Exhibit 4.12


CONFORMED
COPY


PROMISSORY NOTE




	
  $102,500,000

  	
   

  	
  New York, New York

  April 30, 2004

  






 


FOR
VALUE RECEIVED, Inmarsat
Investments Limited, a private limited company incorporated under the laws
of England and Wales with registered number 4886096, having an address at
99 City Road, London, EC1Y 1AX, United Kingdom (“Maker”) promises to pay to the order
of  Inmarsat Finance plc (“Inmarsat
Finance”), a public limited company incorporated under the laws of
England and Wales with registered number 4930309, having an address at 99
City Road, London, EC1Y 1AX, United Kingdom (together with its successors
and assigns, “Payee”) the
principal sum of one hundred and two million, five hundred thousand
DOLLARS ($102,500,000), 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 April 30, 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.                                       Intercreditor
Agreement.  The parties
to this Note acknowledge that, notwithstanding any other provision of this Note
to the contrary, all rights and obligations of the parties under this Note
shall be subject to the terms of the Intercreditor Agreement (as defined in the
Loan Agreement)


3.                                       Security.  This Note
constitutes security for the obligations of Inmarsat Finance under an
Indenture, dated February 3, 2004, as supplemented by a supplemental indenture,
dated April 30, 2004 (collectively, and as amended, supplemented or otherwise
modified, the “Indenture”) between
Inmarsat Finance, The Bank of New York, as trustee (the “Trustee”), and certain guarantors named
therein, created pursuant to a Pledge Agreement, dated  February 3, 2004,
made by Inmarsat Finance 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.


4.                                       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.


5.                                       Maturity and Acceleration. 
Subject to the following sentence, the Loan will mature and become
payable in full on June 29, 2012 (the “Final
Maturity Date”).  The Loan
shall also become due and payable in the other circumstances set out in the
Loan Agreement.


6.                                       Prepayment.  At any time while any 7.625% senior notes
due 2012 of Inmarsat Finance (the “Senior
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
the Note, save (i) to facilitate a corresponding payment of principal on the
Senior 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 Notes.


7.                                       Premium.  Where any redemption or purchase premium is
payable by Inmarsat Finance in respect of Senior 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.


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


9.                                       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.


10.                                 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.


11.                                 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.


12.                                 Assignment. The Maker
may not assign or transfer its rights or obligations under this Agreement
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 this Agreement
and the Note only pursuant to and in accordance with the Note Proceeds Loan
Pledge Agreement, provided that
any assignee accedes to the Intercreditor Agreement as the holder of the Note
Proceeds Loan.


13.                                 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.


14.                                 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.


15.                                 CONSENT TO
JURISDICTION.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE
MAKER 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, THE MAKER, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY ACCEPTS 


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GENERALLY
AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;  WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE
MADE AS SET OUT IN SECTION 16 BELOW OR 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 HERETO 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.


16.                                 Service of
Process in New York.  The Borrower 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 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 the Note is prepaid in full).


17.                                 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 17 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 NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


18.                                 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.


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19.                                 Designation
as Note Proceeds Loan Document. 
This is a Note Proceeds Loan Document for purposes of the Loan
Agreement.


20.                                 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.


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  INMARSAT INVESTMENTS LIMITED

  
	
   

  	
  as Maker

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  INMARSAT FINANCE PLC

  
	
   

  	
  as Payee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company Secretary

  



 


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