Exhibit 10.10


 


LOAN AGREEMENT 2


 


THIS SECURITIES AGREEMENT is made on 29 December 2003


 


BETWEEN


 


(1)                                  GRAPEDRIVE LIMITED (Company number: 4886115)
whose registered office is at 10 Upper Bank Street, London E14 5JJ  (the “Holder”).


 


(1)                                  GRAPECLOSE LIMITED (Company number: 4886096)
whose registered office is at 10 Upper Bank Street, London E14 5JJ (the “Issuer”);
and


 


IT IS AGREED as follows:


 


1.                                      DEFINITIONS


 


“Applicable Rate” means 13.50% per annum or
such other rate as may be agreed from time to time by the Holder and Issuer;


 


“Completion Date”
has the meaning ascribed to it in the Shareholders Agreement;


 


“Principal Amount” means an amount equal to
the Subscription Price;


 


“Securities”
means the loan provided to the Issuer by the Holder reflected in this Agreement;


 


“Shareholders
Agreement” means the shareholders agreement dated on or about the
date of this Agreement between (inter alios)
the Holder, the Issuer, Lavenderview Limited, Duchessgrove Limited
and the Investors (each as defined therein);


 


“Subordinated
Preference Certificates” means the subordinated preference
certificates to be issued by Lavenderview Limited pursuant to the Shareholders
Agreement at an issue price calculated in accordance with clause 3.6 of the
Shareholders Agreement;


 


“Subordinated
Preference Certificate Instrument” means the instrument constituting
subordinated preference certificates to be issued by Lavenderview Limited
pursuant to the Shareholders Agreement; and


 


“Subscription Price”
means an amount in US$ equal to the aggregate amount subscribed for the
Subordinated Preference Certificates pursuant to clause 3.6 of the Shareholders
Agreement on the Completion Date.


 


2.                                      PURPOSE


 


The Subscription
Price paid by the Holder to the Issuer under this Agreement shall be
utilised by the Issuer solely for the purpose of enabling the Issuer to
purchase the whole of the issued and to be issued share capital of Inmarsat
Ventures plc and to meet costs relating thereto.


 

















 


3.                                      SUBSCRIPTION
PRICE


 


The Holder agrees that it shall pay the Subscription
Price to the Issuer in accordance with Clause 3 of the Shareholders Agreement.


 


4.                                      INTEREST


 


Unless otherwise agreed by the Issuer and the Holder,
interest shall accrue (but shall not be payable) on the Principal Amount
outstanding plus any compounded accrued interest at the Applicable Rate and
shall be calculated on the basis of a 365 day year and the number of days
elapsed.  Accrued interest shall
compound annually on 31 August each year.


 


5.                                      REPAYMENT


 


5.1                                 There is no date by which the
Securities must be repaid.  Repayment
may be made at any time at the option of the Issuer which, for the avoidance of
doubt, permits repayment where and to the extent that a redemption of the
Subordinated Preference Certificates would be permitted in accordance with the
Subordinated Preference Certificate Instrument except that repayment is not
permitted during the Certain Funds Period as defined in the senior facility
agreement dated 10 October 2003 between, among others, Duchessgrove Limited,
Barclays Capital, The Royal Bank of Scotland plc, Credit Suisse First Boston as
bookrunners and Barclays Bank plc as agent and security trustee.


 


5.2                                 Upon repayment of the
Securities the Holder shall be entitled to receive in cash from the Issuer an
amount equal to the Principal Amount and all accrued and unpaid interest (the “Outstanding Amount”).


 


6.                                      LIQUIDATION


 


6.1                                 Upon a liquidation or
winding-up of the Issuer of any nature, the Holder shall be entitled out of the
assets of the Issuer available for distribution (after satisfaction of the
rights of all other creditors of the Issuer) to an amount equal to the
Outstanding Amount at the date of such liquidation or winding up; and


 


6.2                                 For the avoidance of doubt,
the Holder shall not be entitled at any time to demand repayment of the
Securities nor to petition for the winding-up of the Issuer or commence other
insolvency proceedings against the Issuer, in each case on grounds of
non-repayment of the Securities, except (to the extent permitted by the Finance
Documents) when the Issuer has agreed to their repayment but has not made such
payment.


 


7.                                      PAYMENTS


 


Unless required by law and unless the Issuer and the
Holder agree otherwise, all payments made by the Issuer under this Agreement
shall be made free and clear of and without any deduction for or on account of
any tax, set-off or counterclaim.


 


8.                                      SUBORDINATION


 


The Holder agrees that its right to repayment of the
Outstanding Amount shall rank behind the rights of all other creditors of the
Issuer from time to time, and the Holder and the Issuer agree that their rights
under this Agreement are subject to the restrictions set


 


2

















 


out in the Finance Documents (such term as defined in
the Subordinated Preference Certificate Instrument dated on or about the date
of this Agreement).


 


9.                                      ASSIGNMENT


 


This Agreement is assignable by way of security.


 


10.                               THIRD PARTY
RIGHTS


 


A person who is not a party to this Agreement has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Agreement save as provided under the Finance Documents.


 


11.                               GOVERNING
LAW


 


This Agreement shall be governed by English Law.


 


12.                               COUNTERPARTS


 


This Agreement may be executed in a number of
counterparts each of which when executed and delivered is an original, but all
the counterparts together constitute the same documents.


 


AS WITNESS the hands of the duly authorised representatives of
the parties hereto the day and year first before written.


 


 


 


Signed by


 


 


/s/ RICHARD WILSON


 


 


for and on behalf of


GRAPEDRIVE LIMITED


 


 


 


Signed by:


 


 


/s/ RICHARD WILSON


 


 


for and on behalf of


GRAPECLOSE LIMITED


 


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