Exhibit 4.10


CONFORMED COPY


 


PROMISSORY NOTE


 


	
  $375,000,000

  	
   

  	
  New York, New York

  February 3, 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 three
hundred and seventy five million DOLLARS ($375,000,000), 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 February 3, 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 (as
amended, supplemented or otherwise modified, the “Indenture”), dated February 3, 2004, 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 holders of 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, COUNTY AND CITY
OF NEW YORK.  BY EXECUTING AND DELIVERING
THIS AGREEMENT, THE MAKE, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
IRREVOCABLY ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION
AND 


 


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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 Grantor 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 Grantor 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 TRANSACTION 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.


 


	
   

  	
  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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