Exhibit 4.7


 


CONFORMED COPY


 


 


DEED OF UNDERTAKING


 


 


dated   3
February 2004


 


 


by


 


BARCLAYS BANK PLC


 


as Security Agent


 


 


in favour of


 


 


THE BANK OF NEW YORK


 


as Trustee


 


 





London


 


99 Bishopsgate


London EC2M 3XF


(44) 020 7710 1000 (Tel)


(44) 020 7374 4460 (Fax)


www.lw.com


 

















 


THIS DEED is dated 3 February 2004


 


BETWEEN


 


(1)                                  BARCLAYS BANK PLC, as security trustee and agent for
the Secured Parties (the  “Security Agent”); 


 


(2)                                  THE BANK OF NEW YORK as trustee for the High Yield
Noteholders (the “High Yield Notes Trustee”);
and


 


(3)                                  INMARSAT INVESTMENTS LIMITED as shareholder and chargor in
respect of the Shares (the “Chargor”).


 


Background


 


(A)                              Pursuant to the Debenture, the
Chargor created a first fixed charge over the Shares in favour of the Security
Agent, for the benefit of the Secured Parties (as defined in the Debenture).


 


(B)                                As at the date hereof, the Security
Agent is holding the Certificates in accordance with Clause 11.1 (Documents) of the Debenture.


 


(C)                                Pursuant to the High Yield Notes
Second Ranking Charge dated on or about the date hereof, the Chargor has
granted a second ranking charge over the Shares in favour of the High Yield
Notes Trustee for the benefit of the High Yield Noteholders.


 


(D)                               The High Yield Notes Trustee holds
the benefit of this Deed on trust for the High Yield Noteholders on the terms
set out in the Indenture and the High Yield Notes Second Ranking Charge.


 


(E)                                 The Parties hereto intend this
document to take effect as a deed (even though the Security Agent and the High
Yield Notes Trustee only execute it under hand).


 


IT IS AGREED as follows:


 


1.                                      DEFINITIONS AND INTERPRETATION


 


1.1                               Definitions


 


	
  “Business Day”

  	
   

  	
  means any day other than a Saturday, a Sunday or a day on which
  banking institutions in the City of London are authorised by law, regulation
  or executive order to remain closed.

  
	
   

  	
   

  	
   

  
	
  “Certificates”

  	
   

  	
  means the original share certificates and/or any other documents of
  title representing the Shares, together with all stock powers and/or other
  instruments of transfer related to such Shares.

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  means Inmarsat Ventures Limited, a company incorporated in England and
  Wales with registered number 03674573, having its registered address at 99

  



 


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  City Road, London, EC1Y 1AX.

  
	
   

  	
   

  	
   

  
	
  “Debenture”

  	
   

  	
  means the debenture dated 10 October, 2003 and made between, amongst
  others, the Chargor and the Security Agent (as the same may be amended from
  time to time).

  
	
   

  	
   

  	
   

  
	
  “Delivery Date”

  	
   

  	
  means the earlier of:  (a)
  the Senior Discharge Date; or (b) the date upon which the Security Agent receives a Delivery Notice
  from and duly executed by the High Yield Notes Trustee.

  
	
   

  	
   

  	
   

  
	
  “Delivery Notice”

  	
   

  	
  means a notice in the form set out in the Schedule to this Deed.

  
	
   

  	
   

  	
   

  
	
  “Indenture”

  	
   

  	
  means the indenture related to the High Yield Notes dated on or about
  the date of this Deed between the Issuer, the Guarantors (each as defined
  therein) and the High Yield Notes Trustee.

  
	
   

  	
   

  	
   

  
	
  “Intercreditor Agreement”

  	
   

  	
  means the intercreditor agreement dated 10 October 2003 and made
  between, amongst others, the Chargor, the Security Agent, the Senior Lenders
  and the High Yield Notes Trustee (as the amended from time to time).

  
	
   

  	
   

  	
   

  
	
  “Party”

  	
   

  	
  means a party to this Deed.

  
	
   

  	
   

  	
   

  
	
  “Shares”

  	
   

  	
  means all shares in the Company.

  



 


 


1.2                               Construction


 


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


 


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


 


(c)                                  Any reference in
this Deed to a time of day is a reference to London time.


 


(d)                                 In construing this
Deed the provisions in Section 1.3 (Construction)
of the Intercreditor Agreement shall apply to this Deed with all necessary
changes.


 


1.3                               Third
Party Rights


 


A person who is not a Party has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this
Deed.


 


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1.4                               Intercreditor
Agreement


 


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


 


2.                                      UNDERTAKING TO DELIVER CERTIFICATES


 


2.1                               Delivery
of Certificates


 


The Security Agent undertakes to the High Yield Notes Trustee to (on the
Delivery Date) deliver the Certificates to the High Yield Notes Trustee at the
address referred to in Clause 7.2 (Addresses)
below, or to such other address as the High Yield Notes Trustee may specify in
the Delivery Notice, provided that
such address must be situated in London.


 


2.2                               Time
of Delivery


 


(a)                                  Where the Delivery
Date is the Senior Discharge Date, the Security Agent shall deliver the
Certificates to the High Yield Notes Trustee by 5 p.m. on the Delivery Date.


 


(b)                                 Where the Delivery
Date is not the Senior Discharge Date:-


 


(i)                                     if the Security
Agent receives a Delivery Notice from the High Yield Notes Trustee by 11 a.m.
on the day three Business Days prior to such Delivery Date, it shall deliver
the Certificates to the High Yield Notes Trustee by 5 p.m. on such Delivery
Date; and


 


(ii)                                  if the Security
Agent receives a Delivery Notice from the High Yield Notes Trustee after 11
a.m. the day three Business Days prior to such Delivery Date, it shall deliver
the Certificates to the High Yield Notes Trustee by 5 p.m. on the first
Business Day following such Delivery Date.


 


3.                                      ACKNOWLEDGEMENT BY CHARGOR


 


3.1                               Deferral
of Chargor’s Rights


 


The Chargor hereby acknowledges and accepts the terms of this Deed and
agrees that until the High Yield Notes Discharge Date it will not exercise any
rights which it may have in respect of the Shares or the Certificates, save as
expressly permitted pursuant to the Debenture, the Intercreditor Agreement or
the High Yield Notes Second Ranking Charge. 



 


3.2                               Waiver of Liability


 


Neither the Security Agent nor the High Yield Notes Trustee, the High
Yield Noteholders, any Receiver or any Delegate acting on behalf of either of
them shall (either by reason of taking possession of the Certificates or
delivering them in accordance with the terms of this Deed or for any other reason)
be liable to the Chargor for any costs, losses, liabilities or expenses
relating to any act, default, omission or misconduct of the Security Agent, the
High Yield Notes Trustee, High Yield Noteholders, any Receiver or any Delegate
acting on behalf of either of them or their


 


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respective officers, employees or agents in relation to the Shares or
the Certificates or in connection with this Deed, except to the extent caused
by its or their own gross negligence or wilful misconduct.


 


3.3                               Further
Assurance


 


The Chargor shall, subject to the terms of this Deed and the
Intercreditor Agreement, promptly, and at its own expense, do whatever the
Security Agent and/or the High Yield Notes Trustee may require (acting
reasonably) to facilitate the delivery of the Certificates in accordance with
the provisions of Clause 2 (Undertaking to
Deliver Certificates).


 


4.                                      EXPENSES


 


4.1                               Expenses


 


The Chargor shall, within
three Business Days of demand, pay to the Security Agent and/or the High Yield
Notes Trustee and/or the High Yield Noteholders the amount of all costs,
losses, liabilities and expenses (including legal fees) incurred by any of the
Security Agent and/or the High Yield Notes Trustee and/or the High Yield Noteholders
in relation to this Deed (including the administration, protection,
realisation, enforcement or preservation of any rights under or in connection
with this Deed, or any consideration by the Trustee as to whether to realise or
enforce the same, and/or any amendment, waiver, consent or release of any other
document referred to in this Deed).  


 


5.                                      RIGHTS


 


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


 


6.                                      PARTIAL INVALIDITY


 


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


 


7.                                      NOTICES


 


7.1                               Communications
in writing


 


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


 


7.2                               Addresses


 


The address and fax number (and the department or officer, if any, for
whose attention the communication is to be made) of each Party for any
communication or document to be made or delivered under or in connection with
this Deed is that identified with its name on the signature page hereof or any
substitute address, fax number or department or officer as the Party may notify
to the High Yield Notes Trustee (or the High Yield


 


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Notes Trustee may notify to the other Parties, if a change is made by
the Trustee) by not less than five (5) Business Days’ notice.


 


7.3                               Delivery


 


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


 


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


 


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


 


and, if a particular department or officer is specified as part of its
address details provided under Clause 7.2 (Addresses), if addressed to that
department or officer.


 


7.4                               Notification
of address and fax number


 


Promptly upon receipt of notification of an address and fax number or
change of address or fax number pursuant to Clause 7.2 (Addresses) or changing its
own address or fax number, the Trustee shall notify the other Parties.


 


7.5                               English
language


 


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


 


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


 


(i)                                     in English; or


 


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


 


8.                                      COUNTERPARTS


 


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


 


9.                                      GOVERNING LAW


 


This Deed is governed by English law.


 


10.                               JURISDICTION


 


10.1                        Jurisdiction
of English courts


 


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


 


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


 


(c)                                  This Clause 10.1 is
for the benefit of the High Yield Notes Trustee only.  As a result, the High Yield Notes Trustee shall not be prevented
from taking proceedings relating to a Dispute in any other courts with
jurisdiction.  To the extent allowed by
law, the High Yield Notes Trustee may take concurrent proceedings in any number
of jurisdictions.


 


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


 


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SCHEDULE


 


FORM OF DELIVERY NOTICE


 


 


To:     BARCLAYS BANK PLC


5 The North Colonnade


Canary Wharf


London E14 4BB


                                     200 


 


 


Dear Sirs,


 


Deed of Undertaking dated 3 February 2004 between
Barclays Bank PLC and The Bank of New York (the “Undertaking”).


 


This notice constitutes a Delivery Notice pursuant to and as defined in
the Undertaking, a copy of which is attached hereto.  Save as expressly defined in this notice, capitalised terms
defined in the Undertaking shall have the same meaning when used in this
notice.


 


We hereby confirm that, to the best of our knowledge, the High Yield
Finance Parties are permitted to take Enforcement Action in relation to the
High Yield Notes Second Ranking Charge under Clauses 21.4 (Permitted High Yield Notes On-Loan, the High Yield Notes
Assignment of On-Loan and/or the High Yield Notes Second Ranking Charge
enforcement) and 23.1 (Enforcement
of Security) of the Intercreditor Agreement.


 


We therefore instruct you, in accordance with Clause 2 (Undertaking to Deliver Certificates) of the
Undertaking, to deliver the
Certificates to [us at the address referred to in Clause 7.2 (Addresses) of the Undertaking/or insert alternative delivery address].


 


This notice is governed by English law.


 


Yours faithfully,


 


 


	
   

  	
   

  
	
  THE BANK OF NEW YORK

  
	
  (Authorised signatory)

  



 


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  SIGNED as a DEED
  by

  	
   

  
	
   

  	
   

  
	
  for and on behalf of

  BARCLAYS BANK PLC

  in the presence of

  	
  FRASER MCPHAIL

  
	
   

  	
   

  
	
  Address:

  	
  5 North Colonnade

  Canary Wharf

  London

  E14 5DD

  
	
   

  	
   

  
	
  Fax No:

  	
  +44 20 7773 4893

  
	
   

  	
   

  
	
  Attention:

  	
  Frank Rogers

  
			



 


 


	
  SIGNED as a DEED
  by

  	
   

  
	
   

  	
   

  
	
  for and on behalf of

  THE BANK OF NEW YORK

  in the presence of ALEX MERRISON

  	
  DANIEL WYNNE

  
	
   

  	
   

  
	
  Address:

  	
  One Canada Square

  London

  E14 5AL

  
	
   

  	
   

  
	
  Fax No:

  	
  +44 20 7964 6399

  
	
   

  	
   

  
	
  Attention:

  	
  Corporate Trust Administration

  
			



 


 


	
  SIGNED as a DEED
  by INMARSAT

  INVESTMENTS LIMITED acting by

  	
   

  
	
   

  	
   

  
	
  a Director and

  	
  RAMIN KHADEM

  
	
   

  	
   

  
	
  a Director/the Secretary

  	
  ALISON HORROCKS

  
	
   

  	
   

  
	
  Address:

  	
  99 City Road

  London

  EC1Y 1AX

  
	
   

  	
   

  
	
  Fax No:

  	
  +44 20 7728 1623

  
	
   

  	
   

  
	
  Attention:

  	
  Company Secretary

  
			



 


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