Exhibit
4.3


 


SUBORDINATED
INTERCOMPANY NOTE PROCEEDS LOAN PLEDGE AGREEMENT


 


dated as of
November 24, 2004


 


between


 


 


Inmarsat
Finance II plc


 


as Grantor


 


and


 


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


 





















 


TABLE OF
CONTENTS


 


	
  Section 1.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  GRANT OF SECURITY.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  SECURITY FOR OBLIGATIONS.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  REPRESENTATIONS AND WARRANTIES AND
  COVENANTS.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  INTEREST AND PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  ACCESS; RIGHT OF INSPECTION AND FURTHER
  ASSURANCES.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  TRUSTEE APPOINTED ATTORNEY-IN-FACT, IRREVOCABLE
  POWER OF ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  REMEDIES.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  TRUSTEE and
  secured parties.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  CONTINUING SECURITY INTEREST; TRANSFER OF
  SECURED OBLIGATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.

  	
  MISCELLANEOUS.

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
  GENERAL INFORMATION

  	
   

  
	
  SCHEDULE II

  	
  INVESTMENT RELATED
  PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  PLEDGE
  SUPPLEMENT

  	
   

  
				



 


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This PLEDGE
AGREEMENT, dated as of November 24, 2004 (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”), between the Inmarsat Finance
II plc, a public limited company incorporated under the laws of England and
Wales with registered number 5280523 (the “Grantor”),
and The Bank of New York, acting in its capacity as trustee and as agent under
the Indenture (as defined below) for the benefit of the holders of the Notes
issued thereunder, (the “Trustee”).


 


RECITALS:


 


WHEREAS,
reference is made to that certain Indenture, dated as of the date hereof (as it
may be amended, restated, supplemented or otherwise modified from time to time,
the “Indenture”), by and between
the Grantor, the Trustee and the Parent Guarantor (as defined therein).


 


WHEREAS,
in consideration of the purchase of Notes by the holders thereof pursuant to
the Indenture, the Grantor has agreed grant to pledge to the holders of the
Notes all its rights, title and interest under the Subordinated Intercompany
Notes Proceeds Loan Agreement (as defined below).


 


NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants
herein contained, the Grantor and the Trustee agree as follows:


 


Section 1.   DEFINITIONS


 


(a)   General
Definitions.  In this Agreement, the
following terms shall have the following meanings:


 


“Affiliate” means,
as applied to any Person, any other Person directly or indirectly controlling,
controlled by, or under common control with, that Person.  


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Authenticate”
means “authenticate” as defined in Article 9 of the UCC.


 


“Bankruptcy
Code” means Title 11 of the United States Code, as now and
hereafter in effect, or any successor statute.


 


“Cash
Proceeds” means all proceeds of any Collateral consisting of cash,
checks and other near-cash items.


 


“Closing
Date” means the Issue Date (as defined in the Indenture).


 


“Collateral”
means all of the Grantor’s right, title and interest in and under the
Pledged Debt and the Related Rights and all Proceeds of the foregoing.


 


“Default”
shall have the meaning given to that term in the Indenture.


 


“Documents”
means all “documents” as defined in Article 9 of the UCC.


 


“Event of
Default” shall have the meaning given to that term in the Indenture.


 


“Final Maturity Date” shall have the
meaning given to that term in the Subordinated Note Proceeds Intercompany
Funding Loan Agreement.


 





















 


“Indemnitee”
means the Trustee, its Affiliates and their respective officers, partners,
directors, trustees, employees, agents.


 


“Indenture”
shall have the meaning set forth in the preamble.


 


“Lien”
shall have the meaning given to that term in the Indenture.


 


“Note
Security Document” shall have the meaning given to that term in the
Indenture.


 


“Obligations”
shall have the meaning given to that term in the Indenture.


 


“Pledge
Supplement” means an agreement in substantially the form of Exhibit
A hereto.


 


“Parent
Guarantor” means Inmarsat Holdings Limited, a private limited
company incorporated in England and Wales with registered number 4917504.


 


“Person”
shall have the meaning given to that term in the Indenture.


 


“Pledged
Debt” means all indebtedness for borrowed money owed to the Grantor
by the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries, whether
or not evidenced by any instrument or promissory note, including, without
limitation, all indebtedness described on Schedule II hereto under
the heading “Pledged Debt” (as such Schedule may be amended or
supplemented from time to time in accordance with the terms hereto), all
monetary obligations owing to the Grantor by the Parent Guarantor or any of the
Parent Guarantor’s Subsidiaries, the instruments evidencing any of the
foregoing and all interest, cash, instruments and other property or Proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the foregoing.


 


“Proceeds”
means:  (i) all “proceeds” as defined in
Article 9 of the UCC and (ii) whatever is receivable or received when
Collateral or proceeds are sold, leased, licensed, exchanged, collected or
otherwise disposed of, whether such disposition is voluntary or involuntary.


 


“Record”
shall have the meaning specified in the UCC.


 


“Related
Rights” means: (i) all interest, indemnities, reimbursement and
other payments paid or payable under or in relation to the Pledged Debt; (ii)
all rights, moneys or property paid, payable or offered at any time under or in
relation to the Pledged Debt by way of redemption, substitution, exchange,
bonus, preference or otherwise; (iii) all property (real or personal) now or
hereafter assigned, pledged, hypothecated or otherwise securing the Pledged
Debt, (iv) all other rights under the Subordinated Intercompany Note Proceeds
Loan Agreement and (v) all Supporting Obligations with respect to the Pledged
Debt.


 


“Secured Obligations”
means all Obligations of the Grantor under the
Indenture, the Notes and this Agreement.


 


“Secured
Party” means the holders from time to time of any Secured
Obligations including, for the avoidance of doubt, the Trustee.


 


“State”
means a State of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands, or any territory or insular possession subject to
the jurisdiction of the United States. 


 


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“Subordinated
Intercompany Notes Proceeds Loan” shall have the meaning given to
that term in the Indenture.


 


“Subordinated
Intercompany Note Proceeds Loan Agreement” means the loan agreement
dated November 24, 2004 between Inmarsat Holdings Limited, as borrower, and the
Inmarsat Finance II plc, as lender, for the amount of the proceeds received by
the Inmarsat Finance II plc from the offering of its 103/8
% senior discount notes on November 24, 2004.


 


“Supporting
Obligations” has the meaning given in the UCC.


 


“Transaction
Documents” means the Indenture, the Notes, the Subordinated
Intercompany Note Proceeds Loan Agreement, the Security Priority Deed and this
Agreement.


 


“Trustee”
shall have the meaning set forth in the preamble.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State
of New York.


 


Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Indenture.


 


(b)   Definitions;
Interpretation.  


 


(i)            All
capitalized terms used herein (including the preamble and recitals hereto) and
not otherwise defined herein shall have the meanings ascribed thereto in the
Indenture or, if not defined therein, in the UCC.  


 


(ii)           With
respect to terms defined in more than one article of the UCC, unless otherwise
specified such terms shall have the meaning specified in Article 9 of the
UCC.  


 


(c)   Rules
of Construction.  
Unless the context otherwise requires:


 


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


 


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


 


(iii)          “or”
is not exclusive;


 


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


 


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


 


(vi)          provisions
apply to successive events and transactions.


 


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Section 2.   GRANT OF SECURITY.


 


(a)   The
Grantor hereby grants to the Trustee for the benefit of the Secured Parties a
first ranking security interest and continuing lien on all of such Grantor’s
right, title and interest in and under the Collateral.


 


Section 3.   SECURITY FOR OBLIGATIONS.


 


(a)   Security
for Obligations. 
This Agreement secures, and the Collateral is collateral security for,
the prompt and complete payment or performance in full when due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including the payment of amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Secured
Obligations.


 


(b)   Continuing
Liability under Collateral.  Notwithstanding anything herein to the
contrary, (i) the Grantor shall remain liable for all obligations under the
Collateral and nothing contained herein is intended or shall be a delegation of
duties to the Trustee or any Secured Party and (ii) the Grantor shall remain
liable under all agreements included in or related to the Collateral to perform
all of the obligations undertaken by it thereunder all in accordance with and
pursuant to the terms and provisions thereof and neither the Trustee nor any
Secured Party shall have any obligation or liability under any of such agreements
by reason of or arising out of this Agreement or any other document related
thereto nor shall the Trustee nor any Secured Party have any obligation to make
any inquiry as to the nature or sufficiency of any payment received by it or
have any obligation to take any action to collect or enforce any rights under
any agreement included in the Collateral, and (iii) the exercise by the Trustee
or any Secured Party of any of its rights hereunder shall not release the
Grantor from any of its duties or obligations under any agreement included in
or related to the Collateral.


 


Section 4.   REPRESENTATIONS AND WARRANTIES AND COVENANTS.


 


(a)   Generally.


 


(i)            Representations
and Warranties. 
The Grantor hereby represents and warrants, on the date hereof:


 


(1)           it owns the Collateral and will continue to own such
Collateral, in each case, free and clear of any and all Liens, rights or claims
of all other Persons, including, without limitation, Liens arising as a result
of such Grantor becoming bound (as a result of merger, consolidation,
combination or other amalgamation or otherwise) as debtor under a security
agreement, mortgage, charge or other similar agreement entered into by another
Person;


 


(2)           it has been duly organized as a public limited company
under the laws of England and Wales and is duly existing as such.  It has not filed any certificates of
domestication, transfer or continuance in any other jurisdiction;


 


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(3)           the execution and delivery of this Agreement by it and
the performance by it of its obligations under this Agreement are within its
corporate or other powers and have been duly authorized by all necessary
corporate or other action;


 


(4)           upon either (i) the possession of the Trustee, as
Secured Party, of the promissory note related to the Subordinated Intercompany
Note Proceeds Loan or (ii) the filing of a Form 395 with the Registrar of
Companies in England and Wales naming the Trustee as Secured Party and the
filing of a UCC financing statement, naming the Grantor as debtor and the Trustee
and holders of Notes as secured parties, and describing the Collateral in the
filing offices set forth opposite such Grantor’s name on Schedule I(e)
hereof (as such Schedule may be amended or supplemented from time to time)
and any other filings specified by, and delivered to, the Trustee by the
Grantor, the security interest granted to the Secured Parties hereunder
constitutes a valid and perfected first priority Lien;


 


(5)           other than the Form 395 and the UCC financing
statements referred to above in clause (4), no other Form 395, effective UCC
financing statement, fixture filing or other similar filing under any
applicable law covering all or any part of the Collateral is on file in any
filing or recording office;


 


(6)           no authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for either (i) the pledge or grant by the Grantor of the Liens
purported to be created in favor of the Secured Parties hereunder or (ii) the
exercise by the Secured Parties of any rights or remedies in respect of any
Collateral (whether specifically granted or created hereunder or created or
provided for by applicable law), except for the filings contemplated by clause (4)
above;


 


(7)           all actions and consents, including all filings,
notices, registrations and recordings necessary or desirable for the exercise
by the Secured Parties of the voting and other rights provided for in this
Agreement and the exercise of remedies in respect of the Collateral have been
made or obtained;


 


(8)           it owns the Collateral purported to be owned by it or
otherwise; 


 


(9)           it has indicated on Schedule I(a) hereto (as such
Schedule may be amended or supplemented from time to time):  (w) the type of organization of such Grantor,
(x) the jurisdiction of organization of such Grantor, (y) its organizational
identification number, if any, and (z) the jurisdiction where the chief
executive office or its sole place of business is, and since incorporation has
been, located; 


 


(10)         the full legal name of such Grantor is as set forth on
Schedule I(a) and it has not done since incorporation, and does not do,
business under any other name (including any trade-name or fictitious business
name) except for those names set forth on Schedule I(B) (as such
Schedule may be amended or supplemented from time to time);


 


(11)         except as provided on Schedule I(c), it has not
changed its name, jurisdiction of organization, chief executive office or sole
place of business or its corporate structure in any way (e.g. by merger,
consolidation, change in corporate form or otherwise) since incorporation;


 


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(12)         such Grantor has not since incorporation become bound
(whether as a result of merger or otherwise) as debtor under a security
agreement entered into by another Person, which has not heretofore been
terminated; and


 


(13)         all information supplied by the Grantor with respect
to any of the Collateral (in each case taken as a whole with respect to any
particular Collateral) is accurate and complete in all material respects.


 


(ii)           Covenants
and Agreements. 
The Grantor hereby covenants and agrees that:


 


(1)           except for Liens permitted to be incurred pursuant to
the Indenture and by this Agreement, it shall not create or suffer to exist any
Lien upon or with respect to any of the Collateral, and such Grantor shall
defend the Collateral against all Persons at any time claiming any interest
therein;


 


(2)           without limiting any prohibitions or restrictions on
mergers, consolidations, combinations and other amalgamations in the Indenture,
it shall not change its name, identity, corporate structure (e.g. by merger, consolidation, combination
or other amalgamation, change in corporate form or otherwise), sole place of
business, chief executive office, type of organization or jurisdiction of
organization or establish any trade names unless it shall have:  (a) notified the Trustee in writing at least
thirty (30) days prior to any such change or establishment, identifying such
new proposed name, identity, corporate structure, sole place of business, chief
executive office, jurisdiction of organization or trade name and providing such
other information in connection therewith as the Trustee may reasonably request
and (b) taken all actions necessary or advisable to maintain the continuous
validity, perfection and the same or better priority of the security interest
of the Secured Parties in the Collateral granted or intended to be granted and
agreed to hereby, which in the case of any merger, consolidation, combination,
amalgamation or other change in corporate structure shall include, without
limitation, executing and delivering to the Trustee a completed Pledge
Supplement, substantially in the form of Annex A attached hereto, upon
completion of such merger, consolidation, combination, amalgamation or other
change in corporate structure confirming the grant of the security interest
hereunder; 


 


(3)           it shall not take or permit any action which could impair
the Secured Parties’ rights in the Collateral; and


 


(4)           it shall not sell, transfer or
assign (by operation of law or otherwise) any Collateral. 


 


(b)   Pledged Debt


 


(i)            Representations
and Warranties. 
The Grantor hereby represents and warrants, on the date hereof, that
Schedule II hereto (as such Schedule may be amended or supplemented
from time to time in accordance with the terms hereof) sets forth all of the
Pledged Debt owned by the Grantor, and all of such Pledged Debt has been duly authorized,
authenticated or issued, and delivered and is the legal, valid and binding
obligation of the issuers/borrowers thereof and is not in default and
constitutes all of the issued and outstanding inter-company indebtedness
evidenced by an instrument or certificated security of the respective issuers
thereof owing to such Grantor;


 


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(ii)           Covenants
and Agreements.  


 


(1)           The Grantor hereby covenants and agrees that it shall
notify the Trustee of any default under any Pledged Debt. 


 


(2)           In the event it acquires rights in any Pledged Debt
after the date hereof, the Grantor shall deliver to the Secured Parties a
completed Pledge Supplement, substantially in the form of Annex A
attached hereto, together with all Supplements to Schedules thereto, reflecting
such new Pledged Debt and all other Pledged Debt.  Notwithstanding the foregoing, it is
understood and agreed that the security interest of the Secured Parties shall
attach to all Pledged Debt immediately upon the Grantor’s acquisition of rights therein and shall
not be affected by the failure of the Grantor to deliver a supplement to Schedule II
as required hereby.


 


(iii)          Delivery
and Control.   The Grantor
agrees that with respect to any Pledged Debt in which it currently has rights
it shall comply with the provisions of this subsection (iii) on or before the
date hereof and with respect to any Pledged Debt hereafter acquired by it it
shall comply with the provisions of this subsection (iii) immediately upon
acquiring rights therein, in each case in form and substance satisfactory to
the Secured Parties.  With respect to any
Pledged Debt that is represented by a certificate or that is an “instrument” it
shall cause such certificate or instrument to be delivered to the Secured
Parties, duly indorsed in blank by an “effective indorsement” (as defined in
Section 8-107 of the UCC), regardless of whether such certificate or
instrument constitutes a “certificated security” for purposes of the UCC.  If any issuer of any Pledged Debt is located
in a jurisdiction outside of the United States, the Grantor shall take such additional actions, including,
without limitation, causing the issuer to register the pledge on its books and
records or making such filings or recordings, in each case as may be necessary
or advisable,  under the laws of such
issuer’s jurisdiction to insure the validity, perfection and priority of the
security interest of the Secured Parties. 
Upon the occurrence of a Default or an Event of Default, the Secured Parties
shall have the right, without notice to the Grantor, to transfer all or any
portion of Pledged Debt to its name or the name of its nominee or agent.  In addition, the Secured Parties shall have
the right at any time, without notice to the Grantor, to exchange any
certificates or instruments representing any Pledged Debt for certificates or
instruments of smaller or larger denominations. 



 


Section 5.   INTEREST AND
PAYMENTS


 


(a)   So
long as no Default or Event of Default shall have occurred and be continuing,
the Secured Parties authorize the Grantor to receive all interest and other
payments made upon or with respect to the Pledged Debt;


 


(b)   Upon
the occurrence and during the continuation of a Default or an Event of Default,
all rights of the Grantor to receive interest and other payments made upon or
with respect to the Pledged Debt will cease and such interest and other
payments will be paid to the Trustee (or as the Trustee directs).


 


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Section 6.   ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES.


 


(a)   Access;
Right of Inspection.  The
Secured Parties shall at all times have full and free access during normal
business hours to all the books, correspondence and records of the Grantor, and the Secured Parties and their representatives
may examine the same, take extracts therefrom and make photocopies thereof, and
the Grantor agrees
to render to the Secured Parties, at the Grantor’s cost and expense, such
clerical and other assistance as may be reasonably requested with regard
thereto.  


 


(b)   Further Assurances.


 


(i)            The Grantor agrees that from time to time, at its expense, that
it shall promptly Authenticate, execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable, or
that the Secured Parties may reasonably request, in order to create and/or
maintain the validity, perfection or priority of and protect any security
interest granted or purported to be granted hereby or to enable the Secured
Parties to exercise and enforce their rights and remedies hereunder with
respect to any Collateral.  Without
limiting the generality of the foregoing, the Grantor shall:


 


(1)           file such financing or continuation statements, or
amendments thereto, and execute and deliver such other agreements, instruments,
endorsements, powers of attorney or notices, as may be necessary or desirable,
or as the Secured Parties may reasonably request, in order to perfect and
preserve the security interests granted or purported to be granted hereby;


 


(2)           at the Secured Parties’ request, appear in and defend
any action or proceeding that may affect such Grantor’s title to or the
Secured Parties’ security interest in all or any part of the Collateral.  


 


(ii)           The
Grantor hereby authorizes the filing of any financing statements or
continuation statements, and amendments to financing statements, or any similar
document in any jurisdictions and with any filing offices as the Secured
Parties may determine, in their sole discretion, are necessary or advisable to
perfect or otherwise protect the security interest granted to the Secured
Parties herein.  The Grantor shall
furnish to the Secured Parties from time to time statements and schedules
further identifying and describing the Collateral and such other reports in
connection with the Collateral as the Secured Parties may reasonably request,
all in reasonable detail.


 


Section 7.   TRUSTEE APPOINTED ATTORNEY-IN-FACT, IRREVOCABLE POWER OF
ATTORNEY.  


 


The Grantor hereby irrevocably appoints the
Secured Parties (such appointment being coupled with an interest) as the
Grantor’s attorney-in-fact, with full authority in the place and stead of such
Grantor and in the name of such Grantor, the Secured Parties or otherwise, from
time to time in the Secured Parties’ discretion to take any action and to
execute any instrument that the Secured Parties may deem reasonably necessary
or advisable to accomplish the purposes of this agreement, including, without
limitation, the following:  


 


(i)            upon
the occurrence and during the continuance of any Default or Event of Default,
to ask for, demand, collect, sue for, recover, compound, receive and give
acquittance and receipts for moneys due and to become due under or in respect
of any of the Collateral;


 


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(ii)           upon
the occurrence and during the continuance of any Default or Event of Default,
to file any claims or take any action or institute any proceedings that the
Secured Parties may deem necessary or desirable for the collection of any of
the Collateral or otherwise to enforce the rights of the Secured Parties with
respect to any of the Collateral; and


 


(iii)          generally
to sell, transfer, lease, license, pledge, make any agreement with respect to
or otherwise deal with any of the Collateral as fully and completely as though
the Secured Parties were the absolute owner thereof for all purposes, and to
do, at the Secured Parties’ option and the Grantor’s expense, at any time or
from time to time, all acts and things that the Secured Parties deem reasonably
necessary to protect, preserve or realize upon the Collateral and the Secured
Parties’ security interest therein in order to effect the intent of this
Agreement, all as fully and effectively as such Grantor might do.


 


Section 8.   REMEDIES.


 


(a)   Generally.


 


(i)            If
any Default or Event of Default shall have occurred and be continuing, the
Secured Parties may exercise in respect of the Collateral, in addition to all
other rights and remedies provided for herein or otherwise available to it at
law or in equity, all the rights and remedies of the Secured Parties on default
under the UCC (whether or not the UCC applies to the affected Collateral) to
collect, enforce or satisfy any Secured Obligations then owing, whether by
acceleration or otherwise, and also may, without notice except as specified
below or under the UCC, sell, assign, lease, license (on an exclusive or
nonexclusive basis) or otherwise dispose of the Collateral or any part thereof
in one or more parcels at public or private sale, at any of the Secured Parties’
offices or elsewhere, for cash, on credit or for future delivery, at such time
or times and at such price or prices and upon such other terms as the Secured
Parties may deem commercially reasonable. 


 


(ii)           The
Secured Parties may sell the Collateral without giving any warranties as to the
Collateral.  The Secured Parties may
specifically disclaim or modify any warranties of title or the like.  This procedure will not be considered to
adversely effect the commercial reasonableness of any sale of the Collateral.


 


(iii)          The
Secured Parties shall have no obligation to marshall any of the Collateral. 


 


(iv)          The
Secured Parties shall have the right to notify, or require the Grantor to notify, any obligors with respect to amounts due
or to become due to such Grantor in respect of the Collateral, of the existence
of the security interest created herein, to direct such obligors to make
payment of all such amounts directly to the Secured Parties, and, upon such
notification and at the expense of such Grantor, to enforce collection of any
such amounts and to adjust, settle or compromise the amount or payment thereof,
in the same manner and to the same extent as such Grantor might have done;


 


(v)           All
amounts and proceeds (including checks and other instruments) received by the Grantor in respect of amounts due to the Grantor in respect
of the Collateral or any portion thereof shall be received in trust for the
benefit of the Secured Parties hereunder, shall be segregated from other funds
of the Grantor and shall be forthwith paid over or delivered to the


 


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Trustee in the same
form as so received (with any necessary endorsement) to be held as cash
Collateral and applied as provided by subsection (b) below; and


 


(vi)          The
Grantor shall not adjust, settle or compromise the amount or payment of any
such amount or release wholly or partly any obligor with respect thereto or
allow any credit or discount thereon. 


 


(b)   Application
of Proceeds. 
Except as expressly provided elsewhere in this Agreement, all proceeds
received by the Secured Parties in respect of any sale, any collection from, or
other realization upon all or any part of the Collateral shall be applied in
full or in part by the Secured Parties against, the Secured Obligations in the
following order of priority:  first, to
the payment of all costs and expenses of such sale, collection or other
realization, including reasonable compensation to the Trustee and its agents
and counsel, and all other expenses, liabilities and advances made or incurred
by the Trustee in connection therewith, and all amounts for which the Trustee
is entitled to indemnification hereunder (in its capacity as the Trustee) and
to the payment of all costs and expenses paid or incurred by the Secured
Parties in connection with the exercise of any right or remedy hereunder, all
in accordance with the terms hereof or thereof; second, to the extent of any
excess of such proceeds, to the payment of all other Secured Obligations for
the ratable benefit of each Secured Party; and third, to the extent of any
excess of such proceeds, to the payment to or upon the order of the Grantor or
to whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.


 


(c)   Release
of Collateral.  If the Trustee is satisfied that all
the Secured Obligations have been irrevocably paid in full and that all
facilities which might give rise to Secured Obligations have terminated, the
Trustee shall at the request and cost of the Grantor release, reassign or
discharge (as appropriate) the Collateral.


 


Section 9.   TRUSTEE and secured parties;
STANDARD OF CARE; TRUSTEE MAY PERFORM.


 


The Trustee has been appointed to act as Trustee
and to exercise every power granted to the Secured Parties hereunder by each
Secured Party either pursuant to the Indenture or by the Secured Parties’
acceptance of the benefits hereof and thereof. 
In furtherance of the foregoing, each Secured Party, by its acceptance
of a Note and the benefits hereof, agrees that, subject to the last sentence of
this paragraph, it shall have no right individually to realize upon any of the
Collateral hereunder, it being understood and agreed by such Secured Party that
all rights and remedies hereunder may be exercised solely by the Trustee for
the benefit of each Secured Party in accordance with the terms of this
Section.  The Trustee shall be obligated,
and shall have the right hereunder, to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from
taking each and every action (including, without limitation, the release or
substitution of Collateral) that the Secured Parties are entitled to take
hereunder, in each case,  in accordance
with this Agreement and the Indenture. 
Notwithstanding the foregoing, the Secured Parties may take the actions
set out in Section 6.06 of the Indenture under the circumstances set out
therein.


 


The powers conferred on the Trustee hereunder
are solely to protect its interest in the Collateral and the interests of the
Secured Parties and shall not impose any duty upon it to exercise any such
powers.  Except for the exercise of
reasonable care in the custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Trustee shall have
no duty as to any Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
Collateral.  The Trustee shall be deemed
to have exercised reasonable care in the


 


10





















 


custody and preservation of Collateral in its possession if it uses the
same degree of care and skill as a prudent Person would exercise or use under
the circumstances in the conduct of such Person’s affairs.  Neither the Trustee nor any of its directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon all or any part of the Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of the Grantor or otherwise. 
If the Grantor fails to perform any agreement contained herein, the
Trustee may itself perform, or cause performance of, such agreement, and the
expenses of the Trustee incurred in connection therewith shall be payable by
the Grantor and pending such
payment shall be included in the obligations secured hereby.


 


The Trustee may resign hereunder in writing
at any time by giving thirty (30) days’ prior written notice thereof to each
Secured Party and the Grantor, and the Trustee may be removed at any time with
or without cause by an instrument or concurrent instruments in writing
delivered to the Grantor and the Trustee and signed by Noteholders holding more
than 50% of the Secured Obligations (the “Requisite
Parties”).  Upon any such
notice of resignation or any such removal, the Requisite Parties shall have the
right, upon five (5) Business Days’ notice to the Trustee, following receipt of
the Grantor’s consent (which shall
not be unreasonable withheld or delayed and which shall not be required while
an Event of Default exists), to appoint a successor Trustee.  After any retiring or removed Trustee’s
resignation or removal hereunder, the provisions of this Agreement shall inure
to its benefit as to any actions taken or omitted to be taken by it under this
Agreement while it was the Trustee hereunder.


 


Section 10.   CONTINUING SECURITY INTEREST;
TRANSFER OF SECURED OBLIGATIONS


 


This Agreement shall create a continuing
security interest in the Collateral and shall remain in full force and effect
until the full and final payment and performance of all Obligations of the
Grantor under the Indenture, the Notes and the Guarantee, be binding upon the
Grantor, its successors and assigns, and inure, together with the rights and
remedies of the Secured Parties hereunder, to the benefit of the Secured
Parties and its successors, transferees and assigns.  Without limiting the generality of the
foregoing, each Secured Party may assign or otherwise transfer any Secured
Obligations held by it to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to the
Secured Party herein or otherwise.  Upon
the full and final payment and performance of all Obligations of the Grantor
under the Indenture, the Notes and the Guarantee, the security interest granted
hereby shall terminate hereunder and of record and all rights to the Collateral
shall revert to Grantor.  Upon any such
termination the Secured Parties shall, at Grantor’s expense, execute and deliver to Grantor such documents as Grantor shall reasonably
request to evidence such termination. 


 


Section
11.   MISCELLANEOUS.


 


(a)   Notices.  Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given to a Grantor or the Secured Parties, shall be sent to the following
addresses: 


 


To the Grantor:


Inmarsat Finance II plc


99 City Road


London, EC1Y 1AX


 


11





















 


United Kingdom


 


Attention: Company Secretary


 


To the Secured Parties:


The Bank of New York


One Canada Square


London, E14 5AL


United Kingdom


 


Attention: Corporate Trust Administration


 


(i)            Any communication to be made under or
in connection with this Agreement, including any Delivery Notice, shall be made
in writing and, unless otherwise stated, may be made by fax or letter.  


 


(ii)           Any communication or document made or
delivered by one Party to another under or in connection with this Agreement
will only be effective:


 


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


 


(2)           if by way of letter, when it has been left at the
relevant address or five (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 Section 11(a) (Notices),
if addressed to that department or officer.


 


(b)   English language


 


(i)            Any notice given under or in
connection with this Agreement must be in English.


 


(ii)           All other documents provided under or
in connection with this Agreement must be:


 


(1)           in
English; or


 


(2)           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.


 


(c)   Amendments
and Waivers.  


 


(i)            Trustee’s
Consent.  No
amendment, modification, termination or waiver of any provision of this
Agreement, or consent to any departure by the Grantor therefrom, shall in any
event be effective without the written concurrence of the Trustee.


 


12





















 


(ii)           No
Waiver; Remedies Cumulative.  No failure or delay on the part of the
Secured Parties in the exercise of any power, right or privilege hereunder or
under any other Transaction Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other power,
right or privilege.  All rights, powers
and remedies existing under this Agreement and the other Transaction Documents
are cumulative, and not exclusive of, any rights or remedies otherwise
available. Any forbearance or failure to exercise, and any delay in exercising,
any right, power or remedy hereunder shall not impair any such right, power or
remedy or be construed to be a waiver thereof, nor shall it preclude the
further exercise of any such right, power or remedy.


 


(d)   Successors
and Assigns.  The
Grantor shall not without the prior written consent of the Trustee, assign any
right, duty or obligation hereunder. 
Subject to the foregoing, this Agreement shall be binding upon the
parties hereto and their respective successors and assigns.


 


(e)   Independence
of Covenants.  All
covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists.


 


(f)   Survival
of Representations, Warranties and Agreements.  All representations, warranties and
agreements made herein shall survive the execution and delivery hereof.


 


(g)   Marshaling;
Payments Set Aside.  The
Secured Parties shall not be under any obligation to marshal any assets in
favor of the Grantor or any other Person or against or in payment of any or all
of the Secured Obligations.  


 


(h)   Severability.  In case any provision in or obligation
hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.


 


(i)   Headings.  Section headings herein are included
herein for convenience of reference only and shall not constitute a part hereof
for any other purpose or be given any substantive effect.


 


(j)   APPLICABLE
LAW.  THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
AGREEMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


(k)   CONSENT
TO JURISDICTION.  ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST THE GRANTOR ARISING OUT OF OR RELATING
HERETO OR ARISING UNDER THE U.S. FEDERAL OR STATE SECURITIES LAWS OR ANY OF THE
OBLIGATIONS THEREUNDER MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT,
THE GRANTOR, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY
ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE
OF SUCH COURTS;  WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS; AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH


 


13





















 


PROCEEDING IN ANY SUCH COURT MAY BE MADE AS SET OUT IN SECTION 11(L)
BELOW BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE
APPLICABLE GRANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION
11(A);  AGREES THAT SUCH SERVICE IS
SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE GRANTOR IN ANY
SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
BINDING SERVICE IN EVERY RESPECT; AND AGREES TRUSTEE RETAINS THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST
THE GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION.  


 


(l)   Service
of Process in New York.  The Grantor hereby acknowledges and agrees
that it has, by separate letter agreement, irrevocably appointed CT
Corporation, as its authorized agent upon which process may be served in any
suit or proceeding against it arising out of or relating to this Agreement or
arising under the U.S. federal or state securities laws and arising out of,
related to or based upon the transactions contemplated by this Agreement, and
agrees that service of process upon such agent, and written notice of said
service to it, by the person serving the same to the address provided above,
shall be deemed in every respect effective service of process upon it in any
such suit or proceeding.  The Grantor
agrees to take any and all action as may be necessary to maintain such
designation and appointment of such agent in full force and effect until the
Final Maturity Date (or earlier, if the Subordinated Intercompany Notes Proceeds Loan
is prepaid in full).


 


(m)   WAIVER
OF JURY TRIAL. 
EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER
OR ARISING UNDER THE U.S. FEDERAL OR STATE SECURITIES LAWS OR UNDER ANY OF THE
OTHER TRANSACTION DOCUMENTS.  THE SCOPE
OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. 
EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON
THIS WAIVER IN ITS RELATED FUTURE DEALINGS. 
EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11(M) AND EXECUTED BY EACH
OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO.  IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.  


 


(n)   Foreign
Judgment Currency.  If any Secured Party suffers or
incurs a loss, cost, liability or expense due to:


 


(i)            it receiving an amount in respect of
the Grantor’s liability under this Agreement; or


 


(ii)           such a liability being converted into
claim, proof, judgment, order or award,


 


14





















 


in a currency differing from that in which the amount is expressed to
be payable under this Agreement, the Grantor shall, as an independent
obligation, indemnify the Secured Party against that loss, cost, liability or
expense within three (3) Business Days of demand.


 


(o)   Value Added Tax


 


All
consideration expressed to be payable under this Agreement or any Secured
Document by any party thereto to any Receiver, Delegate or any Administrator
shall be deemed to be exclusive of any VAT. 
If VAT is chargeable on any supply made by any Receiver, Delegate or any
Administrator to any party in connection with any Secured Document or this
Agreement, that party shall pay to the Receiver, Delegate or Administrator (in
addition to and at the same time as paying the consideration) an amount equal
to the amount of the VAT.


 


(p)   Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one and
the same instrument.


 


(q)   Effectiveness.  This Agreement shall become effective upon
the execution of a counterpart hereof by each of the parties hereto and receipt
by Grantor and
the Trustee of written or telephonic notification of such execution and
authorization of delivery thereof. 


 


 


(Signature Page Follows.)


 


15





















 


IN WITNESS WHEREOF,
the Grantor and the Trustee have
caused this Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.


 


	
   

  	
  INMARSAT FINANCE II PLC

  
	
   

  	
  as the
  Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison
  Horrocks

  
	
   

  	
   

  	
  Title:
  Company Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  as the
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ DANIEL WYNNE

  	
   

  
	
   

  	
   

  	
  Name: Daniel Wynne

  
	
   

  	
   

  	
  Title: Vice President

  



 





















 


SCHEDULE I


TO PLEDGE AGREEMENT


 


GENERAL
INFORMATION


 


(a)                                  Full Legal Name, Type of Organization, Jurisdiction of
Organization, Chief Executive Office/Sole Place of Business (or Residence if
Grantor is a Natural Person) and Organizational Identification Number of each
Grantor:


 


	
  Full
  Legal Name

  	
   

  	
  Type of

  Organization

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Chief Executive

  Office/Sole Place

  of Business

  	
   

  	
  Organization I.D.#

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inmarsat Finance II plc

  	
   

  	
  Public Limited Company

  	
   

  	
  England and Wales

  	
   

  	
  99 City Road,

  London, EC1Y

  1AX, United

  Kingdom

  	
   

  	
  5280523

  	
   

  



 


(b)           Other Names (including any Trade-Name or Fictitious
Business Name) under which each Grantor has conducted business since
incorporation:


 


	
  Name
  of Grantor

  	
   

  	
  Description of Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  n/a

  	
   

  	
  n/a

  	
   

  



 


(c)           Changes in Name, Jurisdiction of Organization, Chief
Executive Office or Sole Place of Business and Corporate Structure since
incorporation:


 


	
  Full
  Legal Name

  	
   

  	
  Trade Name or Fictitious Business Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Inmarsat
  Finance II plc

  	
   

  	
  n/a

  	
   

  



 


(d)           Agreements pursuant to which any Grantor is found as
debtor since incorporation:


 


	
  Name
  of Grantor

  	
   

  	
  Date of Agreement

  	
   

  	
  Description of Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inmarsat
  Finance II plc

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  



 


(e)           Financing Statements:


 


	
  Name
  of Grantor

  	
   

  	
  Filing Jurisdiction(s)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Inmarsat
  Finance II plc

  	
   

  	
  Washington D.C.

  	
   

  



 


S-II-1





















 


SCHEDULE II


TO PLEDGE AGREEMENT


 


PLEDGED DEBT


 


 


	
  Payee

  	
   

  	
  Maker

  	
   

  	
  Original

  Principal

  Amount

  	
   

  	
  Outstanding

  Principal

  Balance

  	
   

  	
  Issue Date

  	
   

  	
  Title

  	
   

  	
  Maturity

  Date

  	
   

  
	
  Inmarsat Finance II plc

  	
   

  	
  Inmarsat Holdings Limited

  	
   

  	
  $

  	
  301,023,000

  	
   

  	
  $

  	
  301,023,000

  	
   

  	
  November 24, 2004

  	
   

  	
  Subordinated Intercompany Note Proceeds
  Loan Note

  	
   

  	
  November 15, 2012

  	
   

  
																



 


S-II-2





















 


EXHIBIT A


 


PLEDGE
SUPPLEMENT


 


This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR OR GRANTORS] a [NAME OF JURISDICTION OF ORGANIZATION]  [Corporation] (the “Grantor”) pursuant to
the Pledge Agreement, dated as of November 24, 2004 (as it may be from time to
time amended, restated, modified or supplemented, the “Pledge Agreement”),
among Inmarsat Finance II plc, and The Bank of New York, as trustee.  Capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed thereto in the Pledge
Agreement.  


 


The Grantor
hereby confirms the grant to the Secured Parties set forth in the Pledge
Agreement of, and does hereby grant to the Secured Parties, a security interest
in all of such Grantor’s right, title and interest in and to all
Collateral including, without limitation, that specified on the Schedule
attached hereto and agrees that such attached schedule shall supplement and
become a part of Schedule II to the Pledge Agreement.  Grantor represents and warrants that the
attached Schedule is a true and correct list of all Collateral in which it has
rights and that it has complied with all provisions of the Pledge Agreement
relating thereto and that the Secured Parties has a valid, perfected first
priority security interest therein.   


 


IN WITNESS
WHEREOF, the Grantor
has caused this Pledge Supplement to be duly executed and delivered by its duly
authorized officer as of [mm/dd/yy].


 


	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: