Exhibit 4.2


 


CONFORMED COPY


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of April 30, 2004,
among Inmarsat Finance plc, a public limited company incorporated under the
laws of England and Wales (the “Issuer”),
the other Guarantors (as defined in the Indenture referred to herein) and The
Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the
Issuer and the Guarantors have heretofore executed and delivered to the Trustee
an indenture (the “Indenture”), dated as of February 3,
2004, providing for the issuance of 7.625% Senior Notes due 2012 (the “Notes”);


 


WHEREAS, the
Issuer will issue, on the date hereof, Additional Notes (as defined in the
Indenture) pursuant to Section 2.13 of the Indenture in an aggregate
principal amount of $102,500,000, the proceeds of which will be loaned to
Inmarsat Investments Limited pursuant to an intercompany note proceeds loan,
dated April 30, 2004;


 


WHEREAS, the
proceeds of potential future issuances of any Additional Notes under the
Indenture may be loaned to Inmarsat Investments Limited pursuant to an
intercompany note proceeds loan; and


 


WHEREAS, pursuant
to Section 9.01 of the Indenture, the Trustee (on behalf of the holders of
the Notes), the Issuer and the Guarantors are authorized to execute and deliver
this Supplemental Indenture in connection with an issuance of Additional Notes.


 


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:


 


1.                                       CAPITALIZED
TERMS.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


 


2.                                       AMENDMENT
TO THE INDENTURE.  The Issuer, the
Guarantors and the Trustee have agreed that the definition of  “Subordinated Intercompany Note Proceeds
Loan” in Section 1.01 of the Indenture shall be deleted and replaced by
the following definition:


 


“Subordinated Intercompany Note Proceeds Loan”
means one or more loans between Inmarsat Investments Limited, as Borrower, and
Inmarsat Finance plc, as Lender, of the proceeds received by the Issuer from
the Notes on their respective dates of issue.


 


3.                                       NEW
YORK LAW TO GOVERN.  THE INTERNAL LAW OF
THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE BUT 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.


 


4.                                       SUBMISSION
TO JURISDICTION.  The Issuer and the
Guarantors hereby submit to the non-exclusive jurisdiction of the Federal and
state courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Supplemental Indenture or the
transactions contemplated hereby.  The
Issuer and the Guarantors irrevocably appoint CT Corporation Systems, as their
authorized agent in the Borough of Manhattan in The City of New York upon which
process may be served in any such suit or proceeding, and agrees that service
of process upon such agent, and written notice of said service to the Issuer
and the Guarantors, shall be deemed in every respect effective service of
process upon the Issuer and the Guarantors, as applicable, in any such suit or
proceeding.  The Issuer and the
Guarantors further 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 for a period of seven years from the date of this
Supplemental Indenture.


 


5.                                       COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


6.                                       EFFECT
OF HEADINGS.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


7.                                       THE
TRUSTEE.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Issuer.


 


[Signatures are on the following
page.]


 

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed
and attested, all as of the date first above written.


 


	
   

  	
  INMARSAT FINANCE PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
  Name: Alison Horrocks

  
	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  
	
   

  	
  INMARSAT GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
  Name: Alison Horrocks

  
	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  
	
   

  	
  INMARSAT INVESTMENTS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
  Name: Alison Horrocks

  
	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  
	
   

  	
  INMARSAT VENTURES LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
  Name: Alison Horrocks

  
	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  
	
   

  	
  INMARSAT LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
  Name: Alison Horrocks

  
	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  
	
   

  	
  INMARSAT LEASING (TWO) LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
  Name: Alison Horrocks

  
	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  
	
   

  	
  INMARSAT LAUNCH COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ANDREW CORLETT

  	
   

  
	
   

  	
  Name: Andrew Corlett

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
    as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DANIEL WYNNE

  	
   

  
	
   

  	
   

  	
  Authorized Signatory