Exhibit 4.4


 


SUBORDINATED
INTERCOMPANY NOTE PROCEEDS LOAN AGREEMENT


 


 


dated
as of November 24, 2004


 


between


 


 


Inmarsat
Finance II plc


 


as
Lender


 


and


 


Inmarsat
Holdings Limited


 


as
Borrower


 


 





London


 


99 Bishopsgate


London EC2M 3XF


(44) 020 7710 1000
(Tel)


(44) 020 7374 4460
(Fax)


www.lw.com


 





















 


TABLE
OF CONTENTS


 


	
  Section 1.

  	
  Interpretation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Rules
  of Construction.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
  The
  Subordinated Intercompany Note Proceeds Loan

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Purpose

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Interest
  and Increased Costs

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Maturity,
  Prepayment and Repayment

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Payments

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Modification
  and Waiver

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Exercise
  of Rights

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.

  	
  Subordination

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.

  	
  Events
  of Default

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 12.

  	
  Miscellaneous

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  KEY
  COMPANIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  FORM
  OF SUBORDINATED INTERCOMPANY NOTE PROCEEDS LOAN NOTE

  	
   

  	
   

  



 


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This AGREEMENT is
dated as of November 24, 2004 (the “Agreement”)
between INMARSAT FINANCE II PLC,
a public limited company incorporated in England and Wales with registered
number 5280523 (the “Lender”) and INMARSAT HOLDINGS LIMITED, a limited
company incorporated in England and Wales with registered number 4917504 (the “Borrower”).


 


RECITALS:


 


WHEREAS, reference is made to that certain
Indenture, dated November 24, 2004 (as it may be amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), by and between the Lender, as
issuer, the Trustee and the Parent Guarantor (as defined therein).


 


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


 


Section 1.              Interpretation


 


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


 


“Additional Interest” shall have the meaning given to that
term in the Registration Rights Agreement.


 


“Event of Default” shall have the meaning given to that term
in Section 11(a) hereof.


 


“Final Maturity Date” shall have the meaning given to that
term in Section 6(a) hereof.


 


“Insolvency Event” means any of the
following:


 


(a)           A Key
Company is unable or admits in writing its inability to pay its debts as they
fall due, suspends, or threatens to suspend, making payments on all or any
class of its debts or, by reason of actual financial difficulties, commences
negotiations with one or more classes of its creditors with a view to
rescheduling any of its indebtedness;


 


(b)           A moratorium
is declared in respect of any indebtedness of any Key Company;


 


(c)           Any
corporate action, legal proceedings or other procedure or step is taken in
relation to:


 


(i)            the suspension of
payments, a moratorium of any indebtedness, winding-up, dissolution,
administration or reorganization (by way of voluntary arrangement, scheme of
arrangement or otherwise) of any Key Company;


 


(ii)           a composition,
assignment or arrangement with any creditor of any Key Company;


 


(iii)          the appointment of
a liquidator, receiver, administrator, administrative receiver, compulsory
manager or other similar officer in respect of any Key Company or any of its
assets; or


 


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(iv)          the enforcement of
any Security over any assets of any Key Company; or


 


(v)           any analogous procedure
or step is taken in any jurisdiction.


 


(d)           Paragraph
(c) shall not apply to:


 


(i)            any legal
proceedings or other procedure which is part of a solvent reorganization
permitted under the Indenture; or


 


(ii)           proceedings for or
presentation of a petition or application for winding-up, which are frivolous
or vexatious and where the proceedings are dismissed, stayed or discharged
within 21 days of commencement and in any event prior to the advertisement of
such proceedings.


 


“Key Company” means each of the companies
listed on Schedule A hereto together with any other “Key Company” within
the meaning of the Senior Credit Agreement (as in effect on November 24,
2004).


 


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


 


“Senior Credit Agreement” means the $975
million facility agreement among Credit Suisse First Boston, Barclays Bank PLC,
The Royal Bank of Scotland, Inmarsat Investments Limited and others, and
entered into on or around October 10, 2003, as amended from time to time.


 


“Senior Debt” means all Obligations of the
Parent Guarantor under the Indenture and its Guarantee of the Notes.


 


“Senior Discount Notes” means the
$450,000,000 principal amount at maturity of 10.375% Senior Discount Notes due
2012 issued by the Lender on the date hereof pursuant to the Indenture.


 


“Subordinated Intercompany  Note
Proceeds Loan Document”
means this agreement, the Subordinated Intercompany Note Proceeds Loan Note and
any other document entered into in connection herewith and designated a “Subordinated
Intercompany Note Proceeds Loan Document” by the Lender and the Borrower.


 


“Subordinated Intercompany Note Proceeds Loan” shall have the
meaning given to that term in Section 3(a) hereof.


 


“Subordinated Intercompany  Note
Proceeds Loan Note” shall have the meaning given to that term in Section 3(b)
hereof.


 


“Subordinated Intercompany Note Proceeds Loan Pledge Agreement” means the pledge of this
Agreement (and the Lender’s rights hereunder) by the Lender to the Trustee
pursuant to the Pledge Agreement, dated November 24, 2004 (as amended,
restated, modified or supplemented from time to time), between the Lender and
the Trustee.


 


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


 


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Section 2.              Rules
of Construction.


 


Unless
the context otherwise requires:


 


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


 


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


 


(c)           “or” is not
exclusive;


 


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


 


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


 


(f)            provisions
apply to successive events and transactions.


 


Section 3.              The
Subordinated Intercompany Note Proceeds Loan


 


(a)           The Lender
agrees to make a loan to the Borrower equal to $301,023,000 on the date hereof
(the “Subordinated Intercompany Note Proceeds Loan”).  The gross proceeds from the Senior Discount
Notes shall be transferred to such account of the Borrower as the Borrower may
designate to the Lender in full and complete satisfaction of the Lender’s
obligations to make the Subordinated Intercompany Note Proceeds Loan.


 


(b)           The Borrower’s
obligations pursuant to the Subordinated Intercompany Note Proceeds Loan shall
be evidenced by the note in the form attached hereto as Exhibit A (a “Subordinated Intercompany Note Proceeds Loan Note”)
which shall be issued pursuant hereto and subject to the terms hereof.


 


Section 4.              Purpose


 


The proceeds
of the Subordinated Intercompany Note Proceeds Loan and the Loan Premium will
be applied by the Borrower only (a) to repay approximately $290,000,000 of
principal on the Subordinated Preference Certificates and (b) to pay fees and
expenses related to the offering of the Senior Discount Notes.


 


Section 5.              Interest
and Increased Costs


 


(a)           Regular
Interest


 


Interest
will accrue on the Subordinated Intercompany Note Proceeds Loan at the rate
equal to the interest rate on the Senior Discount Notes, and will be payable
semi-annually one Business Day before each regular interest payment date in
respect of the Senior Discount Notes.


 


(b)           Default
Interest


 


The
Borrower will pay interest (including post-petition interest in any proceeding
under any bankruptcy or insolvency law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the
Subordinated Intercompany Note Proceeds Loan to the extent lawful; it will pay
interest (including post-petition interest in any proceeding under any bankruptcy
or


 


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insolvency law) on overdue installments of interest
and other amounts (without regard to any applicable grace) at the same rate to
the extent lawful.


 


(c)           Increased Costs


 


If the
Borrower receives notice from the Lender that the Lender is or will be required
to pay Additional Amounts and/or Additional Interest and/or Default Interest,
then the Borrower shall pay an equivalent amount to the Lender.  Such Additional Amounts and/or Additional
Interest and/or Default Interest will be due and payable by the Borrower on the
Business Day preceding the date on which the corresponding amount is due and
payable by the Lender under the Indenture and/or the Registration Rights Agreement.


 


(d)           Premium


 


Where
any redemption or purchase premium is payable by the Lender in respect of
Senior Discount Notes to be redeemed or repurchased, a repayment premium of an
equivalent amount shall be payable cash by the Borrower in respect of that part
of the Subordinated Intercompany Note Proceeds Loan which is prepaid in order
to facilitate such redemption or repurchase.


 


(e)           Expenses


 


The
rate of interest applicable to the Subordinated Intercompany Note Proceeds Loan
shall be adjusted, on notice from the Lender, to a rate sufficient to (in
addition to the amounts set out in clauses 5(a) and (b) above) service the
general overhead costs of the Lender.


 


(f)            Additional
Expenses


 


On
notice from the Lender, the Borrower shall promptly pay the expenses of the
Lender related to the registration of the Senior Discount Notes with the U.S.
Securities and Exchange Commission and the continued compliance with the
periodic reporting requirements of the Exchange Act, the Luxembourg Stock
Exchange and other public reporting requirements.


 


(g)           Payment of
Interest and Increased Costs


 


All amounts referenced in this Section 5 shall
be payable in cash, except that on or prior to May 15, 2008, all regularly
accruing and Additional Interest shall be payable by adding such interest to
the principal of the Subordinated Intercompany Note Proceeds Loan on the
relevant interest payment date, where upon such interest shall form part of
(and bear interest as) the principal of the Subordinated Intercompany Proceeds
Loan.


 


Section 6.              Maturity,
Prepayment and Repayment


 


(a)           Maturity


 


Subject
to Section 6(b) (Prepayment)
below, the Subordinated Intercompany Note Proceeds Loan will mature and become
payable in full on November 15, 2012 (the “Final Maturity Date”).


 


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(b)           Prepayment


 


At any
time while any Senior Discount Notes are outstanding pursuant to the Indenture,
the Borrower may not, without the consent of the Trustee (given at the
direction of the requisite holders of the Senior Discount Notes in accordance
with the Indenture), prepay or otherwise reduce or permit the prepayment or
reduction of the Subordinated Intercompany Note Proceeds Loan, save (i) to
facilitate a corresponding payment of Accreted Value on the Senior Discount Notes
or (ii) as a consequence of the extinguishment, by operation of law, of the
Subordinated Intercompany Note Proceeds Loan in connection with a merger,
consolidation, amalgamation or other business combination transaction between
the Borrower and the Lender which complies with the Indenture and as a
consequence of which the Borrower or the Lender ceases to have separate legal
existence.  Notwithstanding the
foregoing, the Subordinated Intercompany Note Proceeds Loan may be prepaid or
reduced to facilitate or otherwise accommodate or reflect a repayment,
redemption or repurchase of outstanding Senior Discount Notes.


 


Section 7.              Payments


 


(a)           Method of
Payment 


 


(i)            All payments to be
made by the Borrower hereunder in cash are to be made in immediately cleared
funds not later than 10 a.m. (London time) on the date in question.


 


(ii)           All payments to be
made by the Borrower hereunder will be made in U.S. dollars.


 


(b)           No Payment
into Charged Accounts


 


No
payment to be made by the Borrower hereunder may be made into any bank account
which is charged in favor of any lender, and any payment which is so made shall
not constitute a valid discharge of the Borrower’s obligations under this
Agreement.


 


(c)           No
Withholding


 


All
payments made by the Borrower under this Agreement must be made in full without
set-off or counterclaim and not subject to any condition and free and clear of
and without deduction or withholding for or on account of any taxes or any
other purpose.  If any deduction or
withholding for or on account of taxes or any other deduction from any payment
made or to be made by the Borrower to the Lender is required by law, then the
Borrower will:


 


(i)            ensure that the
deduction or withholding does not exceed the minimum amount legally required;


 


(ii)           pay to the relevant
taxation or other authorities within the period for payment permitted by the
applicable law, the amount which is required to be paid in consequence of the
deduction (including the full amount of any deduction from any additional
amount paid under this Section 7 (Payments));


 


(iii)          promptly pay to the
Lender an additional amount equal to the amount required to procure that the
aggregate net amount received by the Lender will equal the full amount which
would have been received by it if no such deduction or withholding had been
made; and


 


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(iv)          indemnify the
Lender against any losses incurred by it by reason of:


 


(a)           any failure by the
Lender to make any deduction or withholding; or


 


(b)           any such additional
amount not being paid on the due date for payment of that amount.


 


Section 8.              Modification
and Waiver


 


At any
time while any Senior Discount Notes are outstanding, no amendment or waiver of
the terms and conditions of this Agreement may be made by the Lender or the
Borrower unless such amendment or waiver is permitted by and made in accordance
with the terms of the Indenture and any amendment or waiver made in
contravention of this Section 8 (Modification
and Waiver) shall be void. 
The Trustee shall be an intended beneficiary of this Section 8 and
shall be entitled to enforce this Section 8 directly against the Borrower
and/or the Lender.


 


Section 9.              Exercise
of Rights


 


No
failure to exercise, or delay in exercising on the part of the Lender, any right,
remedy or power hereunder shall operate as a waiver nor shall any single or
partial exercise preclude further or other exercise of any right, remedy or
power, whether the same or any other right, remedy or power.


 


Section 10.            Subordination


 


(a)           Agreement to
Subordinate


 


The
Borrower, for itself and its successors, and the Lender, agree that the payment
of the principal, interest and all other amounts on or with respect to the
Subordinated Intercompany Note Proceeds Loan is subordinated, to the extent and
in the manner provided in this Section 10 (Subordination), to the prior payment in full in cash or Cash
Equivalents of all sums due and payable under all Senior Debt of the Borrower
whether outstanding on the date hereof or hereafter incurred.


 


(b)           Subordination


 


Upon
any payment or distribution of assets of the Borrower of any kind or character,
whether in cash, property or securities, to creditors of the Borrower upon an
Insolvency Event, all amounts due or to become due upon all Senior Debt of the
Borrower shall first be paid in full, or provision shall have been made for
such payment, in cash, Cash Equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt of the Borrower, before any payment is made on
account of amounts due by the Borrower under this Agreement or the Subordinated
Intercompany Note Proceeds Loan Note. 
Following such Insolvency Event, any payment or distribution of assets
in accordance with the foregoing shall be applied in priority by the Borrower
or by any receiver, trustee, trustee in bankruptcy, liquidator, agent or other
person making such payment or distribution towards the discharge of Senior Debt
of the Borrower.


 


(c)           Turnover


 


In the
event that the Lender receives any payment or distribution, in cash or in kind,
with respect to the Subordinated Intercompany Note Proceeds Loan or the
Subordinated Intercompany Note Proceeds Loan Note at a time when such payment
is prohibited by Section 10(b) (Subordination),
the


 


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Lender will be required to turn over any such amounts
to the holders of Senior Debt for application as their interests appear, until
all amounts outstanding in respect of Senior Debt are paid in full in cash or
Cash Equivalent.  As between the Lender and
the Borrower, the Subordinated Intercompany Note Proceeds Loan and the
Subordinated Intercompany Note Proceeds Loan Note shall be deemed not to have
been reduced to the extent of any amounts turned over in accordance with this Section 10(c)
(Turnover).


 


Section 11.            Events of Default


 


(a)           Each of the
following is an “Event of Default:”


 


(i)            default in the
payment when due (at maturity or otherwise) of the principal of the
Subordinated Intercompany Note Proceeds Loan or the Subordinated Intercompany
Note Proceeds Loan Note; and


 


(ii)           an Insolvency
Event.


 


Following
the occurrence of an Event of Default, the Subordinated Intercompany Note
Proceeds Loan and the Subordinated Intercompany Note Proceeds Loan Note, and
all other amounts payable by the Borrower hereunder and thereunder, will become
immediately due and payable without further action or notice.


 


Section 12.            Miscellaneous


 


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


 


Inmarsat
Finance II plc


99
City Road


London,
EC1Y 1AX


United
Kingdom


Facsimile: 
+44 20 7728 1665


Attention: Company Secretary


 


Inmarsat Holdings Limited


99 City Road


London, EC1Y 1AX


United Kingdom


Facsimile: 
+44 20 7728 1665


Attention: Company Secretary


 


(i)            Any communication
to be made under or in connection with this Agreement, 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


 


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(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 12(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:


 


(a)           in English; or


 


(b)           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.


 


(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
parties therefrom, shall in any event be effective without the written
concurrence of the Trustee.


 


(ii)           No Waiver; Remedies Cumulative.  No failure or delay on the part of the
Trustee in the exercise of any power, right or privilege hereunder or under any
other Subordinated Intercompany Note Proceeds Loan 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
Subordinated Intercompany Note Proceeds Loan 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 Borrower may not assign or transfer its rights or obligations under
this Agreement without the prior written consent of the Lender and the Trustee
(given in accordance with the Indenture). 
The Lender may assign and transfer its rights and obligations under this
Agreement and the Subordinated Intercompany Note Proceeds Loan Note only
pursuant to and in accordance with the Subordinated Intercompany Note Proceeds
Loan Pledge Agreement.


 


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(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)           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.


 


(h)           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.


 


(i)            Third Party Beneficiaries.


 


(i)            Save as set out in Section 12(i)(ii),
nothing in this Agreement, expressed or implied, shall be construed to confer
upon any person (other than the parties hereto and their respective successors
and assigns permitted hereby) any legal or equitable right, remedy or claim
under or by reason of this Agreement.


 


(ii)           Each of the parties
hereto acknowledges the right of the holders of Senior Debt of the Borrower to
enforce Section 10 (Subordination)
of this Agreement and the right of the Trustee to enforce Section 8 (Modification and Waiver).


 


(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 PARTIES HERETO ARISING OUT
OF OR RELATING HERETO OR ANY OF THE OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN
ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, CITY AND
COUNTY OF NEW YORK.  BY EXECUTING AND
DELIVERING THIS AGREEMENT, EACH OF THE PARTIES, 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 PROCEEDING IN
ANY SUCH COURT MAY BE MADE AS SET OUT IN SECTION 12(L) BELOW BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 12(A);  AGREES THAT SUCH SERVICE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING
IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES


 


10





















 


EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND AGREES
THE LENDER RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION.


 


(l)            Service of Process in New York.  The parties hereby acknowledge and agree that
they have, by separate letter agreement, irrevocably appointed CT Corporation
System, as their authorized agent upon which process may be served in any suit
or proceeding against either of them 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 agree that service of process upon such agent, and written
notice of said service to them, by the person serving the same to the addresses
provided above, shall be deemed in every respect effective service of process
upon it in any such suit or proceeding. 
The parties hereto agree 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 Note 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 UNDER ANY OF THE OTHER NOTE PROCEEDS LOAN 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 12(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 the Lender
suffers or incurs a loss, cost, liability or expense due to:


 


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


 


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


 


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


 


11





















 


(o)           Value Added Tax


 


All
amounts expressed to be payable under this Agreement by the Borrower to the
Lender shall be deemed to be exclusive of any VAT.  If VAT is chargeable on any supply made by
the Lender to the Borrower in connection with this Agreement, the Borrower
shall pay to the Lender (in addition to and at the same time as paying the consideration)
an amount equal to the amount of the VAT. All consideration expressed to be
payable under this Agreement by the Lender to the Borrower shall be deemed to
be inclusive of 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 Borrower and the Lender of written or telephonic
notification of such execution and authorization of delivery thereof.


 


(Signature Page Follows.)


 


12





















 


IN WITNESS WHEREOF, the Borrower and the Lender 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 HOLDINGS LIMITED,

  
	
   

  	
  as the Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ALISON
  HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INMARSAT FINANCE II PLC,

  
	
   

  	
  as the Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ALISON
  HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
					



 





















 


SCHEDULE A


 


Key Companies


 


	
  Company
  Name

  	
   

  	
  Jurisdiction of Incorporation

  	
   

  	
  Registered number

  
	
  Inmarsat Group Holdings
  Limited

  	
   

  	
  England and Wales

  	
   

  	
  4886072

  
	
  Inmarsat Holdings
  Limited

  	
   

  	
  England and Wales

  	
   

  	
  4917504

  
	
  Inmarsat Group Limited

  	
   

  	
  England and Wales

  	
   

  	
  4886115

  
	
  Inmarsat Investments
  Limited

  	
   

  	
  England and Wales

  	
   

  	
  4886096

  
	
  Inmarsat Finance plc

  	
   

  	
  England and Wales

  	
   

  	
  4930309

  
	
  Inmarsat Finance II plc

  	
   

  	
  England and Wales

  	
   

  	
  5280523

  
	
  Inmarsat Ventures
  Limited

  	
   

  	
  England and Wales

  	
   

  	
  3674573

  
	
  Inmarsat Limited

  	
   

  	
  England and Wales

  	
   

  	
  3675885

  
	
  Inmarsat Leasing
  Limited

  	
   

  	
  England and Wales

  	
   

  	
  2487502

  
	
  Inmarsat Leasing (Two)
  Limited

  	
   

  	
  England and Wales

  	
   

  	
  4103914

  
	
  Inmarsat (IP) Company
  Limited

  	
   

  	
  England and Wales

  	
   

  	
  3930467

  
	
  Inmarsat Launch Company
  Limited

  	
   

  	
  Isle of Man

  	
   

  	
  109799C

  



 





















 


EXHIBIT A


 


Form of Subordinated Intercompany Note Proceeds Loan
Note