Exhibit 10.3


 


INM-SSL/00-2597


 


 


THURAYA SATELLITE TELECOMMUNICATIONS

PRIVATE
JOINT STOCK COMPANY


 


- and -


 


INMARSAT LTD


 


 












 


AGREEMENT FOR LEASE OF CAPACITY ON

THURAYA SATELLITE


 












 


1

















 


AGREEMENT FOR LEASE OF CAPACITY ON

THURAYA SATELLITE


 


PREAMBLE


 


1.             The
parties to this Agreement are THURAYA Satellite Telecommunications Company,
which is headquartered in Abu Dhabi, United Arab Emirates (“THURAYA”)
and INMARSAT Ltd., which is headquartered in London, United Kingdom (“INMARSAT”).


 


2.             The
effective date of this Agreement shall be the last date of signature thereof.


 


3.             Acronyms
and other terms designated by initial upper case letters are defined in the
Glossary in ANNEX 1.


 


RECITALS


 


4.             THURAYA
has procured two L-Band geosynchronous satellites.  The Primary Satellite will be located at 44° East Longitude and
be ready for service by the fourth quarter of 2000, or such later date as may
be notified by THURAYA to INMARSAT. 
THURAYA intends to use the Satellites to provide voice, fax, and data
services via THURAYA terminals within the THURAYA Coverage Area.  The orbital location of 28.5° East Longitude
has been coordinated for the Spare Satellite.


 


5.             INMARSAT
has procured its fourth generation of L-Band geostationary satellites (“INMARSAT-4”)
and intends to locate one of them at 65° East Longitude, to be ready for
service in 2004.  INMARSAT intends to
use the INMARSAT-4 satellites to provide a range of services, including
Packet-Switched PMC Services.


 


6.             The
purpose of this Agreement is to establish the terms and conditions of the Lease
under which THURAYA will provide capacity on its Satellite to INMARSAT to
enable INMARSAT to start offering INMARSAT-branded PMC Services within the
THURAYA Coverage Area defined as per ANNEX 3, during the interim period before
the INMARSAT-4 satellite to be located in this region is ready for service.


 


DURATION OF LEASE


 


7.             Subject
to Article 8, THURAYA agrees to lease, up to *** Subbands of its Satellite
capacity to INMARSAT in accordance with Article 8 and ANNEX 2 for the purposes
of the provision by INMARSAT of the PMC Services. The Lease shall be for a term
of ***, commencing on the Lease 
Commencement Date and terminating on the Lease Termination Date.  Extension of the term of the Lease shall be
subject to the mutual agreement of the parties.


 


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TECHNICAL AND OPERATIONAL


 


8.             The
minimum number of Subbands leased by INMARSAT will, as on the Lease
Commencement Date, be ***  and remains
at that level during the first six months of the Lease, and shall be increased
to *** Subbands thereafter.  INMARSAT
will be entitled to add Subbands ***, by giving THURAYA 15 days notice.  If INMARSAT increases its minimum commitment
to *** Subbands by the first anniversary of the Lease Commencement Date,
INMARSAT will be entitled to add Subbands up to a total of ***; subject to
maintenance by INMARSAT of such increased minimum commitment at the ***
Subbands level.  INMARSAT may request
further capacity beyond *** Subbands, and THURAYA may, at its discretion,
consider meeting such request. The number of the Subbands that INMARSAT will be
entitled to use in each Spot Beam within the THURAYA Coverage Area will be in
accordance with ANNEX 2.  Each Subband
will have a maximum of 156.25 kHz bandwidth and other parameters as defined in
ANNEX 2.


 


9.             ***


 


10.           ***


 


(a)           ***


 


(b)           ***


 


(c)           ***


 


(d)           ***


 


3

















 


(e)           ***


 


(f)            ***


 


(g)           ***


 


(h)           ***


 


(i)            ***


 


11.           This
Agreement is not specific to THURAYA’s Primary Satellite.  If that satellite is not successfully
launched and deployed into its intended orbital location, or if after
successful deployment THURAYA decides to replace it with the Spare Satellite
because of performance degradation, the Lease capacity will be provided on the
latter during the currency of the Lease.


 


12.           INMARSAT
will establish its own BSS to be used for billing its PMC Services.


 


13.           THURAYA
is responsible for managing procurement, launch, and operation of its
Satellites and PGW, including the AOC-SOC. 
THURAYA will, upon request from INMARSAT and subject to applicable
export control restrictions, provide to INMARSAT limited information relevant
to the ready-for-service date, technical performance of the Lease capacity, and
technical and operational interfaces with INMARSAT facilities. THURAYA will
give prompt notice of any potential problems on an ad hoc basis.


 


14.           For
the purposes of use of its PMC Services to be supplied using THURAYA Satellite,
INMARSAT shall not authorize INMARSAT Users and/or Outlets to transmit into the
THURAYA Satellite with any apparatus other than a type- approved UT.


 


15.           INMARSAT
shall be responsible for obtaining the necessary type approval for PMC Services
UTs and for service activation of the said UTs. The RF interface of such UTs to
the THURAYA Satellite will be in accordance with ANNEX 2. INMARSAT PMC UTs
shall operate in accordance with the limits specified in ANNEX 2.  If THURAYA identifies any PMC UT that is not
operating in accordance with such limits and so notifies INMARSAT, INMARSAT
shall promptly isolate that UT and suspend access to the Satellite until the
problem is resolved.


 


16.           THURAYA
may suspend access to the Satellite if the SAS exceeds the parameters specified
in ANNEX 2 or causes harm to THURAYA’s services, or if necessary and
unavoidable because of technical problems in the Satellite or PGW.  In any case, THURAYA will consult with
INMARSAT to mitigate the impact before implementing any


 


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suspension, unless there is an operational
requirement that does not allow time for consultations.


 


17.           THURAYA shall be entitled at any time to improve, suspend, change, test,
maintain or repair its System or any part thereof, and to interrupt the PMC
Services for such purposes without incurring any liability or obligation
towards INMARSAT in the way of outage credits, or INMARSAT Users and/or
Outlets. THURAYA will give INMARSAT as much notification of any interruption or
material changes to its System as practicable in the circumstances and will use
all reasonable endeavours to disrupt the PMC Services as little as practicable.


 


18.           For
a period of six months prior to the Lease Commencement Date, THURAYA will make
*** Subbands available to INMARSAT for testing for the purposes of Article
9.  For the purposes of this Article 18,
INMARSAT shall provide THURAYA with a test plan and test schedule prior to such
testing, and shall be responsible for implementation of the same. To the extent
the PGW and any GSs are involved in such testing, INMARSAT and THURAYA will
agree on the testing plans and objectives and THURAYA will cooperate in the
testing and use reasonable efforts to arrange the participation of any
necessary GS operators. INMARSAT shall indemnify and reimburse THURAYA of all
costs and expenses of such testing including, charges for allocated Subbands,
save access to THURAYA software centre, in accordance with ANNEX 4.


 


19.           One year prior to the Lease
Commencement Date, INMARSAT will provide THURAYA with such staff training to
the extent necessary for the testing and cooperation required for the operation
by INMARSAT of the Lease capacity, and agrees to provide THURAYA with quarterly
reports on its preparations for using the THURAYA Satellite and on the likely
ready-for-service date of the INMARSAT-4 satellite.


 


20.           The
parties will agree on a maintenance plan with respect to all interfaces between
their respective facilities. The maintenance plan shall be developed and agreed
by the parties one-year prior to the Lease Commencement Date.


 


21.           ***


 


5

















 


REGULATORY


 


22.           THURAYA
will be responsible for compliance with all regulatory requirements applicable
to the Satellites and PGW, including coordination and registration of the
orbital slots and spectrum in accordance with the regulations of the
International Telecommunication Union, registration with the United Nations in
accordance with the 1974 Convention on Registration of Objects Launched Into
Outer Space.


 


23.           INMARSAT
will be responsible for obtaining any licences and complying with any other
regulatory requirements applicable to provision of its PMC Services, including
but not limited to testing, using the THURAYA Satellite. It is agreed that
INMARSAT shall not provide the PMC Services in any jurisdiction where the
licences and regulatory requirements referred to in this Article 23 have not
been obtained, and undertakes promptly upon notification by THURAYA, to suspend
the Lease capacity and/or isolate any UT operating in any jurisdiction where
any of the said regulatory approvals and licences have not been obtained. In
any jurisdiction where the regulator imposes a spectrum utilization fee,
INMARSAT or its respective service providers, will bear a proportion of such
fee to the extent attributable to the PMC Services.


 


24.           ***


 


25.           Each
party will be responsible for complying with any export controls applicable to
technical information that it discloses to the other party pursuant to this
Agreement.


 


COMMERCIAL


 


26.           Subject
to Article 27 below, the charge for each of the committed Subbands referred to
in Article 8 above, and for each additional Subband, will be *** per year.
THURAYA will invoice INMARSAT on a quarterly basis at the beginning of each
calendar quarter starting on the Lease Commencement Date, and INMARSAT shall
make payment within 30 calendar days after receiving THURAYA’s invoice.


 


27.           The
minimum Lease duration of any additional Subbands ordered beyond the minimum
commitment referred to in Article 8 is one full year effective the date of
providing the ordered Subbands or until the Lease Termination Date, whichever
occurs first. Initially ordered Subbands 
on Lease Commencement Date will be subject to the corresponding discount
as set out in ANNEX 4. If additional Subbands


 


6

















 


are ordered during the term of the Lease,
the following principles apply: -


 


a)             The
applicable discount is the one corresponding to the total number of the
dedicated Subbands as set out in ANNEX 4.


 


b).           The
applicable discount, if any, is only applied to the newly ordered Subbands at
any time. However, such discount will be applied to the total number of
Subbands that have completed at least one full year from the date of provision.


 


28.           ***


 


***


 


29.           The
charges referred to in Article 26 above shall be applicable notwithstanding the
state of readiness of launch of INMARSAT’s PMC Services.


 


30.           In
addition to the charges referred to in Article 26 above, INMARSAT shall pay
THURAYA and its GS operators all costs they incur to modify their facilities to
accommodate this lease of capacity to INMARSAT, including any such facility
modification or any other costs attributable to the implementation and support
of INMARSAT’s PMC Services provided that INMARSAT is given notice of such costs
before they are


 


7

















 


incurred. For the purposes of this Article
30, testing and implementation costs are quantified as per ANNEX 4 (Charging
Principles).


 


ADMINISTRATION


 


31.           The
persons whose names, designations, and addresses appear below, are agreed to be
the Responsible Officers entrusted by the respective parties with the
administration of this Agreement: -


 


Jamal Al Jarwan


Executive
Manager Business Development


THURAYA
Satellite Telecommunications Company


P.O. Box
333444


Abu Dhabi


United Arab
Emirates


Telephone
+971-2-6161200


Fax
+971-2-6418440


e-mail  j_aljarwan@thuraya.com


 


Eugene Jilg


Vice
President, Advanced Programs


INMARSAT Ltd.


99 City Road


London EC1Y
1AX


United Kingdom


Telephone
+44-20-7728-1400


Fax
+44-20-7728-1594


e-mail  eugene_jilg@inmarsat.com


 


32.           All
formal communications between the parties pursuant to this Agreement must be
signed by and/or addressed and/or delivered – as the case may be – to the
relevant Responsible Officer, or their nominees whose names, details and
addresses are advised in writing by the relevant Responsible Officer to the
other from time to time, and must be in writing and in the English
language.  Delivery may be by hand, by
courier post, or by fax.  Communications
delivered by post will be deemed to have been received seven days after
posting.


 


33.           The
parties anticipate that some parts of ANNEX 2 will evolve.  Any amendments to ANNEX 2 or to any other
part of this Agreement will be binding on both parties if signed by the
Responsible Officers identified above. 
Unless formally notified to the contrary at the time of signature of an
amendment, each party may assume that the other has obtained any necessary
authorization from its Board of Directors.


 


34.           Neither
party will make any public announcement or press release about this Agreement
without the consent of the other, such consent not to be unreasonably withheld
or delayed, provided that the other party has been given a reasonable
opportunity to study and amend the proposed text.


 


8

















 


LEGAL


 


35.           For
the purposes of this Article 35, the term confidential information (“Confidential
Information”) includes information disclosed by one party to the
other in documentary or other tangible form if conspicuously marked as
CONFIDENTIAL or PROPRIETARY or with words having a similar meaning, and
information disclosed orally if the disclosing party identifies it as
confidential at the time of oral disclosure and follows up with a properly
marked written summary within 15 days. 
The party receiving such Confidential Information will safeguard it, use
it only in connection with implementation of this Agreement, not disclose it
outside of its company without the consent of the providing party, and will
limit dissemination within its company to those who have a need to know.  Such obligations will continue with respect
to each item of Confidential Information for a period of three years from the
date of initial disclosure to the receiving party, even if this Agreement is
terminated earlier.  Such obligations
will not apply to any item of Confidential Information that was developed
independently by the receiving party or lawfully received from a third party
not under an obligation of confidentiality, or comes into the public domain
through no fault of the receiving party.


 


36.           The
parties agree that there shall be no contractual relationship pursuant to this
Agreement between THURAYA, on the one hand, and, on the other, INMARSAT Users
and Outlets of INMARSAT’s PMC Services.


 


37.           THURAYA gives no
representations, warranties, or guarantees about its Satellite, PGW, or
spectrum necessary for the Lease, being available or the regulatory approvals
referred to in Article 22 being obtained by 1 October 2002.


 


38.           INMARSAT
shall adopt such conditions for use by INMARSAT Users and provision by INMARSAT
Outlets of the PMC Services as shall at all times include a provision that
THURAYA shall not be liable to the said Users and/or Outlets in any
circumstances whatsoever for loss of profits, business revenue, goodwill,
anticipated savings, special, indirect or consequential damages or loss.


 


39.           In the
event of a breach of this Agreement, the aggrieved party will give the
breaching party notice and a reasonable opportunity to cure the breach,
generally 30 days unless the parties agree that the circumstances justify a
different period.  If the breach is not
cured within that period, then the matter in question shall be deemed a dispute
and shall be referred to resolution under Article 40 below.


 


40.           Any
disputes between the parties arising under this Agreement that cannot be
resolved by the Responsible Officers identified in Article 31 above or their
nominees, within 30 days may be referred by either party to arbitration, to be
conducted in London by the LCIA and under LCIA rules, with U.A.E  law
governing, and the result of such arbitration


 


9

















 


will be final and binding on the
parties.  Each party will bear its own
costs of preparation for and participation in the arbitration, but the costs
for the services of the LCIA will be borne by the losing party.


 


41.           Either
party may at any time by notice in writing terminate this Agreement after
consultation and with reasonable notice, if the other party (or an entity which
substantially performs the functions of that other party) shall at any time
have become bankrupt or have taken any corporate action or have any other steps
taken against it for its winding up, dissolution or reorganisation by reason of
its financial condition or for the appointment of a receiver, administrator,
administrative receiver or similar officer over all or any of its assets or
revenues, or otherwise affording it protection from creditors.


 


42.           Under
no circumstances will THURAYA be under any liability whatsoever to INMARSAT’s
contracting and/or third parties (including, but not limited to INMARSAT Users
and/or INMARSAT Outlets of the PMC Services); and INMARSAT will be responsible
for and indemnify THURAYA against any such liability.


 


43.           INMARSAT
will indemnify THURAYA with respect to any third party cause of action
attributable to INMARSAT’s use of the THURAYA Satellite, INMARSAT side of the
interface with these facilities or any other matter connected with the
provision and/or distribution of the PMC Services, including actions for
defamation, infringement of copyright, patents, or other intellectual property
rights, or violation of any applicable law or regulation.  INMARSAT will, at its own expense, assume
responsibility for the defence, provided that THURAYA must give INMARSAT prompt
notice of any such claim, must not settle or compromise the claim, and must provide
such cooperation to INMARSAT, at INMARSAT’s expense, as is reasonably necessary
for the defence of the claim.


 


44.           To the
extent any patent or other intellectual property licenses are required by
INMARSAT for the purposes of this Agreement, use by INMARSAT Users, and
distribution by INMARSAT Outlets, of the PMC Services, THURAYA hereby grants to
INMARSAT a non-exclusive, world-wide, royalty-free license for the duration of
this Agreement, and also authorizes INMARSAT to grant sub-licenses on the same
terms.


 


45.           When
developing its distribution plans, INMARSAT will take into account THURAYA’s
unique capabilities and will consider offering THURAYA an opportunity to act as
a distributor of INMARSAT’s PMC Services, subject to mutual agreement and on
terms and conditions no less favourable than those offered to any other
distributor (the so-called Most Favoured Nation principle).


 


46.           Neither
party may assign this Agreement without the consent of the other party, such
consent not to be unreasonably withheld or delayed; except that INMARSAT may
make an assignment to a subsidiary of INMARSAT Ventures Ltd, provided INMARSAT
and the assigning


 


10

















 


party shall continue to be liable to the
other as guarantor of performance by the assignee.


 


47.           This
Agreement does not establish any joint venture or partnership between THURAYA
and INMARSAT, or constitute one party as the agent of the other, and, to the
extent permissible under this Agreement, neither party will be responsible to
third parties for the acts or omissions of the other party.


 


48.           Neither
party will be responsible for any failure to perform its obligations under this
Agreement if such failure is due to Force Majeure events beyond its reasonable
control, including, but not limited to launch failure, delay or non-launch of
the Satellites by reason of non-availability of the launch vehicle for
technical reasons or any other reason, acts of God, extreme adverse weather
conditions, war, terrorism, general strikes, and government action or inaction.


 


49.           If any
provision in this Agreement is held to be invalid or unenforceable, it will be
severed from and not invalidate any of the remaining provisions in the
Agreement, and the parties will negotiate a replacement for the severed
provision to achieve as closely as possible the same intended effect.


 


50.           Each
party acknowledges that it negotiated and executed this Agreement in good faith
with the aim of incorporating the intent, principles, concepts and covenants of
the venture under this Agreement, and therefore, agree that either party may
seek to modify this Agreement and/or annexures by serving a written notice (the
“Review
Notice”) on the other setting out in sufficient detail the subject
matter of and justification for the review. The parties undertake to negotiate
in good faith promptly upon service of the Review Notice with a view to
agreeing the necessary modifications to the Agreement.


 


51.           If it
is provided for by any provision of this Agreement that THURAYA and INMARSAT
shall agree or contemplate agreeing any matter or thing after the date of
signature hereof, they shall in endeavouring to agree such matter or thing, be
under a duty to act in utmost good faith to one another.


 


52.           Neither
party shall be liable to the other for special, direct, or consequential
damages, including loss of profits, business revenue, goodwill, anticipated
savings, and/or other loss.


 


53          This
Agreement consists of the following annexures: -


 


ANNEX 1:             GLOSSARY.


***                         ***


***                         ***


***                         ***


 


54.           This
Agreement and annexures contain the entire agreement between the parties, and
supersede all previous documents and discussions


 


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about this subject matter.  Each party agrees that it has not relied on
any representations (written or oral) not contained herein.


 


	
  For and on behalf of THURAYA

  	
   

  	
  For and on behalf of INMARSAT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ MOHAMMAD HASSAN OMRAN

  	
   

  	
  /s/ MICHAEL STOREY

  
	
  Mohammad Hassan Omran

  	
   

  	
  Michael Storey

  
	
  Chairman

  	
   

  	
  President & Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  
	
  Abu Dhabi

  	
   

  	
  London

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnessed by

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ YOUSUF
  AL SAYED

  	
   

  	
  /s/ EUGENE
  T. JILG

  
	
  Yousuf Al Sayed

  	
   

  	
  Eugene T. Jilg

  
	
  Chief Executive

  	
   

  	
  Vice President, Advanced

  
	
  THURAYA

  	
   

  	
  Programmes

  
	
   

  	
   

  	
  INMARSAT

  



 


12

















 


ANNEX 1


 


GLOSSARY


 


***


 


“Allocated Spectrum,” as distinguished from
satellite processing spectrum, refers to the frequency spectrum designated for
use by the THURAYA System.


 


“Availability”  has the meaning given to it
in ANNEX 2.


 


“Business Support System” (“BSS”)
means the INMARSAT packet data billing system with support features including
service provisioning, mediation, and fraud management.


 


“Broadcast Control Channel” (“BCCH”)
means  a
point-to-multipoint, unidirectional control channel from the fixed subsystem to
the UTs which carries control information specific to a particular Gateway
Station, plus synchronization information by which an UT can locate other BCCHs
within the System.


 


“Control Channel”  means a channel used to
coordinate and establish communication between the UT and the GS in order to
access the network.  Control Channels
are defined by the CAI and include BCCHs, RACHs, and other Control Channel
types.  One or multiple GSs can provide
Control Channels in any given Spot Beam.


 


***


 


***


 


***


 


“THURAYA Common Air Interface” (“CAI”)
means Hughes/THURAYA Common Air Interface version 1.10.


 


“INMARSAT  Outlets” or “Outlet(s)”  means
service providers and distributors of INMARSAT PMC Services.


 


“INMARSAT  User” or “User(s)”
means a user or subscriber of INMARSAT PMC Services.


 


“L-Band”  means the electromagnetic spectrum
designated for Mobile Satellite Services in the bands 1525-1559 MHz and
1626.5-1660.5 MHz.


 


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“Lease”  means the arrangement vide the terms and
conditions of this Agreement under which THURAYA agreed to provide capacity on
its Satellites to INMARSAT based on allocation of Subbands to start offering
INMARSAT-branded PMC Services.


 


***


 


***


 


“London Court of International Arbitration”
(“LCIA”)
means the institution known as London Court of International Arbitration
situated in London, UK, that administers international commercial arbitration
under its own rules or other international arbitration rules that do not
expressly provide for an administering body.


 


“Packet-Switched” refers to a method of
switching in which data is assembled into packets containing address and
routing information and packets from various UTs are assembled, interleaved,
and transmitted in accordance with agreed protocols.


 


“Personal Multi-Media Communications” (“PMC”)
means a range of satellite multimedia applications and services developed by
INMARSAT, and provided via small, low cost user terminals capable of supporting
high-speed.


 


“Primary Gateway Station” (“PGW”)
means the THURAYA gateway station situated in Sharjah, UAE which will be
responsible for THURAYA’s entire network, in addition to serving as the MSS’s
main digital exchange.


 


“Primary  Satellite” means a satellite
which THURAYA intends to launch and locate at 44 degrees E.L


 


“Radio  Frequency” (“RF”) means a radio wave used
for telecommunications purposes.


 


“Random  Access  Channel” (“RACH”) means an uplink
Control Channel used by the UT to request access to the network.


 


“Responsible  Officer” means any one of the
persons whose names, designations and addresses appear in Article 31, or their
nominees.


 


“Satellite “ or “Satellites” means the Primary
Satellite or the Spare Satellite.


 


“Satellite  Access  Station” (“SAS”)
means the INMARSAT Gateway Station which will coordinate with THURAYA AOC to
obtain satellite capacity, and allocate that capacity on a real time basis to
support PMC Services.


 


***


 


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***


 


“Spot  Beam” means a geographical area on the
earth surface within THURAYA Coverage Area over which the specified satellite
performance criteria are met (G/T, Isolation) and onto which the power from
THURAYA Satellite payload is focused.


 


“Subband(s)” means a contiguous segment of
bandwidth processed for beam-forming and frequency translation by THURAYA
Satellite payload.  Each Subband has a
fixed bandwidth of 156.25 KHz.  It is
mapped from an L band frequency slot to a C band frequency slot.


 


***


 


“THURAYA  System” or “System”
means  the
integrated geosynchronous mobile satellite telephone system to be provided by
THURAYA, comprising the Ground Segment, the Space Segment, and User Segment and
all other items necessary to provide functionality and performance of such
integrated geosynchronous mobile satellite telephone system.


 


“User  Terminals” (“UT”) means an INMARSAT mobile
earth station used in the mobile satellite service.


 


15

















 


ANNEX 2


 


TECHNICAL ANNEX


 


 


INMARSAT Early Entry

29th
June 2000


 


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***


 


28

















 


AMENDMENT AGREEMENT NO. 1


 


TO


 


AGREEMENT FOR LEASE OF CAPACITY ON THURAYA SATELLITE


 


BETWEEN


 


THURAYA SATELLITE TELECOMMUNICATIONS PRIVATE JOINT
STOCK COMPANY


 


AND


 


INMARSAT LIMITED


 

















 


Agreement for Lease of Capacity on Thuraya Satellite  - Amendment Agreement No 1


 


Amendment Agreement No. 1

To

Agreement
for Lease of Capacity on Thuraya Satellite


 


This Amendment to the Agreement for Lease of Capacity
on Thuraya Satellite is entered into on the latest date of signature hereto, by
and between :


 


(1) THURAYA Satellite Telecommunications Company, a
private joint stock company, incorporated in the United Arab Emirates, whose
principal office is at New Airport Road, 
P.O. Box 33344, Abu Dhabi, U.A.E, (“THURAYA”);


 


AND


 


(2) INMARSAT Limited, whose registered office is at 99
City Road, London, EC1Y 1AX, England, (“INMARSAT”),


 


Hereinafter referred to collectively as the
(“Parties”).


 


WITNESSETH:


 


WHEREAS, THURAYA and
INMARSAT have entered into an Agreement for Lease of Capacity on THURAYA
Satellite executed on *** (the “Agreement”), for the provision of capacity by
THURAYA on its Satellite to INMARSAT to enable INMARSAT to start offering INMARSAT
branded PMC Services within the THURAYA Coverage Area;


 


WHEREAS, ***


 


WHEREAS, INMARSAT wishes
to extend its Lease of Capacity on a monthly basis from expiration of the Lease
***


 


NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants contained herein, the Parties hereto
agree to amend the Agreement as follows:


 


1.             AMENDMENT:


 


Amend 
the following Articles as noted:


 


Duration of Lease  Article 7


 


Renumber the existing paragraph to “7.1”
and replace the last sentence with


 


1

















 


“Extension of
the term of the Lease shall be, as now mutually agreed by the Parties, ***


 


Insert the
following new paragraph 7.2


 


“7.2         Subject
to Article 7.1 and Article 8 as set out below, THURAYA hereby agrees to extend
the Agreement and to lease up to *** subbands of its Satellite capacity to
INMARSAT during the Lease Extension Period for the purpose of the continuing
provision by INMARSAT of its PMC Services.”


 


Technical and Operational 
Article 8


 


Renumber the existing paragraph to
“8.1”.  Insert the following new
paragraphs 8.2 to 8.4


 


“8.2         During the Lease Extension
Period the maximum number of subbands leased by INMARSAT shall not exceed
***.  INMARSAT shall be entitled to
lease the said subbands on a monthly basis ***


 


8.3           ***,
INMARSAT shall specify the number of subbands it requires for the first month
of the Lease Extension Period 
Thereafter, INMARSAT shall inform THURAYA of the number of subbands it
requires for each calendar month during the Lease Extension Period no later
than one (1) month prior to the commencement of that calendar month. The
minimum number of subbands leased by INMARSAT during the Lease Extension Period
shall not fall below *** subbands in any month. ***


 


8.4           INMARSAT undertakes to pay THURAYA *** to resolve the issue of excess power utilization.
 This shall be
payable within 30 days of receipt of an invoice from THURAYA which shall be
submitted upon execution of this Amendment Agreement. INMARSAT shall extend its
full support to THURAYA during the MLM meeting that will take place in the
period ***. INMARSAT support is required in order to obtain the required
spectrum for THURAYA services in the Far East. 
THURAYA acknowledges INMARSAT’s fiduciary responsibility to its
shareholders not to act contrary to its own interests in granting this support.”


 


Commercial  Article 26


 


Renumber the existing paragraph to
“26.1”.  Insert the following new
paragraphs 26.2 and 26.3


 


“26.2        In
consideration for THURAYA providing this lease extension, INMARSAT shall pay to
THURAYA a ‘Charge’ ***. THURAYA shall fully retain the charge of *** if
INMARSAT decides, for any reason, not to exercise the Lease Extension.  For the avoidance of doubt, if INMARSAT
decides not to utilize any subbands in the Lease Extension Period, THURAYA
shall retain *** charge regardless, and also if INMARSAT utilization is less
than *** worth of capacity, the minimum charge


 


2

















 


shall be
***.  *** charge shall be offset against
the *** of the monthly payments specified in Article 26.3 below. This charge
shall be payable within 30 days of a receipt of an invoice from THURAYA which
shall be submitted upon execution of this Amendment Agreement.  Should, for any reason, the capacity not be
available and Inmarsat has as a result not received subband usage up the value
of the charge of *** then THURAYA shall refund that portion of the charge that
has not been offset against the monthly payments.


 


26.3         The
monthly charge, for each of the subbands requested by INMARSAT in accordance
with Article 8 above, shall be ***. THURAYA will invoice INMARSAT monthly  starting the first week  of the month preceding the commencement of
the Lease Extension Period. Subband charges during the Lease Extension period
shall not be subject to discounts referred to in Annex 4.”


 


***


 


***


 


***


 


Legal  Article 41


 


Add the following sentence


 


“INMARSAT may at any time during the Lease
Extension Period, terminate this agreement upon one (1) calendar month’s
written notice in advance.  In such
event INMARSAT’s sole liability shall be to make payment for usage of the
subbands requested by INMARSAT in accordance with Articles 8 and 26 above up to
the date of termination.”


 


Annex 1: Glossary


 


Add the following terms:


 


***


 


“Lease Extension Period” means
the period *** during which time INMARSAT shall be entitled to lease subbands
on a monthly  basis.


 


***


 


3

















 


***


 


***


 


***


 


2.             SAVING
PROVISION:


 


              This
Amendment shall be an integral part of the Agreement. Except as expressly
provided herein, notwithstanding any words, implications or possible
interpretations to the contrary, all other terms and conditions of the
Agreement for Lease of Capacity on THURAYA Satellite, shall remain unchanged
and in full force and effect.


 


IN WITNESS WHEREOF, the Parties hereto
have executed this Amendment Agreement on the dates indicated below their
signatures.


 


 


	
  THURAYA

  	
  INMARSAT

  
	
   

  	
   

  
	
  By:

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Printed Name:

  	
  Printed Name: Eugene T. Jilg

  
	
   

  	
   

  
	
  Title:

  	
  Title: VP, Advanced Systems

  
	
   

  	
   

  
	
  Date:

  	
  Date:

  	
  3 November 2003

  	
   

  



 


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