Exhibit 4.11


 


CONFORMED COPY


 


SUBORDINATED INTERCOMPANY NOTE PROCEEDS LOAN
AGREEMENT


 


 


dated as of April 30, 2004


 


between


 


 


Inmarsat Finance plc


 


as Lender


 


and


 


Inmarsat Investments Limited


 


as Borrower


 


 


Subject to the provisions of the
Intercreditor Agreement


 


 





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.

  	
  Intercreditor Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  The Note Proceeds Loan

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Interest and Increased
  Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Maturity, Prepayment
  and Repayment

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Modification and Waiver

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  Exercise of Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.

  	
  Subordination

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.

  	
  Events of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
   

  



 


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This
AGREEMENT
is dated as of April 30, 2004 (the “Agreement”) between INMARSAT FINANCE PLC, a public limited company incorporated in
England and Wales with registered number 4930309 (the “Lender”) and INMARSAT INVESTMENTS LIMITED, a
company incorporated in England and Wales with registered number 4886096 (the “Borrower”).


 


RECITALS:


 


WHEREAS,
reference is made to that certain Indenture, dated February 3, 2004, as
amended by a supplemental indenture dated April 30, 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 Guarantors (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” has the
meaning given to it in the Registration Rights Agreement.


 


 “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 (other than the Finance Parties or the Investors) 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


 


(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.


 


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(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.


 


“Finance Parties” shall have the meaning
assigned to it in the Senior Credit Agreement.


 


“Investors” shall have the meaning assigned
to it in the Senior Credit Agreement.  


 


“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 February 3,
2004).


 


“Note” has the meaning
ascribed to it in section 4(b) hereof. 



 


“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 February 3, 2004 (as amended, restated, modified or
supplemented from time to time), between the Lender and the Trustee.


 


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


 


“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” has the meaning ascribed to it
in the Indenture; provided, however, the Senior Debt shall also include all
Obligations of the Borrower under or with respect of its Subsidiary Guarantee.


 


“Senior Notes” shall mean the $102,500,000
of 7.625% Senior Notes due 2012 issued by the Lender on the date hereof
pursuant to the Indenture.


 


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


 


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;


 


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(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; 


 


(f)                                    provisions apply to successive
events and transactions; and


 


(g)                                 references to sections of or rules
under the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time.


 


Section 3.                                          Intercreditor
Agreement


 


The parties to this
Agreement acknowledge that, notwithstanding any other provision of this
Agreement to the contrary, all rights and obligations of the parties under this
Agreement shall be subject to the terms of the Intercreditor Agreement.


 


Section 4.                                          The Note Proceeds Loan


 


(a)                                  The Lender agrees to make a loan to
the Borrower equal to $102,500,000 on the date hereof (the “Note
Proceeds Loan”).  The Lender
agrees further that in consideration of the Borrower agreeing to borrow such
amount on the terms of this Agreement it shall pay to the Borrower on the date
hereof the sum of $2,562,500 (the “Loan
Premium”). The gross proceeds from
the Senior Notes  (other than in respect
of the accrued interest) shall be transferred to such account of the Borrower
as the Borrower may designate to the Lender in satisfaction of the Lender’s
obligations to make the Note Proceeds Loan and to pay the Loan Premium.


 


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


 


Section 5.                                          Purpose


 


The proceeds of the Note
Proceeds Loan and the Loan Premium will be applied by the Borrower only (a) to
repay approximately $95,000,000 of principal and approximately $5,000,000 of
interest on the Intercompany Shareholder Funding Loan and (b) to pay fees and
expenses related to the offering of the Senior Notes.


 


Section 6.                                          Interest and
Increased Costs


 


(a)                                  Regular Interest


 


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


 


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(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 Note Proceeds Loan
to the extent lawful; it will pay interest (including post-petition interest in
any proceeding under any bankruptcy or 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 Notes to be
redeemed or repurchased, a repayment premium of an equivalent amount shall be
payable by the Borrower in respect of that part of the Note Proceeds Loan which
is prepaid in order to facilitate such redemption or repurchase.


 


(e)                                  Expenses


 


The rate of interest
applicable to the 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
7(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 Notes with the US 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.


 


Section 7.                                          Maturity,
Prepayment and Repayment


 


(a)                                  Maturity


 


Subject to
Section 8(b) (Prepayment)
below, the Note Proceeds Loan will mature and become payable in full on
June 29, 2012 (the “Final Maturity Date”).


 


(b)                                  Prepayment


 


At any time while any Senior
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 Notes in accordance with the Indenture), prepay or otherwise reduce
or permit the prepayment or reduction of the Note Proceeds Loan, 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 Note Proceeds
Loan in connection with a merger, consolidation, amalgamation or other business
combination transaction 


 


5

















 


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 Note
Proceeds Loan may be prepaid or reduced to facilitate or otherwise accommodate
or reflect a repayment, redemption or repurchase of outstanding Senior Notes.


 


Section 8.                                          Payments


 


(a)                                  Method of Payment 


 


(i)                                     All payments to be made by the
Borrower hereunder 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 US 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 8 (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


 


(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.


 


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Section 9.                                          Modification and
Waiver


 


At any time while any
Senior 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 9 (Modification and Waiver)
shall be void.  The Trustee shall be an
intended beneficiary of this Section 9 and shall be entitled to enforce
this Section 9 directly against the Borrower and/or the Lender.


 


Section 10.                                   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 11.                                   Subordination


 


(a)                                  Agreement to Subordinate


 


In addition to the
agreements set out in Section 3, 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 Note Proceeds Loan is
subordinated, to the extent and in the manner provided in this Section 11
(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 of the Borrower, 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 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 Note Proceeds Loan or the Note at a time when such payment is prohibited
by Section 11(b) (Subordination),
the 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 Note Proceeds Loan and the Note shall be deemed not to have
been reduced to the extent of any amounts turned over in accordance with this
Section 11(c) (Turnover).


 


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(d)                                  Intercreditor Arrangements


 


In addition to, and
without limiting the foregoing, the Note Proceeds Loan shall constitute “High
Yield Notes On-Loan Debt” for purposes of the Intercreditor Agreement.


 


Section 12.                                   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 Note Proceeds Loan or the Note;
and


 


(ii)                                  an Insolvency Event with respect to
the Borrower.


 


Subject to the terms of
the Intercreditor Agreement, following the occurrence of an Event of Default in
relation to the Borrower, the Note Proceeds Loan and the Note, and all other
amounts payable by the Borrower hereunder and thereunder, will become
immediately due and payable without further action or notice.


 


Section 13.                                   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 plc


99 City Road


London, EC1Y 1AX


United Kingdom


 


Attention: Company
Secretary 


 


Inmarsat Investments
Limited


99 City Road


London, EC1Y 1AX


United Kingdom


 


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


 


(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,


 


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and, if a
particular department or officer is specified as part of its address details
provided under Section 13(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 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 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 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.


 


(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 


 


9

















 


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 11(j)(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 11 (Subordination) of this Agreement and the right of the Trustee
to enforce Section 9 (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 13(M)
BELOW BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE
PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 13(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 EFFECTIVE AND BINDING SERVICE IN
EVERY RESPECT; AND AGREES THE LENDER RETAINS THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW 


 


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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 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 13(N) 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.


 


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(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 any Party in connection with this Agreement, that Party
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. 


 


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 INVESTMENTS LIMITED

  
	
   

  	
  as the Borrower

  
	
   

  	
   

  
	
   

  	
  By:  ALISON HORROCKS

  
	
   

  	
  Name: Alison Horrocks

  
	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INMARSAT FINANCE PLC

  
	
   

  	
  as the Lender

  
	
   

  	
   

  
	
   

  	
  By:  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 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 Note