations and stock exchange rules, to the extent those
laws, regulations and rules are applicable in connection with each repurchase
of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of
any securities laws or regulations or securities or investment exchange rules
conflict with Section 3.09 or this Section 4.10, Inmarsat Group Limited will
comply with the applicable laws, regulations and rules and will not be deemed
to have breached its obligations under Section 3.09 or this Section 4.10 by
virtue of such conflict.


 


Section 4.11                                Transactions with Affiliates.


 


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


 


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


 


(2)                                  Inmarsat Group Limited delivers to the
Trustee:


 


60

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(10)                            transactions with distributors,
suppliers or purchasers of goods or services (excluding transactions with Apax
Partners Worldwide LLP, Permira Advisers Limited, funds advised by Apax
Partners Worldwide LLP or Permira Advisers Limited and other Affiliates of Apax
Partners Worldwide LLP or Permira Advisers Limited), in each case, in the
ordinary course of business of Inmarsat Group Limited and its Subsidiaries and
otherwise in compliance with the terms of this Indenture, which are fair and
reasonable to Inmarsat Group


 


61

















 


Limited
or the relevant Restricted Subsidiary or are on terms at least as favorable to
Inmarsat Group Limited or the relevant Restricted Subsidiary as might
reasonably have been obtained at such time from a Person that is not an
Affiliate, in each case, as determined in good faith by a majority of the
disinterested directors of the Board of Directors of Inmarsat Group Limited;
and


 


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


 


Section 4.12                                Liens.


 


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


 


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


 


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


 


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


 


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


 


Any such Lien in favor of the Trustee and the Holders
of the Notes will be automatically and unconditionally released and discharged
concurrently with (i) the unconditional release of the Lien which gave
rise to the Lien in favor of the Trustee and the Holders of the Notes (other
than as a consequence of an enforcement action with respect to the assets
subject to such Lien), (ii)  upon the full and final payment of all
amounts payable by the Issuer, Inmarsat Group Limited and the Guarantors under
the Notes, this Indenture and the Guarantees or (iii) upon legal
defeasance or satisfaction and discharge of the Notes as provided by Sections
8.02 and 12.01.


 


Section 4.13                                Business Activities.


 


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


 


Section 4.14                                Corporate Existence.


 


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


 


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


 


62

















 


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


 


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


 


Section 4.15                                Offer to Repurchase Upon Change of Control.


 


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


 


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


 


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


 


(3)                                  that any Note not tendered will
continue to accrue interest;


 


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


 


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


 


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


 


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


 


The Issuer shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations and
stock exchange rules to the extent those laws, regulations and rules are
applicable in connection with the repurchase of the Notes as a result of a
Change of


 


63

















 


Control.  To the extent that the provisions of any
securities laws or regulations or stock exchange rules conflict with the
provisions of Section 3.09 or this Section 4.15 of this Indenture, the Issuer
shall comply with the applicable laws, regulations and rules, and shall not be
deemed to have breached its obligations under Section 3.09 or this Section 4.15
by virtue of such compliance.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.16                                No Layering of Debt.


 


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


 


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


 


Neither Inmarsat Group Limited nor any Guarantor shall
incur any Indebtedness (in the case of Inmarsat Group Limited) or any Senior
Debt (in the case of the Guarantors), in each case, if any such Indebtedness is
secured by a Lien with respect to any asset and such Lien is subordinated or
junior to any other Lien with respect to such asset.


 


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Section 4.17                                Limitation on Sale and Leaseback Transactions.


 


Inmarsat Group Limited shall not, and shall not permit
any of its Restricted Subsidiaries to, enter into any sale and leaseback
transaction; provided that
Inmarsat Investments Limited or any other Subsidiary Guarantor may enter into a
sale and leaseback transaction if:


 


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


 


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


 


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


 


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


 


Section 4.18                                Payments for Consent.


 


Inmarsat Group Limited shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to
be paid any consideration to or for the benefit of any Holder of Notes for or
as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be paid and is paid to all Holders of the Notes that consent, waive or agree
to amend in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.


 


Section 4.19                                Additional Subsidiary Guarantees.


 


(a) 
                            If:


 


(1)                                  any Restricted Subsidiary of
Inmarsat Group Limited that is a Material Subsidiary guarantees any
Indebtedness of Inmarsat Group Limited or any Guarantor after the Issue Date or


 


(2)                                  any Restricted Subsidiary in
existence on the Issue Date that guarantees the Senior Credit Agreement but is
not a Guarantor on the Issue Date becomes a Material Subsidiary,


 


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


 


65

















 


prohibition precluding the giving of the Guarantee
and, in the case of a financial assistance or similar prohibition, will procure
that the relevant Restricted Subsidiary undertakes all whitewash or similar
procedures which are legally permitted).


 


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


 


(c)                                  In the case of clause (a)(1)
above, if the Indebtedness of Inmarsat Group Limited or the Guarantor giving
rise to the need to guarantee the Notes:


 


(1)                                  ranks pari passu in right of payment to the Guarantees, any
guarantee of such Indebtedness shall rank pari
passu in right of payment to the relevant Guarantee of the Notes; or


 


(2)                                  is contractually subordinated in
right of payment to the Guarantees of the Notes, any guarantee of such
Indebtedness shall be contractually subordinated in right of payment to the
Guarantee of the Notes substantially to the same extent as such Indebtedness is
subordinated in right of payment to the Guarantees.


 


(d)                                 In the case of clause (a)(2)
above, the relevant guarantee shall be subordinated in right of payment to the
guarantee under the Senior Credit Agreement to the same extent as the existing
Guarantees under this Indenture.


 


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


 


Each such Guarantee will mature, will be subordinated
in right of payment and will be released under the circumstances set out in
Article 11.


 


Section 4.20                                Designation of Restricted and Unrestricted Subsidiaries.


 


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


 


Any designation of a Subsidiary of Inmarsat Group
Limited as an Unrestricted Subsidiary will be evidenced to the Trustee by
filing with the Trustee on the effective date of such designation a


 


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


 


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


 


Section 4.21                                Maintenance of Insurance.


 


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


 


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


 


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


 


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


 


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


 


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


 


(2)                                  from 30 days prior to the first
launch of an Inmarsat-4 satellite, launch insurance in respect of three
Inmarsat-4 satellites providing for (A) partial cover of not less than
$100,000,000 in respect of the first loss, (B) net book value cover for
all subsequent losses and (C) coverage for each such satellite through at least
six months following launch; and


 


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


 


67

















 


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


 


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


 


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


 


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


 


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


 


Section 4.22                                Additional Amounts.


 


All payments made by the Issuer and the Guarantors
under or with respect to the Notes and the Guarantees will be made free and
clear of and without withholding or deduction for or on account of any present
or future tax, duty, levy, impost, assessment, or other governmental charge of
whatever nature (including penalties, interest and other liabilities related
thereto) (collectively, “Taxes”)
imposed or levied by or on behalf of any government or political subdivision or
territory or possession of any government or authority or agency or authority
therein or thereof having the power to tax


 


68

















 


(each, a “Taxing Authority”) in any jurisdiction in
which the Issuer or any Guarantor (including their permitted successors and
assigns) is then incorporated, engaged in business or resident for tax purposes
or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) unless the
Issuer or the Guarantor is required to withhold or deduct Taxes by Law or by
the relevant Taxing Authority’s interpretation or administration thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Issuer or the Guarantors (as the case may be) will
pay any stamp, transfer, court or documentary taxes, or any other excise or
property taxes, charges or similar levies which arise from the original
execution, delivery or registration of the Notes, the initial resale thereof by
the initial purchasers and the enforcement of the Notes, the Guarantees or the
Note Security Documents following the occurrence of any Event of Default with
respect to the Notes.


 


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


 


Section 4.23                                Listing


 


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


 


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Section 4.24                                Special Purpose Vehicle Covenants.


 


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


 


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


 


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


 


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


 


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


 


(f)                                    For so long as any Notes are outstanding,
the Issuer shall not (i) change the Stated Maturity of the principal of,
or any installment of interest on, the Subordinated Intercompany Note Proceeds
Loan; (ii) reduce the rate of interest on the Subordinated Intercompany
Note Proceeds Loan; (iii) change the currency for payment of any amount
under the Subordinated Intercompany Note Proceeds Loan; (iv) prepay or
otherwise reduce or permit the prepayment or reduction of the Subordinated
Intercompany Note Proceeds Loan (save to facilitate a corresponding payment of
principal on the Notes); (v) assign or novate the Subordinated
Intercompany Note Proceeds Loan; or (vi) amend, modify or alter the
Subordinated Intercompany Note Proceeds Loan in any manner adverse to the
Holders of the Notes. Notwithstanding the foregoing, the Subordinated
Intercompany Note Proceeds Loan may be prepaid or reduced to facilitate or
otherwise accommodate or reflect a repayment, redemption or repurchase of
outstanding Notes.


 


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


 


ARTICLE 5.


SUCCESSORS


 


Section 5.01                                Merger, Consolidation, or Sale of
Assets.


 


(a)                                  Neither Inmarsat Group Limited nor
Inmarsat Investments Limited may, directly or indirectly (i) merge,
consolidate, amalgamate or otherwise combine with or into another Person
(whether or not Inmarsat Group Limited or Inmarsat Investments Limited (as
applicable) is the surviving corporation); or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or
assets of Inmarsat Group Limited and its Restricted Subsidiaries, taken as a


 


71

















 


whole, or Inmarsat Investments
Limited and its Subsidiaries, taken as a whole, in one or more related
transactions, to another Person; unless:


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 In addition, neither Inmarsat Group
Limited nor Inmarsat Investments Limited may, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other Person.


 


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


 


Section 5.02                                Successor Corporation Substituted.


 


Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the assets of Inmarsat
Group Limited or Inmarsat Investments Limited in a transaction that is subject
to, and that complies with the provisions of, Section 5.01(a) hereof, the
successor corporation formed by such consolidation or into or with which
Inmarsat Group Limited or Inmarsat Investments Limited (as applicable) is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be


 


72

















 


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


 


ARTICLE 6.


DEFAULTS AND REMEDIES


 


Section 6.01                                Events of Default.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(6)                                  a final judgment or final judgments
for the payment of money are entered by a court or courts of competent
jurisdiction against Inmarsat Group Limited or any of its Restricted Subsidiaries,
which judgment or judgments are not paid, discharged or stayed for a


 


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period
of 60 days; provided
that the aggregate amount of all such undischarged judgments exceeds $20.0
million;


 


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


 


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


 


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


 


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


 


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


 


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creditors
generally, or being adjudicated or found bankrupt or insolvent by any competent
court;


 


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


 


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


 


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


 


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


 


Section 6.02                                Acceleration.


 


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


 


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


 


The Holders of a majority
in aggregate principal amount of the then outstanding Notes by written notice
to the Trustee may, on behalf of all of the Holders, rescind an acceleration or
waive any existing Default or Event of Default and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium or
Additional Amounts, if any, and Additional Interest, if any, that has become
due solely because of the acceleration) have been cured or waived.


 


Section 6.03                                Other Remedies.


 


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


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce
any of them in the proceeding.  A delay
or omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or


 


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remedy or constitute a
waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.


 


Section 6.04                                Waiver of Past Defaults.


 


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


 


Section 6.05                                Control by Majority.


 


Holders of a majority in
principal amount of the then outstanding Notes may direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow
any direction that (a) conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes or
that may involve the Trustee in personal liability or (b) would result in a
breach of the Trustee’s obligations under the Intercreditor Agreement.


 


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


 


Section 6.06                                Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Section 6.07                                Rights of Holders of Notes to Receive Payment.


 


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


 


Section 6.08                                Collection Suit by Trustee.


 


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


 


Section 6.09                                Trustee May File Proofs of Claim.


 


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


 


Section 6.10                                Priorities.


 


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


 


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


 


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


 


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


 


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


 


Section 6.11                                Undertaking for Costs.


 


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


 


ARTICLE 7.


TRUSTEE


 


Section 7.01                                Appointment of Trustee


 


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


 


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


 


Section 7.02                                Duties of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.03                                Rights of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)                                 The Trustee will be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders unless such Holders
have


 


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offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.


 


Section 7.04                                Individual Rights of Trustee.


 


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


 


Section 7.05                                Trustee’s Disclaimer.


 


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


 


Section 7.06                                Notice of Defaults.


 


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


 


Section 7.07                                Reports by Trustee to Holders of the Notes.


 


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


 


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


 


Section 7.08                                Compensation and Indemnity.


 


(a)                                  The Issuer will pay to the Trustee
from time to time reasonable compensation for its acceptance of this Indenture,
the Note Security Documents and services hereunder and thereunder.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Issuer will reimburse the Trustee
promptly upon request for all reasonable disbursements,


 


80

















 


advances and expenses incurred or
made by it in addition to the compensation for its services hereunder and under
the Note Security Documents.  Such
expenses will include the reasonable compensation, disbursements and expenses
of the Trustee’s agents and counsel.


 


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


 


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


 


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


 


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


 


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


 


Section 7.09                                Replacement of Trustee.


 


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


 


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


 


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


 


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


 


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


 


(4)                                  the Trustee becomes incapable of
acting.


 


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


 


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


 


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


 


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


 


Section 7.10                                Successor Trustee by Merger, etc.


 


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


 


Section 7.11                                Eligibility; Disqualification.


 


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


 


This Indenture will
always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5) as if this Indenture were required to be qualified under the
TIA.  For purposes of this Indenture,
the Trustee will be deemed to be subject to TIA § 310(b); provided, however that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures
under which other securities of, or certificates of interest or participation
in other securities of, the Issuer are outstanding if the requirements for such
exclusion as set forth in TIA § 310(b)(1) are met.


 


Section 7.12                                Preferential Collection of Claims Against Issuer.


 


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


 


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ARTICLE 8.


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01                                Option to Effect Legal Defeasance or Covenant
Defeasance.


 


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


 


Section 8.02                                Legal Defeasance and Discharge.


 


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


 


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


 


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


 


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


 


(4)                                  Section 4.22 hereof; and


 


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


 


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


 


Section 8.03                                Covenant Defeasance.


 


Upon the Issuer’s
exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuer and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4,17, 4.18,
4.19, 4.20, 4.21 and 4.24(a) to (f) hereof and clause (4) of
Section 5.01(a) hereof with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes will thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes will not
be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes


 


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and Guarantees, the
Issuer and the Guarantors may omit to comply with and will have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and
such Notes and Guarantees will be unaffected thereby.  In addition, upon the Issuer’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(3) through 6.01(5) hereof will not constitute Events of Default.


 


Section 8.04                                Conditions to Legal or Covenant Defeasance.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 an Opinion of Counsel from United
Kingdom counsel addressed to and reasonably acceptable to the Trustee to the
effect that (i) Holders of the Notes will not recognize


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 8.06                                Repayment to Issuer.


 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Issuer, in trust for the
payment of the principal of, premium or Additional Amounts, if any, and
Additional


 


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


 


Section 8.07                                Reinstatement.


 


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


 


ARTICLE 9.


AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01                                Without Consent of Holders of Notes.


 


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


 


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


 


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


 


(3)                                  to provide for the assumption of the
obligations of Inmarsat Group Limited, the Issuer or any Guarantor to the
Holders of the Notes in the case of a merger, consolidation, amalgamation or
other combination, or a sale of all or substantially all of the assets of
Inmarsat Group Limited, the Issuer or such Guarantor;


 


(4)                                  to make any change that would
provide any additional rights or benefits to the Holders of Notes or that does
not adversely affect the legal rights under this Indenture, the Notes, the
Guarantees, the Intercreditor Agreement or the Note Security Documents of any
such Holder;


 


(5)                                  to comply with requirements of the
SEC in order to effect or maintain the qualification of this Indenture under
the TIA;


 


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(6)                                  to conform the text of this
Indenture, the Notes, the Guarantees, the Intercreditor Agreement or the Note
Security Documents to any provision of the “Description of the Notes” or
“Intercreditor Agreement” section of the Offering Circular, to the extent
that such provision in that “Description of the Notes” or “Intercreditor
Agreement” section was intended to be a verbatim recitation of a provision
of this Indenture, the Notes, the Guarantees, the Intercreditor Agreement or
the Note Security Documents;


 


(7)                                  to provide for the issuance of
Additional Notes in accordance with the limitations set forth in this Indenture
as of the date hereof;


 


(8)                                  to provide for the discharge of a
Guarantor or a release of security in accordance with the terms of this
Indenture; or


 


(9)                                  to enter into an Intercreditor Agreement
to (A) subordinate the Subsidiary Guarantee of any Subsidiary Guarantor to
Designated Senior Debt of such Subsidiary Guarantor permitted to be incurred
under this Indenture after the Issue Date on substantially equivalent terms to
those on which the Subsidiary Guarantees are subordinated to Indebtedness under
the Senior Credit Agreement pursuant to the Original Intercreditor Agreement
(as in effect on the Issue Date), (B) to make the charge over the shares
of Inmarsat Ventures Limited created pursuant to the Note Security Documents
junior to the charge in favor of any holder of Designated Senior Debt of
Inmarsat Investments Limited permitted to be incurred under this Indenture
after the Issue Date on substantially equivalent terms (including the same remedy
bars in favor of holders of such Designated Senior Debt) to those on which the
share charge created pursuant to the Note Security Documents is junior to the
charge over such shares in favor of the Senior Finance Parties pursuant to the
Original Intercreditor Agreement (as in effect on the Issue Date), (C) to
subordinate any Subordinated Intercompany Shareholder Funding Loan permitted to
be incurred under this Indenture to the Notes, the Guarantees and the
Subordinated Intercompany Note Proceeds Loan on substantially equivalent terms
(including the same remedy bars in favor of Holders of the Notes and the
Guarantees) to those on which the Subordinated Intercompany Shareholder Funding
Loan is subordinated to Indebtedness under the Notes, the Guarantees and the
Subordinated Intercompany Note Proceeds Loan pursuant to the Original
Intercreditor Agreement (in each case, as in effect on the Issue Date) and/or
(D) to subordinate any Additional Notes, Guarantees relating to Additional
Notes and Note Security Documents relating to Additional Notes subject to
substantially equivalent terms (including the same remedy bar in favor of
holders of Designated Senior Debt) to those relating to the outstanding Notes,
Guarantees and Note Security Documents pursuant to the Original Intercreditor
Agreement (as in effect on the Issue Date), provided,
in the case of clause (A) and (B) that any such Intercreditor Agreement
provides that either (i) the final Stated Maturity of the Designated Senior
Debt that benefits from the subordination of the Subsidiary Guarantees or the
second-ranking share charge pursuant to such Intercreditor Agreement is prior
to the final Stated Maturity of the Notes or (ii) such Intercreditor
Agreement permits payments to be made to the Issuer to fund the repayment of
the Notes at the Stated Maturity thereof.


 


Upon the request of the
Issuer accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon receipt by
the Trustee of the documents described in Section 7.03 hereof, the Trustee
will join with the Issuer and the Guarantors in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture
and the TIA and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee will not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.


 


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Section 9.02                                With Consent of Holders of Notes.


 


Except as provided below
in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend
or supplement this Indenture, the Notes, the Guarantees, the Intercreditor
Agreement, the Subordinated Intercompany Note Proceeds Loan, the Note Security
Documents and Registration Rights Agreement with the consent of the Holders of
at least a majority in principal amount of the Notes (including, without
limitation, Additional Notes, if any) then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium
or Additional Amounts, if any, and Additional Interest, if any, or interest on
the Notes, except a payment default resulting from an acceleration that has
been rescinded) or compliance with any provision of this Indenture, the
Notes,  the Guarantees, the
Intercreditor Agreement, the Subordinated Intercompany Note Proceeds Loan, the
Note Security Documents and the Registration Rights Agreement may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes).


 


Upon the request of the
Issuer accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.03 hereof, the Trustee will join with the Issuer
and the Guarantors in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but will not be obligated to, enter
into such amended or supplemental Indenture.


 


It shall not be necessary
for the consent of the Holders of Notes under this Section 9.02 to approve
the particular form of any proposed amendment or waiver, but it is sufficient
if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Issuer
will mail to the Holders of Notes affected thereby a notice briefly describing
the amendment, supplement or waiver. 
Any failure of the Issuer to mail such notice, or any defect therein,
will not, however, in any way impair or affect the validity of any such amended
or supplemental indenture or waiver. 
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Issuer with any
provision of this Indenture, the Notes, or the Guarantees.  However, without the consent of each Holder
affected, an amendment, supplement or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder):


 


(1)                                  reduce the principal amount of Notes
whose Holders must consent to an amendment, supplement or waiver;


 


(2)                                  reduce the principal of or change
the Stated Maturity of any Note or alter the provisions with respect to the
redemption of the Notes;


 


(3)                                  reduce the rate of or change the
Stated Maturity of any payment of interest or Additional Interest on any Note;


 


(4)                                  waive a Default or Event of Default
in the payment of principal, premium, interest, Additional Amounts, if any, and
Additional Interest, if any, on the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal
amount of the Notes and a waiver of the payment default that resulted from such
acceleration);


 


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(5)                                  make any Note payable in money other
than that stated in the Notes;


 


(6)                                  make any change in the provisions of
this Indenture relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of, premium, interest, Additional
Interest or Additional Amounts on the Notes;


 


(7)                                  waive a redemption payment with
respect to any Note;


 


(8)                                  change the ranking of the Notes, the
Guarantees or the security created pursuant to the Note Security Documents;


 


(9)                                  make any change in the foregoing
amendment and waiver provisions.


 


In addition, any
amendment to, or waiver of, the provisions of this Indenture, the Notes, the
Guarantees, the Subordinated Intercompany Note Proceeds Loan, the Intercreditor
Agreement or the Note Security Documents relating to the release of any
Guarantor from any Obligation under its Guarantee or this Indenture (except in
accordance with this Indenture and the Intercreditor Agreement) or of the
security for the Notes and the Guarantees (except in accordance with this
Indenture and the Intercreditor Agreement), in either case, that adversely
affects the rights of the Holders of the Notes will require the consent of the
Holders of at least 90% in aggregate principal amount of Notes then
outstanding.


 


Section 9.03                                Compliance with Trust Indenture Act.


 


Every amendment or
supplement to this Indenture or the Notes shall be set forth in a amended or
supplemental indenture that would comply with the TIA as then in effect as if
this Indenture were required to be qualified under the TIA.


 


Section 9.04                                Revocation and Effect of Consents.


 


Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Note
is a continuing consent by the Holder of a Note and every subsequent Holder of
a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or
subsequent Holder of a Note may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective. 
An amendment, supplement or waiver becomes effective in accordance with
its terms and thereafter binds every Holder.


 


Section 9.05                                Notation on or Exchange of Notes.


 


The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated.  The Issuer in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.


 


Section 9.06                                Trustee to Sign Amendments, etc.


 


The Trustee will sign any
amended or supplemental indenture authorized pursuant to this Article 9 if
the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. 
The Issuer and the Guarantors may not sign an amended or supplemental
indenture until the respective Board of Directors approves it.  In executing any amended or supplemental
indenture, the Trustee will be entitled to receive and (subject to
Section 7.02 hereof)


 


89

















 


will be fully protected
in relying upon, in addition to the documents required by Section 13.04
hereof, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.


 


ARTICLE 10.


COLLATERAL AND SECURITY


 


Section 10.01                          Security Documents.


 


(a)                                  The due and punctual payment of the
principal, premium, interest, Additional Amounts and Additional Interest, if
any, on the Notes and the Guarantees when and as the same shall be due and
payable, whether on a Regular Interest Payment Date, at maturity, by
acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of, interest, Additional Amounts and Additional Interest (to the
extent permitted by law), if any, on the Notes and the Guarantees and
performance of all other obligations of the Issuer and the Guarantors to the
Holders of Notes and the Trustee under this Indenture, the Notes and the
Guarantees are secured as provided in the Note Security Documents.


 


(b)                                 The security created by the Note
Security Documents is subject to the Intercreditor Agreement.


 


(c)                                  Each Holder of Notes, by its
acceptance thereof, consents and agrees to the terms of the Note Security
Documents and the Intercreditor Agreement as the same may be in effect or may
be amended from time to time in accordance with their terms and this Indenture,
and authorizes and directs the Trustee to enter into the Note Security
Documents and the Intercreditor Agreement and to perform its obligations and
exercise its rights thereunder in accordance herewith and therewith.


 


(d)                                 The Issuer will do or cause to be
done all such acts and things as may be necessary or proper, or as may be
required by the provisions of the Note Security Documents to assure and confirm
to the Trustee that it holds, for the benefit of the Holders, duly created,
enforceable and perfected Liens as contemplated hereby, by the Note Security
Documents or any part thereof, as from time to time constituted, so as to
render the same available for the security and benefit of this Indenture and of
the Notes and Guarantees secured hereby, according to the intent and purposes
herein expressed.  The Issuer and the
Guarantors will each take, and will cause their Subsidiaries to take, upon
request of the Trustee, any and all actions reasonably required to cause the
Note Security Documents to create and maintain, as security for the Obligations
of the Issuer hereunder, a valid and enforceable perfected first priority Lien,
as to the Pledge Agreement, or second priority Lien, as to the Share Charge, in
and on the relevant Pledged Collateral in favor of the Trustee for the benefit
of the Holders of Notes, superior to and prior to the rights of all third
Persons (except, with respect to the Share Charge, the Senior Finance Parties)
and subject to no other Liens than Permitted Liens.


 


Section 10.02                          Release of Collateral.


 


(a)                                  Subject to subsections (b)
through  (f) of this Section 10.02,
Pledged Collateral shall be released from the Lien and the security interest
created by the Note Security Documents in accordance with the provisions of the
Note Security Documents and the Intercreditor Agreement.


 


(b)                                 In addition, subject to subsections
(c) through (f) of this Section 10.02:


 


(1)                                  upon Legal Defeasance or
satisfaction and discharge of the Notes under Section 12.01;


 


(2)                                  subject to Article 5, if (A)
all of the shares of Inmarsat Ventures Limited (or any direct or indirect
Holding Company of it) are sold or otherwise disposed of to a Person that is
not an Affiliate of Inmarsat Group Limited, (B) the sale or other disposition
complies


 


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with,
and the Net Proceeds thereof are applied in compliance with, Section 4.10
and (C) immediately prior to and after giving effect to that transaction, no
Default or Event of Default exists; or


 


(3)                                  if all of the shares of Inmarsat
Ventures Limited (or any direct or indirect Holding Company of it) are sold
pursuant to an Enforcement Action by the Senior Finance Parties (or their
agent), in each case, under the Senior Security Documents and:


 


(a)                                  the proceeds of such sale are in
cash (or substantially all cash);


 


(b)                                 all claims and security interests of
the Senior Finance Parties against the shares of Inmarsat Ventures Limited are
irrevocably and unconditionally released (and not assumed by the relevant
purchaser or any Affiliate (as defined in the Original Intercreditor Agreement)
thereof) concurrently with such sale; and


 


(c)                                  the sale is either made pursuant to
a public auction or is otherwise made for fair market value (taking into
account the circumstances giving rise to the sale) as certified by an independent
internationally recognized investment bank; or


 


(4)                                  if all of the shares of Inmarsat
Investments Limited (or any Holding Company of it) are sold by an administrator
(appointed under the UK Insolvency Act 1986) appointed by the Senior Finance
Parties and:


 


(a)                                  the administrator is appointed to an
entity in relation to which the Holders of the Notes are creditors in respect
of the Notes or any Guarantee;


 


(b)                                 the administrator is an insolvency
practitioner and a partner of Messrs. Ernst & Young, PricewaterhouseCoopers,
Deloitte & Touche or KPMG, whose appointment the Trustee has not objected
to, acting reasonably, under the provisions of the UK Insolvency Act 1986
relating to the selection of a Person or Persons to be an/the administrator;


 


(c)                                  the shares of Inmarsat Investments
Limited or the relevant Holding Company are sold pursuant to an auction or
competitive bid process during which bids were widely solicited from trade and
financial buyers and during which the administrator consulted with an internationally
recognized investment bank in good faith regarding the manner in which to
obtain the best price for such shares, considered the recommendations of such
investment bank and (where the administrator considers it appropriate in good
faith) implemented the applicable recommendations;


 


(d)                                 the proceeds are in cash (or
substantially all in cash); and


 


(e)                                  the claims and security interests of
the Senior Finance Parties against Inmarsat Investments Limited and its
Subsidiaries are irrevocably and unconditionally released (and not assumed by
the relevant purchaser or any Affiliate (as defined in the Original
Intercreditor Agreement) thereof) concurrently with such sale;


 


and, in the case of
clauses (2), (3) and (4) the proceeds are applied an accordance with the
Intercreditor Agreement, then the Trustee shall: (i) in the case of clause (1),
upon such Legal Defeasance or satisfaction and discharge, or (ii) in the case
of clauses (2), (3) and (4), concurrently upon receiving written confirmation
from the Security Trustee that the provisions of such clause have been or will
be complied with, release the Liens on the Inmarsat Ventures Limited Shares
pursuant to this Indenture and the Share Charge, provided that, in the case of clauses (2), (3) and (4), the
Trustee shall not release the Lien over the proceeds of the sale of the asset
sold.


 


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(c)                                  In connection with the foregoing,
the Trustee will execute, deliver and acknowledge any necessary or proper
instruments of termination, satisfaction or release to evidence the release of
any Pledged Collateral permitted to be released pursuant to the foregoing
provisions.


 


(d)                                 No Pledged Collateral may be
released from the Lien and security interest created by the Note Security
Documents pursuant to the provisions of the Note Security Documents unless the
certificates required by Section 10.03 have been delivered to the Trustee.


 


(e)                                  Save as specifically set forth in
the Intercreditor Agreement or pursuant to Sections 10.02(b)(3) or 10.02(b)(4)
hereof, at any time when a Default or Event of Default has occurred and is
continuing, no release of Pledged Collateral pursuant to the provisions of the
Note Security Documents will be effective as against the Holders of Notes.


 


(f)                                    The release of any Pledged
Collateral from the terms of this Indenture and the Note Security Documents
will not be deemed to impair the security under this Indenture in contravention
of the provisions hereof if and to the extent the Pledged Collateral is
released pursuant to the terms of the Note Security Documents and the
Intercreditor Agreement.  The Issuer and
the Guarantors will comply with the provisions of TIA § 314.  To the extent applicable, the Issuer and the
Guarantors will cause TIA § 313(b), relating to reports, and TIA
§ 314(d), relating to the release of property or securities from the Lien
and security interest of the Note Security Documents and relating to the
substitution therefor of any property or securities to be subjected to the Lien
and security interest of the Note Security Documents, to be complied with.  Any certificate or opinion required by TIA
§ 314(d) may be made by an Officer of the Issuer or any Guarantor except
in cases where TIA § 314(d) requires that such certificate or opinion be
made by an independent Person, which Person will be an independent engineer,
appraiser or other expert selected or approved (such approval not to be
unreasonably withheld) by the Trustee.


 


Notwithstanding anything
to the contrary in this paragraph, the Issuer and the Guarantors will not be
required to comply with all or any portion of TIA §314(d) if they determine, in
good faith based on advice of counsel, that under the terms of TIA §314(d)
and/or any interpretation or guidance as to the meaning thereof of the SEC and
its staff, including “no action” letters or exemptive orders, all or any
portion of TIA §314(d) is inapplicable to one or a series of releases of
collateral.


 


Section 10.03                          Certificates of the Issuer.


 


The Issuer will furnish
to the Trustee, prior to each proposed release of Pledged Collateral pursuant
to the Note Security Documents:


 


(1)                                  all documents required by TIA
§314(d); and


 


(2)                                  an Opinion of Counsel, which may be
rendered by internal counsel to the Issuer, to the effect that such
accompanying documents constitute all documents required by TIA §314(d) and, if
applicable, such release complies with the Note Security Documents and the
Intercreditor Agreement.


 


The Trustee may, to the
extent permitted by Sections 7.02 and 7.03 hereof, accept as conclusive
evidence of compliance with the foregoing provisions the appropriate statements
contained in such documents and such Opinion of Counsel.


 


Section 10.04                          Certificates of the Trustee.


 


In the event that the
Issuer wishes to release Pledged Collateral in accordance with the Note
Security Documents and has delivered the certificates and documents required by
the Note Security Documents and Sections 10.02 and 10.03 hereof, the Trustee
will determine whether it has received all documentation required by TIA
§ 314(d) in connection with such release and, based on such


 


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determination and the
Opinion of Counsel delivered pursuant to Section 10.03(2), will deliver a
certificate to the Note Security Trustee setting forth such determination.


 


Section 10.05                          Authorization of Actions to Be Taken by the Trustee
Under the Note Security Documents.


 


(a)                                  Notwithstanding any provision of
this Indenture to the contrary, for so long as required by any Intercreditor
Agreement, the Trustee may only take Enforcement Action under the Share Charge
at the direction of the Holders of Notes representing at least 50.01% in
principal amount of all outstanding Notes, and under the Share Charge and the
Pledge Agreement as otherwise permitted by the Intercreditor Agreement.


 


(b)                                 Subject to the foregoing and to the
provisions of Section 7.02 and 7.03 hereof, the Trustee may, in its sole
discretion and without the consent of the Holders of Notes, take (and direct
the Security Trustee to take) and shall take (at the direction of the Holders)
all actions necessary or appropriate in order to:


 


(1)                                  enforce any of the terms of the Note
Security Documents or the Intercreditor Agreement; and


 


(2)                                  collect and receive any and all amounts
payable in respect of the Obligations of the Issuer or any Guarantor hereunder
or under the Note Security Documents.


 


(c)                                  Subject to the foregoing and to the
Intercreditor Agreement, the Trustee will have power to institute and maintain
such suits and proceedings as it may deem expedient to prevent any impairment
of the Pledged Collateral by any acts that may be unlawful or in violation of
the Note Security Documents, the Intercreditor Agreement or this Indenture, and
such suits and proceedings as the Trustee may deem expedient to preserve or
protect its interests and the interests of the Holders of Notes in the Pledged
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or
order would impair the security interest hereunder or be prejudicial to the
interests of the Holders of Notes or of the Trustee).


 


Section 10.06                          Authorization of Receipt of Funds by the Trustee Under
the Note Security Documents.


 


The Trustee is authorized
to receive any funds for the benefit of the Holders of Notes distributed under
the Note Security Documents or the Intercreditor Agreement, and to make further
distributions of such funds to the Holders of Notes according to the provisions
of this Indenture.


 


Section 10.07                          Termination of security.


 


Upon the full and final
payment and performance of all Obligations of the Issuer and the Guarantors
under this Indenture, the Notes and the Guarantees, the Trustee will release
the Liens pursuant to this Indenture and the Note Security Documents.


 


ARTICLE 11.


GUARANTEES


 


Section 11.01                          Guarantee.


 


(a)                                  Subject to this Article 11,
each of the Guarantors hereby, jointly and severally, unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the
Issuer hereunder or thereunder, that:


 


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(1)                                  the principal of, interest, premium,
and Additional Amounts, if any, and Additional Interest, if any, on the Notes
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, interest,
Additional Amounts, if any, and Additional Interest, if any, (to the extent
permitted by law), on the Notes, and all other Obligations of the Issuer to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and


 


(2)                                  in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.


 


Failing payment when due
of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors will be jointly and severally obligated to pay the same
immediately upon (in the case of the Subsidiary Guarantees) maturity of the
Guarantees in accordance with Section 11.02(b) hereof.  Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.


 


(b)                                 No 
Subsidiary Guarantee will mature (and no amount will become due or
payable thereunder) until:


 


(1)                                  an Event of Default under Sections
6.01(1) or (2) hereof has occurred and is continuing; and


 


(2)                                  either:


 


(a)                                  179 days has elapsed since the date
of such Event of Default; or


 


(b)                                 if earlier, (A) an Insolvency Event
in respect of the relevant Subsidiary Guarantor has occurred, (B) a Senior
Declared Default has occurred and is continuing, or (C) the Senior Finance
Parties have taken any Enforcement Action in respect of any Senior Debt of the
relevant Subsidiary Guarantor.


 


Each Guarantor will
notify the Trustee in writing upon maturity of its Guarantee.


 


(c)                                  The Guarantors hereby agree that
their obligations hereunder are unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.  Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever
and covenant that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.


 


(d)                                 If any Holder or the Trustee is required
by any court or otherwise to return to the Issuer, the Guarantors or any
custodian, trustee, liquidator or other similar official acting in relation to
either the Issuer or the Guarantors, any amount paid by either to the Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, will be
reinstated in full force and effect.


 


(e)                                  Each Guarantor agrees that it will
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.  Each
Guarantor further agrees that, as between the Guarantors, on the


 


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one hand, and the Holders and the
Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (2) in the event of any declaration of acceleration of such obligations as
provided in Article 6 hereof, such obligations (whether or not due and
payable) will forthwith become due and payable by the Guarantors for the
purpose of this Guarantee.  The
Guarantors will have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Guarantee.


 


Section 11.02                          Subordination of Subsidiary Guarantees.


 


(a)                                  Each Subsidiary Guarantor agrees,
and each Holder by accepting a Note agrees, that the Indebtedness evidenced by
each Subsidiary Guarantee is subordinated in right of payment, to the extent
and in the manner provided in this Article 11.02, to the prior payment in
full of all Senior Debt of such Subsidiary Guarantor (whether outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed), and
that the subordination is for the benefit of the holders of Senior Debt.


 


(b)                                 If:


 


(1)                                  any order is made or resolution
passed for the suspension of payments, a moratorium of any indebtedness,
winding-up, dissolution, administration or reorganization (by way of voluntary
arrangement, scheme of arrangement or otherwise) or any obligor under the
Senior Credit Agreement, the Notes or the Guarantees;


 


(2)                                  any such obligor enters into any
composition, assignment or arrangement with its creditors generally;


 


(3)                                  any liquidator, receiver,
administrator, administrative receiver, compulsory manager or other similar
officer is appointed in respect of any obligor or any of its assets; or


 


(4)                                  or any analogous event occurs in any
jurisdiction,


 


then, clause (c) below
shall apply.


 


(c)                                  Upon the occurrence of any of the
events specified in Section 11.02(b) hereof, until all Senior Debt of the
relevant Subsidiary Guarantor is paid in full in cash, each Holder of the Notes
shall:


 


(1)                                  hold all payments and distributions
in cash or in kind received or receivable by it in respect of the relevant
Subsidiary Guarantee in trust for the holders of Senior Debt of such Subsidiary
Guarantor;


 


(2)                                  on demand by the holder of such
Senior Debt or their agent, pay an amount equal to such Subsidiary Guarantee
owing to them and discharged, by set-off or otherwise, to the holders of such Senior
Debt or their agent;


 


(3)                                  promptly direct any trustee in
bankruptcy, liquidator, assignee or other person distributing the assets of the
relevant Subsidiary Guarantor or their proceeds to pay distributions in respect
of such Subsidiary Guarantee directly to the holders of such Senior Debt of
such Subsidiary Guarantor or their agent; and


 


(4)                                  promptly use their reasonable
endeavors to undertake any actions requested by the holders of Designated
Senior Debt of such Subsidiary Guarantor to give effect to this clause (c);


 


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provided,
however, that holders of the Notes shall be entitled to
receive and retain Permitted Junior Securities.


 


(d)                                 Until repayment in full in cash of
all Senior Debt of a Subsidiary Guarantor, such Subsidiary Guarantor will not:


 


(1)                                  pay any amount on or in respect of,
or make any distribution in respect of, its Subsidiary Guarantee, in cash or in
kind or apply any money or property in or towards discharge of its Subsidiary
Guarantee, except in accordance with Section 11.02(f) hereof; or


 


(2)                                  exercise any set-off against its
Subsidiary Guarantee, except in accordance with Section 11.02(f) hereof.


 


(e)                                  Until repayment in full in cash of
all Senior Debt of a Subsidiary Guarantor, no holder of the Notes shall:


 


(1)                                  receive any payment from such
Subsidiary Guarantor of any amount on or in respect of, or any distribution
from such Subsidiary Guarantor in respect of, its Subsidiary Guarantee, in cash
or in kind, or apply any money or property in or towards discharge of such
Subsidiary Guarantee, except in accordance with Section 11.02(f) hereof;
or


 


(2)                                  exercise any set-off against any
Subsidiary Guarantee, except in accordance with Section 11.02(f) below.


 


(f)                                    Notwithstanding the provisions of
Section 11.02(d) and 11.02(e) hereof, a Subsidiary Guarantor may pay and a
holder of the Notes may receive:


 


(1)                                  Permitted Junior Securities in
respect of the Subsidiary Guarantees; and


 


(2)                                  subject to the provisions of
Section 11.02(g) hereof, payments on the Subsidiary Guarantees in respect
of any interest, fees, expenses or other amounts (including reasonable legal
fees) and taxes in respect of the Subsidiary Guarantees.


 


(g)                                 The payments described in
Section 11.02(f)(2) hereof shall be suspended if:


 


(1)                                  a payment event of default under any
Senior Debt of the relevant Subsidiary Guarantor occurs (until such event of
default has been waived or remedied); or


 


(2)                                  any other event of default under any
Designated Senior Debt of the relevant Subsidiary Guarantor has occurred and
the agent with respect thereto has served a notice of such non-payment default
(a “High Yield Notes Stop Notice”)
to the Trustee and the Issuer, until the earliest of:


 


(a)                                  179 days after the High Yield Notes
Stop Notice was served on the Issuer and the Trustee by such agent;


 


(b)                                 if a Funding Loan Standstill Period
is in effect in accordance with the provisions of the Intercreditor Agreement
after the default giving rise to the High Yield Notes Stop Notice, the date on
which that standstill period expires;


 


(c)                                  the date on which such event of
default has been waived or remedied;


 


(d)                                 the date on which the agent under
such Designated Senor Debt delivers notice to the Issuer and the Trustee
canceling the High Yield Notes Stop Notice; and


 


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(e)                                  the date of repayment in full of all
obligations under such Designated Senior Debt.


 


(h)                                 For the purposes of
Section 11.02(g)(2), the agent under Designated Senior Debt referred to
therein must deliver a High Yield Notes Stop Notice within 180 days following
the default specified therein.  In
addition, no new High Yield Notes Stop Notice may be delivered by the holders
of Designated Senior Debt unless and until 360 days have elapsed since the delivery
of the immediately prior High Yield Notes Stop Notice and the agent under
Designated Senior Debt may only serve one High Yield Notes Stop Notice with
respect to the same event or set of circumstances.


 


(i)                                     If the Trustee or any Holder of the
Notes receives a payment in respect of any Subsidiary Guarantee in violation of
the foregoing then, the Trustee or the Holder of the Notes, as the case may be,
shall:


 


(1)                                  within three Business Days, notify
details of the receipt or recovery to the agent for the holders of Senior Debt;


 


(2)                                  hold any such assets and moneys
received or recovered for it on trust for the holders of Senior Debt; and


 


(3)                                  within three Business Days of demand
by the agent for the holders of Senior Debt, pay an amount equal to such
receipt or recovery to such agent.


 


(j)                                     With respect to the holders of
Senior Debt, the Trustee undertakes to perform only those obligations on the
part of the Trustee as are specifically set forth in this Article 11, and
no implied covenants or obligations with respect to the holders of Senior Debt
will be read into this Indenture against the Trustee.  The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or any Guarantor or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 11, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.


 


(k)                                  After all Senior Debt is paid in
full and until the Notes are paid in full, Holders of Notes will be subrogated
(equally and ratably with all other Indebtedness pari passu with the Notes)
to the rights of holders of Senior Debt to receive distributions applicable to
Senior Debt to the extent that distributions otherwise payable to the Holders
of Notes have been applied to the payment of Senior Debt.  A distribution made under this Article 11
to holders of Senior Debt that otherwise would have been made to Holders of
Notes is not, as between the Guarantors and Holders, a payment by the
Guarantors on the Notes.


 


(l)                                     This Article 11 defines the
relative rights of Holders of Notes and holders of Senior Debt.  Nothing in this Indenture will:


 


(1)                                  impair, as between the Guarantors
and Holders of Notes, the obligation of the Guarantors, which is absolute and
unconditional, to pay principal, premium, interest, Additional Amounts and
Additional Interest on the Notes in accordance with their terms;


 


(2)                                  affect the relative rights of
Holders of Notes and creditors of the Guarantors other than their rights in
relation to holders of Senior Debt; or


 


(3)                                  prevent the Trustee or any Holder of
Notes from exercising its available remedies upon a Default or Event of
Default, subject to the rights of holders and owners of Senior Debt to receive
distributions and payments otherwise payable to Holders of Notes and subject to
restrictions contained in any Intercreditor Agreement.


 


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If the Guarantors fail
because of this Article 11 to pay principal of, premium, interest,
Additional Amounts or Additional Interest on a Note on the due date, the
failure is still a Default or Event of Default.


 


(m)                               Each Holder of Notes, by the
Holder’s acceptance thereof, authorizes and directs the Trustee on such
Holder’s behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 11, and appoints
the Trustee to act as such Holder’s attorney-in-fact for any and all such
purposes.  If the Trustee does not file
a proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration
of the time to file such claim, the holders of Senior Debt are hereby
authorized to file an appropriate claim for and on behalf of the Holders of the
Notes.


 


(n)                                 In addition to the foregoing, the
Subsidiary Guarantees are subject to the Intercreditor Agreement and each
Holder of Notes, by its acceptance thereof, consents and agrees to the terms of
the Intercreditor Agreement as the same may be in effect or may be amended from
time to time in accordance with this Indenture.  Each Holder, by its acceptance of a Note, directs the Trustee to
enter into the Intercreditor Agreement and to perform its obligations and
exercise its rights thereunder in accordance therewith.


 


Section 11.03                          Limitation on Guarantor Liability.


 


Each Guarantor, and by
its acceptance of Notes, each Holder, hereby confirms that it is the intention
of all such parties that the Guarantee of such Guarantor not constitute a
fraudulent transfer, a fraudulent conveyance or a transaction at under value
for purposes of Bankruptcy Law or any similar law to the extent applicable to
any Guarantee.  To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of such Guarantor will be limited to the
maximum amount that will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of such Guarantor that are relevant
under such laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its
Guarantee not constituting a fraudulent transfer, fraudulent conveyance or
transaction at under value.  In
addition, the Board of Directors of the Issuer and each Guarantor is satisfied,
after due and careful consideration of the terms of the Guarantees, that the
giving of the Guarantees by the Guarantors is for the purposes and to the
benefit of the Issuer and each Guarantor.


 


Section 11.04                          Execution and Delivery of Guarantee.


 


To evidence its Guarantee
set forth in Section 11.01 hereof, each Guarantor hereby agrees that a
notation of such Guarantee substantially in the form attached as Exhibit E
hereto will be endorsed by an Officer of such Guarantor on each Note
authenticated and delivered by the Trustee and that this Indenture will be
executed on behalf of such Guarantor by one of its Officers.


 


Each Guarantor hereby
agrees that its Guarantee set forth in Section 11.01 hereof will remain in
full force and effect notwithstanding any failure to endorse on each Note a
notation of such Guarantee.


 


If an Officer whose
signature is on this Indenture or on the Guarantee no longer holds that office
at the time the Trustee authenticates the Note on which a Guarantee is
endorsed, the Guarantee will be valid nevertheless.


 


The delivery of any Note
by the Trustee, after the authentication thereof hereunder, will constitute due
delivery of the Guarantee set forth in this Indenture on behalf of the
Guarantors.


 


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In the event that the
Issuer, Inmarsat Group Limited or any of their Restricted Subsidiaries creates
or acquires any new Restricted Subsidiaries after the date of this Indenture,
if required by Section 4.19 hereof, the Issuer will cause such Restricted
Subsidiary to comply with the provisions of Section 4.19 hereof and this
Article 11, to the extent applicable.


 


Section 11.05                          Guarantors May Consolidate, etc., on Certain Terms.


 


Without prejudice to
Section 11.06, neither Inmarsat Group Limited nor Inmarsat Investments
Limited may sell or otherwise dispose of all or substantially all of its assets
to, or consolidate, merge, amalgamate or otherwise combine with or into (whether
or not Inmarsat Group Limited or Inmarsat Investments Limited (as applicable)
is the surviving person), any person unless they comply with Section 5.01.


 


Without prejudice to
Section 11.06, no Subsidiary Guarantor (other than Inmarsat Investments
Limited) may sell or otherwise dispose of all or substantially all of its
assets to, or consolidate, merge, amalgamate or otherwise combine with or into
(whether or not such Subsidiary Guarantor is the surviving Person) another
Person, unless:


 


(1)                                  immediately prior to and after
giving effect to that transaction, no Default or Event of Default exists; and


 


(2)                                  either:


 


(a)                                  the Person acquiring the property in
any such sale or disposition or the Person formed by or surviving any such
consolidation or merger assumes all the obligations of that Guarantor, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to
the Trustee, under this Indenture, its Guarantee, the Registration Rights
Agreement, the Intercreditor Agreement and the Note Security Documents; or


 


(b)                                 such sale is undertaken in
accordance with, and the Net Proceeds of such sale or other disposition are
applied in accordance with, the applicable provisions of this Indenture,
including without limitation, Section 4.10 hereof.


 


In case of any such sale,
consolidation or merger, and the upon compliance with clause (2) of the second
paragraph of this Section 11.05, such successor Person will succeed to and
be substituted for the relevant Subsidiary Guarantor with the same effect as if
it had been named herein as a Guarantor. 
Such successor Person thereupon may cause to be signed any or all of the
Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee.  All the Guarantees so issued
will in all respects have the same legal rank and benefit under this Indenture
as the Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Guarantees had been issued at the
date of the execution hereof.


 


Except as set forth in
Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing
contained in this Indenture or in any of the Notes will prevent any
consolidation or merger of a Guarantor with or into the Issuer or another
Guarantor, or will prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Issuer or
another Guarantor.


 


Section 11.06                          Releases.


 


The Guarantees of
Inmarsat Group Limited and of Inmarsat Investments Limited will be released
upon the full and final payment and performance of all Obligations under this
Indenture and the Notes.


 


99

















 


The Subsidiary Guarantee
of a Subsidiary Guarantor (other than Inmarsat Investments Limited) shall be
released:


 


(1)                                  if the Issuer designates such
Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with
Section 4.20;


 


(2)                                  upon Legal Defeasance or
satisfaction and discharge of the Notes under Section 12.01;


 


(3)                                  subject to Article 5, if (A)
all shares of the relevant Subsidiary Guarantor (or any direct or indirect
Holding Company) are sold or otherwise disposed of to a Person that is not an
Affiliate of Inmarsat Group Limited, (B) such sale or other disposition
referred to in clause (A) complies with, and the Net Proceeds thereof are
applied in compliance with, Section 4.10 and (C) immediately prior to and
after giving effect to that transaction, no Default or Event of Default exists;


 


(4)                                  if all shares of the relevant
Subsidiary Guarantor (or any direct or indirect Holding Company) are sold by
the Senior Finance Parties (or their agent) pursuant to an Enforcement Action
under the Senior Security Documents and:


 


(a)                                  the proceeds of such sale are in
cash (or substantially all cash);


 


(b)                                 all claims and security interests of
the Senior Finance Parties against the relevant Subsidiary Guarantor are
irrevocably and unconditionally released (and not assumed by the relevant
purchaser or any Affiliate (as defined in the Original Intercreditor Agreement)
thereof) concurrently with such sale); and


 


(c)                                  the sale is either made pursuant to
a public auction or is otherwise made for fair market value (taking into
account the circumstances giving rise to the sale) as certified by an
independent internationally recognized investment bank;


 


(5)                                  if all of the shares of the relevant
Subsidiary Guarantor (or any Holding Company of such Subsidiary Guarantor) are
sold by an administrator (appointed under the UK Insolvency Act 1986) by any
Senior Finance Party and:


 


(a)                                  the administrator is appointed to an
entity in relation to which the Holders of the Notes are creditors in respect
of the Notes or a guarantee thereof;


 


(b)                                 the administrator is an insolvency
practitioner and a partner of Messrs. Ernst & Young,
PricewaterhouseCoopers, Deloitte & Touche or KPMG, whose appointment the
trustee has not objected to, acting reasonably, under the provisions of the UK
Insolvency Act 1986 relating to the selection of a person or persons to be
an/the administrator;


 


(c)                                  the shares of the relevant
Subsidiary Guarantor or Holding Company are sold pursuant to an auction or
competitive bid process during which bids were widely solicited from trade and
financial buyers and during which the administrator consulted with an
internationally recognized investment bank in good faith regarding the manner
in which to obtain the best price for such shares, considered the
recommendations of such investment bank and (where the administrator considers
it appropriate in good faith) implemented the applicable recommendations;


 


(d)                                 the proceeds are in cash (or
substantially all in cash); and


 


100

















 


(e)                                  the claims and security interests of
the Senior Finance Parties against the relevant Subsidiary Guarantor and its
Subsidiaries are irrevocably and unconditionally released (and not assumed by
the relevant purchaser or any Affiliate (as defined in the Original
Intercreditor Agreement) thereof) concurrently with such sale;


 


and, in the case of
clauses (3), (4) and (5) above, the net sale proceeds thereof are applied in
accordance with the Intercreditor Agreement, provided,
that, in the case of clauses (3), (4) and (5) above, any Guarantee of the Notes
by a Subsidiary Guarantor that has been sold and by any Subsidiary of such
Subsidiary Guarantor shall be released concurrently with (but not prior to) the
Trustee receiving written confirmation from the Security Trustee that the
provisions of such clauses have been or will be complied with.


 


Any Guarantor not
released from its obligations under its Guarantee as provided in this
Section 11.06 will remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 11.


 


ARTICLE 12.


SATISFACTION AND DISCHARGE


 


Section 12.01                          Satisfaction and Discharge.


 


This Indenture will be
discharged and will cease to be of further effect as to all Notes issued hereunder,
when:


 


(1)                                  either:


 


(a)                                  all Notes that have been
authenticated (except lost, stolen or destroyed Notes that have been replaced
or paid and Notes for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Issuer), have been delivered to the Trustee
for cancellation; or


 


(b)                                 all Notes that have not been
delivered to the Trustee for cancellation have become due and payable by reason
of the mailing of a notice of redemption or otherwise or will become due and
payable within one year and the Issuer or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders, cash in U.S. dollars, noncallable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, without consideration of any reinvestment of interest, to pay and
discharge the entire Indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium Additional Amounts, if any, and Additional
Interest, if any, and accrued interest to the date of maturity or redemption;


 


(2)                                  no Default or Event of Default has
occurred and is continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit) and the deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Issuer or any
Guarantor is a party or by which the Issuer or any Guarantor is bound;


 


(3)                                  the Issuer or any Guarantor has paid
or caused to be paid all sums payable by it under this Indenture; and


 


(4)                                  the Issuer has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of the Notes at maturity or the redemption date, as the case
may be.


 


101

















 


In addition, the Issuer
must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge have been
satisfied.


 


Notwithstanding the
satisfaction and discharge of this Indenture, if money has been deposited with
the Trustee pursuant to subclause (b) of clause (1) of this Section, the
provisions of Sections 12.02 and 8.06 will survive.  In addition, nothing in this Section 12.01 will be deemed to
discharge those provisions of Section 7.08 hereof, that, by their terms,
survive the satisfaction and discharge of this Indenture.


 


Section 12.02                          Application of Trust Money.


 


Subject to the provisions
of Section 8.06 hereof, all money deposited with the Trustee pursuant to
Section 12.01 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuer acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.


 


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with
Section 12.01 hereof by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Issuer’s and any Guarantor’s
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 12.01 hereof; provided
that if the Issuer has made any payment of principal of, premium, if any, or
interest on any Notes because of the reinstatement of its obligations, the
Issuer shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the
Trustee or Paying Agent.


 


ARTICLE 13.


MISCELLANEOUS


 


Section 13.01                          Trust Indenture Act Controls.


 


If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA
§318(c), the imposed duties will control.


 


Section 13.02                          Notices.


 


Any notice or
communication by the Issuer, any Guarantor or the Trustee to the others is duly
given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others’ address:


 


If to the Issuer and/or any Guarantor:


 


Inmarsat Group Limited


99 City Road


London EC1Y 1AX


United Kingdom


Telecopier No.: 
+44 20 7728 1665


Attention: 
Company Secretary


 


102

















 


With a copy to:


Clifford Chance


10 Upper Bank Street


London  E14 5JJ


United Kingdom


Telecopier No.: 
+44 20 7600 5555


Attention: 
John W. Connolly III


 


If to the Trustee:


The Bank of New York


One Canada Square


London E14 5AL


Telecopier No.: 
+44 20 7964 6399


Attention: 
Corporate Trust


 


The Issuer, any Guarantor
or the Trustee, by notice to the others, may designate additional or different
addresses for subsequent notices or communications.


 


All notices and
communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery.


 


Any notice or
communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication
will also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA.  Failure to
mail a notice or communication to a Holder or any defect in it will not affect
its sufficiency with respect to other Holders.


 


If a notice or
communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.


 


If the Issuer mails a
notice or communication to Holders, it will mail a copy to the Trustee and each
Agent at the same time.


 


Section 13.03                          Communication by Holders of Notes with Other Holders
of Notes.


 


Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their rights
under this Indenture or the Notes.  The
Issuer, the Trustee, the Registrar and anyone else shall have the protection of
TIA § 312(c).


 


Section 13.04                          Certificate and Opinion as to Conditions Precedent.


 


Upon any request or
application by the Issuer to the Trustee to take any action under this
Indenture, the Issuer shall furnish to the Trustee:


 


(1)                                  an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 13.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


103

















 


(2)                                  an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 13.05 hereof) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Section 13.05                          Statements Required in Certificate or Opinion.


 


Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (other than a certificate provided pursuant to TIA
§ 314(a)(4)) must comply with the provisions of TIA § 314(e) and must
include:


 


(1)                                  a statement that the Person making
such certificate or opinion has read such covenant or condition;


 


(2)                                  a brief statement as to the nature
and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;


 


(3)                                  a statement that, in the opinion of
such Person, he or she has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been satisfied; and


 


(4)                                  a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been satisfied.


 


Section 13.06                          Rules by Trustee and Agents.


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.


 


Section 13.07                          No Personal Liability of Directors, Officers,
Employees and Stockholders.


 


No past, present or
future director, officer, employee, incorporator or stockholder of the Issuer
or any Guarantor, as such, will have any liability for any obligations of the
Issuer or the Guarantors under the Notes, this Indenture, the Guarantees, the
Note Security Documents or for any claim based on, in respect of, or by reason
of, such obligations or their creation. 
Each Holder of Notes by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the
U.S. federal securities laws.


 


Section 13.08                          Governing Law.


 


THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES
AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 


Section 13.09                          Submission to Jurisdiction.


 


ALL JUDICIAL PROCEEDINGS
BROUGHT AGAINST THE ISSUER OR ANY GUARANTOR ARISING OUT OF OR RELATING HERETO
OR ANY OTHER TRANSACTION DOCUMENT, OR ANY OF THE OBLIGATIONS THEREUNDER, OR
ARISING UNDER THE U.S. FEDERAL OR STATE SECURITIES LAWS MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY
OF


 


104

















 


NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT,
THE ISSUER AND EACH GUARANTOR, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
JURISDICTION AND VENUE OF SUCH COURTS; 
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE AS SET OUT IN
SECTION 13.10 BELOW OR BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE ISSUER OR THE APPLICABLE GUARANTOR AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 13.02; 
AGREES THAT SUCH SERVICE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION
OVER THE ISSUER OR THE APPLICABLE GUARANTOR IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT; AND  AGREES TRUSTEE RETAINS THE
RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST THE ISSUER OR THE APPLICABLE GUARANTOR IN THE COURTS OF ANY OTHER
JURISDICTION.


 


Section 13.10                          Service of Process


 


The Issuer and each
Guarantor hereby acknowledge and agree that each of them has, by separate
letter agreement, irrevocably appointed CT Corporation, as its authorized agent
upon which process may be served in any suit or proceeding against the Issuer
and each Guarantor arising out of or relating to this Indenture or arising
under the U.S. federal or state securities laws and arising out of, related to
or based upon the transactions contemplated by this Indenture, and agree that
service of process upon such agent, and written notice of said service to them,
by the person serving the same to the address provided in Section 13.02,
shall be deemed in every respect effective service of process upon either of
them in any such suit or proceeding. 
The Issuer and each Guarantor further agrees to take any and all action
as may be necessary to maintain such designation and appointment of such agent
in full force and effect for a period of seven years from the date of this
Indenture.


 


Section 13.11                          Waiver of Jury Trial.


 


EACH OF THE PARTIES
HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE
OTHER TRANSACTION DOCUMENTS.  THE SCOPE
OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. 
EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON
THIS WAIVER IN ITS RELATED FUTURE DEALINGS. 
EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 13.11 AND EXECUTED BY EACH
OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO.  IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


105

















 


Section 13.12                          Foreign Judgment Currency.


 


If any Person suffers or
incurs a loss, cost, liability or expense due to:


 


(a)                                  it receiving an amount in respect of
the Issuer or any Guarantor’s liability under this Indenture; or


 


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


 


in a current differing
from that in which the amount is expressed to be payable under this Indenture,
the Issuer or any Guarantor, as applicable, shall, as an independent
obligation, indemnify such Person against that loss, cost, liability or expense
within three (3) Business Days of demand.


 


Section 13.13                          No Adverse Interpretation of Other Agreements.


 


This Indenture may not be
used to interpret any other indenture, loan or debt agreement of the Issuer or
its Subsidiaries or of any other Person. 
Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


 


Section 13.14                          VAT


 


All consideration
expressed to be payable under this Indenture, the Notes or the Guarantees by
any party thereto to the Trustee or any Holder of the Notes shall be deemed to
be exclusive of any VAT.  If VAT is
chargeable on any supply made by any Trustee or any Holder of the Notes in
connection with this Indenture, the Notes or the Guarantees, that party shall
pay to the Trustee or any Holder of the Notes, as applicable, (in addition to
and at the same time as paying the consideration) an amount equal to the amount
of the VAT.


 


Section 13.15                          Successors.


 


All agreements of the
Issuer in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this
Indenture will bind its successors.  All
agreements of each Guarantor in this Indenture will bind its successors, except
as otherwise provided in Section 11.06.


 


Section 13.16                          Severability.


 


In case any provision in
this Indenture or in the Notes is invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.


 


Section 13.17                          Counterpart Originals.


 


The parties may sign any
number of copies of this Indenture. 
Each signed copy will be an original, but all of them together represent
the same agreement.


 


Section 13.18                          Table of Contents, Headings, etc.


 


The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and will in no way modify or restrict any
of the terms or provisions hereof.


 


[Signatures on
following page]


 


106

















 


SIGNATURES


 


Dated as of
February 3, 2004


 


	
   

  	
  INMARSAT FINANCE
  PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison
  Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INMARSAT GROUP
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison
  Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  INMARSAT
  INVESTMENTS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison
  Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INMARSAT
  VENTURES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison
  Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  INMARSAT LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison
  Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
					



 


107

















 


	
   

  	
  INMARSAT LEASING
  (TWO) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison
  Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INMARSAT LAUNCH
  COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  I. A. JARRITT

  	
   

  
	
   

  	
   

  	
  Name: I. A.
  Jarritt

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DANIEL WYNNE

  	
   

  
	
   

  	
   

  	
  Name: Daniel Wynne

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  
						



 


108