Exhibit
4.3


 


CONFORMED COPY


 


 


Inmarsat Finance plc


 


$375,000,000


 


7.625% Senior Notes due 2012


 


 


REGISTRATION RIGHTS AGREEMENT


 


 


February 3, 2004


 


 


CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

BARCLAYS BANK PLC

THE ROYAL BANK OF SCOTLAND PLC

c/o Credit Suisse First Boston (Europe) Limited


One Cabot Square

London, E14 4DS

United Kingdom


 


 


Dear Sirs:


 


Inmarsat Finance plc, a public limited
company incorporated in England and Wales (the “Issuer”), proposes to issue
and sell to Credit Suisse First Boston (Europe) Limited, Barclays Bank PLC and
The Royal Bank of Scotland plc (collectively, the “Initial Purchasers”), upon
the terms set forth in a purchase agreement dated January 27, 2004 (the “Purchase
Agreement”), $375,000,000 aggregate principal amount of its 7.625%
Senior Notes due 2012 (the “Initial Securities”)  to be guaranteed (the “Guarantees”) by Inmarsat Group Limited,
Inmarsat Investments Limited, Inmarsat Ventures Limited, Inmarsat Limited,
Inmarsat Leasing (Two) Limited, and Inmarsat Launch Company Limited and certain
future subsidiaries of Inmarsat Group Limited (together, the “Guarantors”
and, collectively with the Issuer, the “Obligors”).  The Initial Securities will be issued
pursuant to an Indenture, dated as of February 3, 2004 (the “Indenture”),
among the Issuer, the Guarantors named therein and The Bank of New York, as
trustee  (the “Trustee”).  As an inducement to the Initial Purchasers
to enter into the Purchase Agreement, each of the Obligors agrees with the
Initial Purchasers, for the benefit of the Initial Purchasers and the holders
of the Securities (as defined below) (each a “Holder” and collectively, the
“Holders”), as follows:


 


1.  Registered
Exchange Offer.  Unless not
permitted by applicable law (after the Obligors have complied with the ultimate
paragraph of this Section 1), the Obligors shall use their commercially
reasonable efforts to prepare and, not later than 180 days (such 180th day
being the “Exchange Filing
Deadline”) after the date on which the Initial Purchasers purchase
the Initial Securities pursuant to the Purchase Agreement (the 


 

















 


“Closing
Date”), file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Exchange  Offer Registration  Statement”)
on an appropriate form under the Securities Act of 1933, as amended (the “Securities
Act”), with respect to a proposed offer (the “Registered Exchange Offer”)
to the Holders of Transfer Restricted Securities (as defined in Section 6
hereof), who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such
Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt securities of  the
Obligors issued under the Indenture, identical in all material respects to the
Initial Securities and registered under the Securities Act (the “Exchange
Securities”).  Each of the
Obligors shall use its commercially reasonable efforts to (i) cause such
Exchange Offer Registration Statement to become effective under the Securities
Act within 240 days after the Closing Date (such 240th day being an “Exchange Effectiveness Deadline”) and
(ii) keep the Exchange Offer Registration Statement effective for not less
than 20 business days (or longer, if required by applicable law) after the date
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the “Exchange Offer  Registration Period”).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e) otherwise
comply with all applicable laws.


 


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


 


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


 


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


 


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


 


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


 


Interest on each Exchange Security and
Private Exchange Security issued pursuant to the Registered Exchange Offer and
in the Private Exchange will accrue from the last interest payment date on
which interest was paid on the Initial Securities surrendered in exchange
therefor or, if no interest has been paid on the Initial Securities, from the
date of original issue of the Initial Securities.


 


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


 


3

















 


own account in exchange for Initial Securities that were acquired as a
result of market-making activities or other trading activities and that it will
be required to acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Securities.


 


Notwithstanding any other provisions hereof,
the Obligors will ensure that (i) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities
Act and the rules and regulations thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any
Exchange Offer Registration Statement, and any supplement to such prospectus,
does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


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


 


2.  Shelf
Registration.  If, (i)
because of any change in law or in applicable interpretations thereof by the
staff of the Commission, the Obligors are not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the
Registered Exchange Offer is not consummated by the 270th day after the Closing
Date, (iii) any Initial Purchaser so requests with respect to the Initial
Securities (or the Private Exchange Securities) not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and held by it
following consummation of the Registered Exchange Offer or (iv) any Holder
(other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange and any such Holder so requests, the Obligors shall take the following
actions (the date on which any of the conditions described in the foregoing
clauses (i) through (iv) occur, including in the case of
clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):


 


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


 


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


 


4

















 


period if it voluntarily takes any action
that would result in Holders of Securities covered thereby not being able to
offer and sell such Securities during that period, unless such action is
required by applicable law.


 


(c)  Notwithstanding any other provisions of this
Agreement to the contrary, the Obligors shall cause the Shelf Registration
Statement and the related prospectus and any amendment or supplement thereto,
as of the effective date of the Shelf Registration Statement, amendment or
supplement, (i) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v) of the
happening of any event that requires the Obligors to make changes in the
Registration Statement after it becomes effective or the prospectus in order
that the Registration Statement or the prospectus do not contain an untrue
statement of a material fact nor omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of the
prospectus, in light of the circumstances under which they were made) not
misleading.


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)  The Obligors shall cooperate with the
Holders of the Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations and (if appropriate) 


 


6

















 


registered in such names as the Holders may
request a reasonable period of time prior to sales of the Securities pursuant
to such Registration Statement.


 


(j)  Upon the occurrence of any event
contemplated by paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Obligors are required to maintain an effective
Registration Statement, the Obligors shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the
related prospectus and any other required document so that, as thereafter
delivered to Holders of the Securities or purchasers of Securities, the
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  If the Obligors notify
the Initial Purchasers, the Holders of the Securities and any known Participating
Broker-Dealer in accordance with paragraphs (ii) through (v) of
Section 3(b) above to suspend the use of the prospectus until the
requisite changes to the prospectus have been made, then the Initial
Purchasers, the Holders of the Securities and any such Participating Broker-Dealers
shall suspend use of such prospectus, and the period of effectiveness of the
Shelf Registration Statement provided for in Section 2(b) above and the
Exchange Offer Registration Statement provided for in Section 1 above
shall each be extended by the number of days from and including the date
of the giving of such notice to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Participating
Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j).


 


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


 


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


 


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


 


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


 


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


 


(p)  In the case of any Shelf Registration, the
Obligors shall (i) make reasonably available for inspection by the Holders
of the Securities, any underwriter participating in any disposition pursuant to
the Shelf Registration Statement and any attorney, accountant or other agent
retained by the Holders of the Securities or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties of
the Obligors and (ii) use commercially reasonable efforts to cause the
Obligors’ officers, directors, employees, accountants and auditors to supply
all relevant information reasonably requested by the Holders of the Securities
or any such underwriter, attorney, accountant or


 


7

















 


agent in connection with the Shelf
Registration Statement, in each case, as shall be reasonably necessary to
enable such persons, to conduct a reasonable investigation within the meaning
of Section 11 of the Securities Act; provided, however, that
the foregoing inspection and information gathering shall be coordinated on
behalf of the Initial Purchasers by you and on behalf of the other parties, by
one counsel designated by and on behalf of such other parties as described in
Section 4 hereof.


 


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


 


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


 


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


 


(t)  The Obligors will use their commercially
reasonable efforts to (a) if the Initial Securities have been rated prior
to the initial sale of such Initial Securities, confirm such ratings will apply
to the Securities covered by a Registration Statement, or (b) if the
Initial Securities were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating 


 


8

















 


agencies, if so requested by Holders of a
majority in aggregate principal amount of Securities covered by such
Registration Statement, or by the managing underwriters, if any.


 


(u)  In the event that any broker-dealer
registered under the Exchange Act shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or
“assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”)
of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a
Holder of such Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Obligors will assist
such broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall
so require, engaging a “qualified independent underwriter” (as defined in
Rule 2720) to participate in the preparation of the Registration Statement
relating to such Securities, to exercise usual standards of due diligence in
respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Securities,
(ii) indemnifying any such qualified independent underwriter to the extent
of the indemnification of underwriters provided in Section 5 hereof and
(iii) providing such information to such broker-dealer as may be required
in order for such broker-dealer to comply with the requirements of the Rules.


 


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


 


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


 


(i) all
registration and filing fees and expenses;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.  Indemnification.  (a) 
The Obligors agree to indemnify and hold harmless each Holder of the
Securities, any Participating Broker-Dealer and each person, if any, who
controls such Holder or such Participating Broker-Dealer within the meaning of
the Securities Act or the Exchange Act (each Holder, any Participating
Broker-Dealer and such controlling persons are referred to collectively as the
“Indemnified


 


9

















 


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


 


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


 


(c) 
Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above.  In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses,
other than reasonable costs of investigation, subsequently incurred by such
indemnified party in 


 


10

















 


connection with the defense thereof. 
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless
such settlement includes an unconditional release of such indemnified party
from all liability on any claims that are the subject matter of such action,
and does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party..


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)                              any
Registration Statement required by this Agreement has been declared effective
by the Commission but (A) such Registration Statement thereafter ceases to
be effective or (B) such Registration Statement or the related prospectus
ceases to be usable in connection with resales of Transfer Restricted
Securities during the periods specified herein because either (1) any
event occurs as a result of which the related prospectus forming part of such
Registration Statement would include any untrue statement of a material fact or
omit to state any material


 


11

















 


fact necessary to make the statements therein
in the light of the circumstances under which they were made not misleading, or
(2) it shall be necessary to amend such Registration Statement or
supplement the related prospectus, to comply with the Securities Act or the
Exchange Act or the respective rules thereunder.


 


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


 


Additional Interest shall accrue on the
Securities over and above the interest set forth in the title of the Securities
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all such Registration Defaults have been
cured, at a rate of 0.25% per annum (the “Additional Interest Rate”) for the first
90-day period immediately following the occurrence of such Registration
Default.  The Additional Interest Rate
shall increase by an additional 0.25% per annum with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
Additional Interest Rate of 1.0% per annum. 
Following the cure of all Registration Defaults, the accrual of
Additional Interest will cease.


 


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


 


(c) 
Any amounts of Additional Interest due pursuant to Section 6(a)
will be payable in cash on the regular interest payment dates with respect to
the Securities.  The amount of
Additional Interest will be determined by multiplying the applicable Additional
Interest Rate by the principal amount of the Securities and further multiplied
by a fraction, the numerator of which is the number of days such
Additional Interest Rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator
of which is 360.


 


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


 


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


 


12

















 


Section 7 shall be deemed to require the Obligors to register any
of their securities pursuant to the Exchange Act.


 


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


 


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


 


9.  Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


(2) 
if to the Initial Purchasers;


 


Credit Suisse First Boston (Europe) Limited


One Cabot Square


London, E14 4DS


United Kingdom


Attention: 
Rommie Bhutani


 


with a copy to:


Latham & Watkins


99 Bishopsgate


London 
EC2M 3XF


Fax No: 
+44 20 7374 4460


Attention: 
Gay L. Bronson


 


13

















 


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


 


Inmarsat Ventures Limited


99 City Road


London 
EC1Y 1AX


United Kingdom


Fax No: 
+44 (0)20 7728 1665


Attention: 
Company Secretary


 


with a copy to:


Clifford Chance LLP


10 Upper Bank Street


London 
E14 5JJ


United Kingdom


Fax No: 
+44 20 7600 5555


Attention: 
John W. Connolly


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(m)   Agent for
Service; Submission to Jurisdiction; Waiver of Immunities.  By the execution and delivery of this
Agreement, each of the Obligors (i) acknowledges that it has, by separate
written instrument, irrevocably designated and appointed CT Corporation System,
111 Eighth Avenue, New York, NY 10011 (and 


 


14

















 


any successor entity), as its authorized agent upon which process may
be served in any suit or proceeding arising out of or relating to this
Agreement that may be instituted in any federal or state court in the State of
New York or brought under federal or state securities laws, and acknowledges
that CT Corporation has accepted such designation, (ii) submits to the
nonexclusive jurisdiction of any such court in any such suit or proceeding, and
(iii) agrees that service of process upon CT Corporation and written
notice of said service to the Obligors shall be deemed in every respect
effective service of process upon it in any such suit or proceeding.  Each of the Obligors further agrees to take
any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and
appointment of CT Corporation in full force and effect so long as any of the
Securities shall be outstanding.  To the
extent that any of the Obligors may acquire any immunity from jurisdiction of
any court or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, it hereby irrevocably waives
such immunity in respect of this Agreement, to the fullest extent permitted by
law.


 


15

















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
					



 


16

















 


The foregoing Registration


Rights Agreement is hereby confirmed


and accepted as of the date first


above written.


 


CREDIT SUISSE
FIRST BOSTON (EUROPE) LIMITED

Acting on behalf of themselves

and as the Representatives of

the Initial Purchasers


 


 


By CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED


 


	
   

  	
  By

  	
  JAMES AMINE

  	
   

  
	
   

  	
   

  	
  Name: James
  Amine

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  RONAN AGNEW

  	
   

  
	
   

  	
   

  	
  Name: Ronan
  Agnew

  
	
   

  	
   

  	
  Title:
  Managing Director

  
					



 


17

















 


ANNEX A


 


 


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


 


18

















 


ANNEX B


 


 


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


 


19

















 


ANNEX C


 


 


PLAN OF DISTRIBUTION


 


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


 


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


 


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


 












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


 


20

















 


ANNEX D


 


 


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


 


	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  



 


 


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


 


21