Exhibit
4.5


 


SUBORDINATED
INTERCOMPANY NOTE PROCEEDS LOAN NOTE


 


	
  $301,023,000

  	
  New York, New
  York

  November 24,
  2004

  



 


 


FOR VALUE RECEIVED, Inmarsat
Holdings Limited, a private limited company incorporated under the laws of
England and Wales with registered number 4917504, having an address at 99
City Road, London, EC1Y 1AX, United Kingdom (“Maker”) promises to pay to the order of Inmarsat Finance
II plc (“Inmarsat Finance II”), a
public limited company incorporated under the laws of England and Wales with
registered number 5280523, having an address at 99 City Road, London, EC1Y
1AX, United Kingdom (together with its successors and assigns, “Payee”) the principal sum of three
hundred one million twenty-three thousand DOLLARS ($301,023,000), together with
interest as provided in this Note (such outstanding amount, together with such
interest, the “Loan”) as follows:


 


1.                                       Loan Agreement. 
This Note is issued to evidence the obligations of the Maker to the
Payee pursuant to the Subordinated Intercompany Note Proceeds Loan Agreement,
dated November 24, 2004, among Maker and Payee (as amended, modified and
supplemented from time to time, the “Loan
Agreement”) and is
subject to the terms and conditions of that agreement.


 


2.                                       Security. 
This Note constitutes security for the obligations of Inmarsat Finance
II under an Indenture (as amended, supplemented or otherwise modified, the “Indenture”), dated November 24, 2004,
between Inmarsat Finance II, The Bank of New York, as trustee (the “Trustee”), and the Parent Guarantor,
created pursuant to a Subordinated Intercompany Note Proceeds Loan Pledge
Agreement, dated November 24, 2004, made by Inmarsat Finance II in favor
of the Trustee (as amended, modified and supplemented from time to time, the “Pledge Agreement”).  In the event of a default under the
Indenture, Trustee may, but shall not be required to, exercise its rights under
the Pledge Agreement and may take possession of, sell or otherwise transfer
this Note.


 


3.                                       Interest. 
Interest from the date hereof on the unpaid principal balance under this
Note shall be payable at the rates, in the manner and at the times set forth in
the Loan Agreement.


 


4.                                       Maturity
and Acceleration.  Subject to the following sentence, the Loan
will mature and become payable in full on November 15, 2012 (the “Final Maturity Date”).  The Loan shall also become due and payable in
the other circumstances set out in the Loan Agreement.


 


5.                                       Prepayment. 
At any time while any 103/8% senior discount notes
due 2012 of Inmarsat Finance II (the “Senior
Discount Notes”) are outstanding pursuant to the Indenture, the
Maker may not, without the consent of the Trustee (given at the direction of
the requisite holders of outstanding Senior Notes in accordance with the
Indenture), prepay or otherwise reduce or permit the prepayment or reduction of
this Note, save (i) to facilitate a corresponding payment of principal on the
Senior Discount Notes or (ii) as a consequence of the extinguishment, by
operation of law, of the Loan in connection with a merger, consolidation,
amalgamation or other business combination transaction between the Maker and
the Payee which complies with that certain Indenture and as a consequence of
which the Maker or the Payee ceases to have separate legal existence.  Notwithstanding the foregoing, the Loan may
be prepaid or reduced to facilitate or


 





















 


otherwise
accommodate or reflect a repayment, redemption or repurchase of outstanding
Senior Discount Notes.


 


6.                                       Premium. 
Where any redemption or purchase premium is payable by Inmarsat Finance
II in respect of Senior Discount Notes to be redeemed or repurchased, a
repayment premium of an equivalent amount shall be payable by the Maker in
respect of that part of the Loan which is prepaid in order to facilitate such
redemption or repurchase.


 


7.                                       Additional Interest, Additional
Amounts and Default Interest.  Where any
Additional Interest, Additional Amounts or Default Interest (in each case, as
defined in the Loan Agreement) are payable by Inmarsat Finance II under the
Indenture or the Registration Rights Agreement (as defined in the Loan
Agreement) an equivalent amount shall be payable pursuant to Section 5 of
the Loan Agreement, by the Maker in respect of the Loan.


 


8.                                       Payments.  All payments made by the Maker under this
Note must be made in full in lawful money of the United States 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 (a “Tax Deduction”) or any other purpose, unless a Tax Deduction
is required by law. If a Tax Deduction is required by law to be made by the
Maker, the amount of the payment due from the Maker shall be increased to an
amount which (after making any Tax Deduction) leaves an amount equal to the
payment which would have been due if no Tax Deduction had been required.


 


9.                                       Usury
Savings.  Nothing
in this Note shall require Maker to pay or permit Payee to collect from Maker
interest in an amount exceeding the maximum amount permitted by law in
commercial loan transactions between parties of the character of the parties to
this Note.  The interest payable under
this Note by Maker shall in no event exceed such maximum amount.


 


10.                                 Notices.  Any notice to be served under this
Note will be in writing and will be made by letter or by facsimile transmission
to the party to be served at its address or facsimile number shown in the Loan
Agreement.


 


11.                                 Assignment. The Maker may not assign or
transfer its rights or obligations under the Loan Agreement and this Note
without the prior written consent of the Payee and the Trustee (given in
accordance with the Indenture).  The
Payee may assign and transfer its rights and obligations under the Loan
Agreement and this Note only pursuant to and in accordance with the Pledge
Agreement,.


 


12.                                 Subordination.  This Note is subordinated to all Senior Debt
(as defined in the Loan Agreement) of the Maker on the terms and to the extent
provided for in the Loan Agreement.


 


13.                                 APPLICABLE LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
GOVERN AND BE USED TO CONSTRUE THIS NOTE 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.


 


14.                                 CONSENT TO JURISDICTION.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE
MAKER ARISING OUT OF OR RELATING HERETO 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,
THE MAKER, 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 15 BELOW BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO THE MAKER AT ITS ADDRESS PROVIDED IN ACCORDANCE
WITH THE LOAN AGREEMENT;  AGREES THAT
SUCH SERVICE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE MAKER IN
ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
BINDING SERVICE IN EVERY RESPECT; AND AGREES THE PAYEE RETAINS THE RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST THE MAKER IN THE COURTS OF ANY OTHER JURISDICTION.


 


15.                                 Service of
Process in New York.  The Maker hereby acknowledges and agrees that
it has, by separate letter agreement, irrevocably appointed CT Corporation
System, as its authorized agent upon which process may be served in any suit or
proceeding against it arising out of or relating to this Note 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 Note, 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 Maker 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 this
Note is prepaid in full).


 


16.                                 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 16 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.


 


17.                                 Severability.  If any provision of this Note is
invalid or unenforceable, then the other provisions shall remain in full force
and effect and shall be liberally construed in favor of Payee.


 


18.                                 Designation as Note Proceeds Loan
Document.  This is a Subordinated Intercompany Note
Proceeds Loan Document for purposes of the Loan Agreement.


 


19.                                 Further
Assurances. 
Maker shall execute, acknowledge, and deliver to Payee such additional
documentation as Payee shall reasonably require to further evidence and confirm
Maker’s obligations under the Loan and the security provided for in this Note.


 


 


	
   

  	
  INMARSAT HOLDINGS LIMITED

  
	
   

  	
  as Maker

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ALISON
  HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INMARSAT FINANCE II PLC

  
	
   

  	
  as Payee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ALISON
  HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company
  Secretary