Exhibit 4.5


 


CONFORMED COPY


 


 


PLEDGE
AGREEMENT


 


dated
as of February 3, 2004


 


between


 


 


Inmarsat
Finance plc


 


as
Grantor


 


and


 


The
Bank of New York


 


 


as
Trustee


 


 


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.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  GRANT OF SECURITY.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  SECURITY FOR OBLIGATIONS.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  REPRESENTATIONS
  AND WARRANTIES AND COVENANTS.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  INTEREST AND PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  ACCESS;
  RIGHT OF INSPECTION AND FURTHER ASSURANCES.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  TRUSTEE
  APPOINTED ATTORNEY-IN-FACT, IRREVOCABLE POWER OF ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  REMEDIES.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  TRUSTEE AND SECURED
  PARTIES.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  CONTINUING
  SECURITY INTEREST; TRANSFER OF SECURED OBLIGATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.

  	
  MISCELLANEOUS.

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I –

  	
  GENERAL INFORMATION

  	
   

  
	
  SCHEDULE II –

  	
  INVESTMENT RELATED
  PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A – PLEDGE SUPPLEMENT

  	
   

  
				



 


i

















 


This
PLEDGE AGREEMENT, dated as of  February 3, 2004 (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”), between the Inmarsat Finance
plc, a public limited company incorporated under the laws of England and Wales
with registered number 4930309 (the “Grantor”),
and The Bank of New York, acting in its capacity as trustee and as agent under
the Indenture (as defined below) for the benefit of the holders of the Notes
issued thereunder, (the “Trustee”).


 


RECITALS:


 


WHEREAS, reference is made to that certain
Indenture, dated as of the date hereof (as it may be amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), by and between the Grantor,
the Trustee and the Guarantors (as defined therein).


 


WHEREAS, in consideration of the purchase of Notes
by the holders thereof pursuant to the Indenture, the Grantor has agreed grant
to pledge to the holders of the Notes all its rights, title and interest under
the Subordinated Notes Proceeds Intercompany Funding Loan (as defined below).


 


NOW, THEREFORE, in consideration of the
premises and the agreements, provisions and covenants herein contained, the
Grantor and the Trustee agree as follows:


 


Section 1.   DEFINITIONS


 


(a)   General
Definitions.  In this Agreement, the
following terms shall have the following meanings:


 


“Accounts” shall mean all “accounts” as
defined in Article 9 of the UCC.


 


“Affiliate”  shall mean, as
applied to any Person, any other Person directly or indirectly controlling,
controlled by, or under common control with, that Person.  “Agreement”
shall have the meaning set forth in the preamble.


 


“Authenticate” shall mean “authenticate” as
defined in Article 9 of the UCC.


 


“Bankruptcy Code” shall mean Title 11
of the United States Code, as now and hereafter in effect, or any successor
statute.


 


“Cash Proceeds” shall mean all proceeds of
any Collateral consisting of cash, checks and other near-cash items.


 


“Closing Date” shall mean the Issue Date (as
defined in the Indenture).


 


“Collateral” shall mean all of  the Grantor’s right, title and interest
in and under the Pledged Debt and the Related Rights and all Proceeds of the
foregoing.


 


“Default” shall have the meaning given to
that term in the Indenture.


 


“Documents” shall mean all “documents” as
defined in Article 9 of the UCC.


 


“Event of Default” shall have the meaning
given to that term in the Indenture.


 

















 


“Indemnitee” shall mean the Trustee, its
Affiliates and their respective officers, partners, directors, trustees,
employees, agents.


 


“Indenture” shall have the meaning set forth
in the preamble.


 


“Lien” shall have the meaning given to that
term in the Indenture.


 


“Maturity Date” shall have the meaning given
to that term in the Subordinated Note Proceeds Intercompany Funding Loan


 


“Note Security Document” shall have the
meaning given to that term in the Indenture.


 


“Obligations” shall have the meaning given
to that term in the Indenture.


 


“Pledge Supplement” means an agreement in
substantially the form of Exhibit A hereto.


 


“Parent Guarantor” means Inmarsat Group
Limited, a private limited company incorporated in England and Wales with
registered number 4886115.


 


“Person” shall have the meaning given to
that term in the Indenture.


 


“Pledged Debt” shall mean all indebtedness
for borrowed money owed to the Grantor by the Parent Guarantor or any of its Subsidiaries,
whether or not evidenced by any instrument or promissory note, including,
without limitation, all indebtedness described on Schedule II
hereto under the heading “Pledged Debt” (as such Schedule may be amended
or supplemented from time to time in accordance with the terms hereto), all
monetary obligations owing to the Grantor by the Parent Guarantor or any of its
Subsidiaries, the instruments evidencing any of the foregoing and all interest,
cash, instruments and other property or Proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the foregoing.


 


“Proceeds” shall mean:  (i) all “proceeds” as defined in
Article 9 of the UCC and (ii) whatever is receivable or received when
Collateral or proceeds are sold, leased, licensed, exchanged, collected or
otherwise disposed of, whether such disposition is voluntary or involuntary.


 


“Record” shall have the meaning specified in
the UCC.


 


“Related Rights” shall mean: (i) all
interest, indemnities, reimbursement and other payments paid or payable under
or in relation to the Pledged Debt; (ii) all rights, moneys or property paid,
payable or offered at any time under or in relation to the Pledged Debt by way
of redemption, substitution, exchange, bonus, preference or otherwise; (iii)
all property (real or personal) now or hereafter assigned, pledged,
hypothecated or otherwise securing the Pledged Debt and (iv) all Supporting
Obligations with respect to the Pledged Debt.


 


“Secured Obligations” shall mean all Obligations
of the Grantor under the Indenture, the Notes and this Agreement.


 


“Secured Party” shall mean the holders from
time to time of any Secured Obligations including, for the avoidance of doubt,
the Trustee.


 


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“State” shall mean a State of the United
States, the District of Columbia, Puerto Rico, the United States Virgin
Islands, or any territory or insular possession subject to the jurisdiction of
the United States.


 


“Subordinated Notes Proceeds Intercompany Funding Loan”
shall have the meaning given to that term in the Indenture.


 


“Supporting Obligations” has the meaning
given in the UCC.


 


“Transaction Documents” shall mean the
Indenture, the Notes, the Intercompany Funding Loan Agreement and this
Agreement.


 


“Trustee” shall have the meaning set forth
in the preamble.


 


“UCC” shall mean the Uniform Commercial Code
as in effect from time to time in the State of New York.


 


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


 


(b)   Definitions;
Interpretation.


 


(i)                                     All capitalized terms
used herein (including the preamble and recitals hereto) and not otherwise
defined herein shall have the meanings ascribed thereto in the Indenture or, if
not defined therein, in the UCC.


 


(ii)                                  With respect to terms
defined in more than one article of the UCC, unless otherwise specified
such terms shall have the meaning specified in Article 9 of the UCC.


 


(c)   Rules of
Construction.   Unless the context
otherwise requires:


 


(i)                                     a term has the meaning
assigned to it;


 


(ii)                                  an accounting term not
otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(iii)                               “or” is not exclusive;


 


(iv)                              words in the singular
include the plural, and in the plural include the singular;


 


(v)                                 “will” shall be
interpreted to express a command;


 


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


 


(vii)                           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.


 


(d)   Intercreditor
Agreement.  The parties to this
Agreement acknowledge that, notwithstanding any other provision of this
Agreement to the contrary, all rights of the Trustee pursuant to Section 8
of this Agreement are subject to the terms of the Intercreditor Agreement.


 


3

















 


Section 2.   GRANT
OF SECURITY.


 


(a)   The Grantor hereby
grants to the Trustee a first ranking security interest and continuing lien on
all of such Grantor’s right, title and interest in and under the
Collateral.


 


Section 3.   SECURITY
FOR OBLIGATIONS.


 


(a)   Security for
Obligations.  This Agreement
secures, and the Collateral is collateral security for, the prompt and complete
payment or performance in full when due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including
the payment of amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§362(a) (and any successor provision thereof)), of all Secured Obligations.


 


(b)   Continuing
Liability under Collateral.  Notwithstanding
anything herein to the contrary, (i) the Grantor shall remain liable for all
obligations under the Collateral and nothing contained herein is intended or
shall be a delegation of duties to the Trustee or any Secured Party and (ii)
the Grantor shall remain liable under all agreements included in or related to
the Collateral to perform all of the obligations undertaken by it thereunder
all in accordance with and pursuant to the terms and provisions thereof and
neither the Trustee nor any Secured Party shall have any obligation or
liability under any of such agreements by reason of or arising out of this
Agreement or any other document related thereto nor shall the Trustee nor any
Secured Party have any obligation to make any inquiry as to the nature or
sufficiency of any payment received by it or have any obligation to take any
action to collect or enforce any rights under any agreement included in the
Collateral, and (iii) the exercise by the Trustee or any Secured Party of any
of its rights hereunder shall not release the Grantor from any of its duties or
obligations under any agreement included in or related to the Collateral.


 


Section 4.   REPRESENTATIONS
AND WARRANTIES AND COVENANTS.


 


(a)   Generally.


 


(i)                                     Representations and
Warranties.  The Grantor hereby
represents and warrants, on the date hereof:


 


(1)                                  it owns the Collateral and will continue to own such
Collateral, in each case, free and clear of any and all Liens, rights or claims
of all other Persons, including, without limitation, Liens arising as a result
of such Grantor becoming bound (as a result of merger, consolidation,
combination or other amalgamation or otherwise) as debtor under a security
agreement, mortgage, charge or other similar agreement entered into by another
Person;


 


(2)                                  it has been duly organized as a public limited company under
the laws of England and Wales and is duly existing as such.  It has not filed any certificates of
domestication, transfer or continuance in any other jurisdiction;


 


(3)                                  the execution and delivery of this Agreement by it and the
performance by it of its obligations under this Agreement are within its
corporate or other powers and have been duly authorized by all necessary
corporate or other action;


 


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(4)                                  upon the filing of a Form 395 with the Registrar of Companies
in England and Wales and the filing of UCC financing statements, each, naming
the  Grantor
as debtor and the Trustee and holders of Notes as secured parties, and
describing the Collateral in the filing offices set forth opposite such
Grantor’s name on Schedule I(e) hereof (as such Schedule may be
amended or supplemented from time to time) and any other filings specified by,
and delivered to, the Trustee by the Grantor, the security interests granted to
the Secured Parties hereunder constitute valid and perfected first priority
Liens;


 


(5)                                  other than the Form 395 and the UCC financing statements
referred to above in clause (4), no effective UCC financing statement, fixture
filing or other similar filing  under
any applicable law covering all or any part of the Collateral is on file in any
filing or recording office;


 


(6)                                  no authorization, approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
for either (i) the pledge or grant by the Grantor of the Liens purported to be
created in favor of the Secured Parties hereunder or (ii) the exercise by the
Secured Parties of any rights or remedies in respect of any Collateral (whether
specifically granted or created hereunder or created or provided for by applicable
law), except for the filings contemplated by clause (4) above;


 


(7)                                  all actions and consents, including all filings, notices,
registrations and recordings necessary or desirable for the exercise by the
Secured Parties of the voting and other rights provided for in this Agreement
and the exercise of remedies in respect of the Collateral have been made or
obtained;


 


(8)                                  it owns the Collateral purported to be owned by it or
otherwise;


 


(9)                                  it has indicated on Schedule I(a) hereto (as such
Schedule may be amended or supplemented from time to time):  (w) the type of organization of such
Grantor, (x) the jurisdiction of organization of such Grantor, (y) its
organizational identification number, if any, and (z) the jurisdiction where
the chief executive office or its sole place of business is, and since
incorporation has been, located;


 


(10)                            the full legal name of such Grantor is as set forth on
Schedule I(a) and it has not done since incorporation, and does not do,
business under any other name (including any trade-name or fictitious business
name) except for those names set forth on Schedule I(B) (as such
Schedule may be amended or supplemented from time to time);


 


(11)                            except as provided on Schedule I(c), it has not changed
its name, jurisdiction of organization, chief executive office or sole place of
business or its corporate structure in any way (e.g. by merger, consolidation,
change in corporate form or otherwise) since incorporation;


 


(12)                            such Grantor has not since incorporation become bound
(whether as a result of merger or otherwise) as debtor under a security
agreement entered into by another Person, which has not heretofore been
terminated; and


 


5

















 


(13)                            all information supplied by the Grantor with respect to any
of the Collateral (in each case taken as a whole with respect to any particular
Collateral) is accurate and complete in all material respects.


 


(ii)                                  Covenants and
Agreements.  The Grantor hereby
covenants and agrees that:


 


(1)                                  except for Liens permitted to be incurred pursuant to the
Indenture and by this Agreement, it shall not create or suffer to exist any
Lien upon or with respect to any of the Collateral, and such Grantor shall
defend the Collateral against all Persons at any time claiming any interest
therein;


 


(2)                                  without limiting any prohibitions or restrictions on mergers,
consolidations, combinations and other amalgamations in the Indenture, it shall
not change its name, identity, corporate structure (e.g. by merger, consolidation, combination or other
amalgamation, change in corporate form or otherwise), sole place of business,
chief executive office, type of organization or jurisdiction of organization or
establish any trade names unless it shall have:  (a) notified the Trustee in writing at least thirty (30) days
prior to any such change or establishment, identifying such new proposed name,
identity, corporate structure, sole place of business, chief executive office,
jurisdiction of organization or trade name and providing such other information
in connection therewith as the Trustee may reasonably request and (b) taken all
actions necessary or advisable to maintain the continuous validity, perfection
and the same or better priority of the security interest of the Secured Parties
in the Collateral granted or intended to be granted and agreed to hereby, which
in the case of any merger, consolidation, combination, amalgamation or other
change in corporate structure shall include, without limitation, executing and
delivering to the Trustee a completed Pledge Supplement, substantially in the
form of Annex A attached hereto, upon completion of such merger,
consolidation, combination, amalgamation or other change in corporate structure
confirming the grant of the security interest hereunder;


 


(3)                                  it shall not take or permit any action which could impair the
Secured Parties’ rights in the Collateral; and


 


(4)                                  it shall not sell, transfer or assign (by operation of law or
otherwise) any Collateral.


 


(b)   Pledged
Debt


 


(i)                                     Representations and
Warranties.  The Grantor hereby
represents and warrants, on the date hereof, that Schedule II hereto (as
such Schedule may be amended or supplemented from time to time in
accordance with the terms hereof) sets forth all of the Pledged Debt owned by
the Grantor, and all of such Pledged Debt has been duly authorized,
authenticated or issued, and delivered and is the legal, valid and binding
obligation of the issuers/borrowers thereof and is not in default and
constitutes all of the issued and outstanding inter-company indebtedness
evidenced by an instrument or certificated security of the respective issuers
thereof owing to such Grantor;


 


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(ii)                                  Covenants and
Agreements.


 


(1)                                  The Grantor hereby covenants and agrees that it shall notify
the Trustee of any default under any Pledged Debt.


 


(2)                                  In the event it acquires rights in any Pledged Debt after the
date hereof, the Grantor shall deliver to the Secured Parties a completed
Pledge Supplement, substantially in the form of Annex A attached hereto,
together with all Supplements to Schedules thereto, reflecting such new Pledged
Debt and all other Pledged Debt. 
Notwithstanding the foregoing, it is understood and agreed that the
security interest of the Secured Parties shall attach to all Pledged Debt
immediately upon  the Grantor’s acquisition of rights therein and shall not be
affected by the failure of the Grantor to deliver a supplement to Schedule II
as required hereby.


 


(iii)                               Delivery and Control.   The Grantor agrees that with respect to any Pledged Debt in
which it currently has rights it shall comply with the provisions of this
subsection (iii) on or before the date hereof and with respect to any
Pledged Debt hereafter acquired by it it shall comply with the provisions of
this subsection (iii) immediately upon acquiring rights therein, in each
case in form and substance satisfactory to the Secured Parties.  With respect to any Pledged Debt that is
represented by a certificate or that is an “instrument” it shall cause such
certificate or instrument to be delivered to the Secured Parties, duly indorsed
in blank by an “effective indorsement” (as defined in Section 8-107 of the
UCC), regardless of whether such certificate or instrument constitutes a
“certificated security” for purposes of the UCC.  If any issuer of any Pledged Debt is located in a jurisdiction
outside of the United States, the  Grantor shall take such additional actions, including,
without limitation, causing the issuer to register the pledge on its books and
records or making such filings or recordings, in each case as may be necessary
or advisable,  under the laws of such
issuer’s jurisdiction to insure the validity, perfection and priority of the
security interest of the Secured Parties. 
Upon the occurrence of a Default or an Event of Default, the Secured
Parties shall have the right, without notice to the Grantor, to transfer all or
any portion of Pledged Debt to its name or the name of its nominee or
agent.  In addition, the Secured Parties
shall have the right at any time, without notice to the Grantor, to exchange
any certificates or instruments representing any Pledged Debt for certificates
or instruments of smaller or larger denominations.


 


Section 5.   INTEREST
AND PAYMENTS


 


(a)   So long as no Default
or Event of Default shall have occurred and be continuing, the Secured Parties
authorize the Grantor to receive all interest and other payments made upon or
with respect to the Pledged Debt;


 


(b)   Subject to the
provisions of the Intercreditor Agreement, upon the occurrence and during the
continuation of a Default or an Event of Default, all rights of the Grantor to
receive interest and other payments made upon or with respect to the Pledged
Debt will cease and such interest and other payments will be paid to the
Trustee (or as the Trustee directs).


 


Section 6.   ACCESS;
RIGHT OF INSPECTION AND FURTHER ASSURANCES.


 


(a)   Access; Right of
Inspection.  The Secured Parties
shall at all times have full and free access during normal business hours to
all the books, correspondence and records of the  Grantor, and the
Secured Parties and their representatives may examine the same, take extracts
therefrom and make


 


7

















 


photocopies thereof, and the  Grantor agrees to render
to the Secured Parties, at the Grantor’s cost and expense, such clerical and
other assistance as may be reasonably requested with regard thereto.


 


(b)   Further
Assurances.


 


(i)                                     The  Grantor agrees that
from time to time, at its expense, that it shall promptly Authenticate, execute
and deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that the Secured Parties may reasonably
request, in order to create and/or maintain the validity, perfection or
priority of and protect any security interest granted or purported to be
granted hereby or to enable the Secured Parties to exercise and enforce
their  rights and remedies hereunder
with respect to any Collateral.  Without
limiting the generality of the foregoing, the Grantor shall:


 


(1)                                  file such financing or continuation statements, or amendments
thereto, and execute and deliver such other agreements, instruments,
endorsements, powers of attorney or notices, as may be necessary or desirable,
or as the Secured Parties may reasonably request, in order to perfect and
preserve the security interests granted or purported to be granted hereby;


 


(2)                                  at the Secured Parties’ request, appear in and defend any
action or proceeding that may affect such Grantor’s title to or the
Secured Parties’ security interest in all or any part of the Collateral.


 


(ii)                                  The Grantor hereby
authorizes the filing of any financing statements or continuation statements,
and amendments to financing statements, or any similar document in any
jurisdictions and with any filing offices as the Secured Parties may determine,
in their sole discretion, are necessary or advisable to perfect or otherwise
protect the security interest granted to the Secured Parties herein.  The Grantor shall furnish to the Secured
Parties from time to time statements and schedules further identifying and
describing the Collateral and such other reports in connection with the
Collateral as the Secured Parties may reasonably request, all in reasonable
detail.


 


Section 7.   TRUSTEE
APPOINTED ATTORNEY-IN-FACT, IRREVOCABLE POWER OF ATTORNEY.


 


The
Grantor hereby irrevocably appoints the Secured Parties (such appointment being
coupled with an interest) as the Grantor’s attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name of such
Grantor, the Secured Parties or otherwise, from time to time in the Secured
Parties’ discretion to take any action and to execute any instrument that the
Secured Parties may deem reasonably necessary or advisable to accomplish the
purposes of this agreement, including, without limitation, the following:


 


(i)                                     upon the occurrence
and during the continuance of any Default or Event of Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Collateral;


 


(ii)                                  upon the occurrence
and during the continuance of any Default or Event of Default, to file any
claims or take any action or institute any proceedings that the Secured Parties
may deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of the Secured Parties with respect to any of
the Collateral; and


 


8

















 


(iii)                               generally to sell,
transfer, lease, license, pledge, make any agreement with respect to or
otherwise deal with any of the Collateral as fully and completely as though the
Secured Parties were the absolute owner thereof for all purposes, and to do, at
the Secured Parties’ option and the Grantor’s expense, at any time or from time
to time, all acts and things that the Secured Parties deem reasonably necessary
to protect, preserve or realize upon the Collateral and the Secured Parties’
security interest therein in order to effect the intent of this Agreement, all
as fully and effectively as such Grantor might do.


 


Section 8.   REMEDIES.


 


(a)   Generally.


 


(i)                                     If any Default or
Event of Default shall have occurred and be continuing, the Secured Parties may
exercise in respect of the Collateral, in addition to all other rights and
remedies provided for herein or otherwise available to it at law or in equity,
all the rights and remedies of the Secured Parties on default under the UCC
(whether or not the UCC applies to the affected Collateral) to collect, enforce
or satisfy any Secured Obligations then owing, whether by acceleration or
otherwise, and also may, without notice except as specified below or under the
UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or
otherwise dispose of the Collateral or any part thereof in one or more parcels
at public or private sale, at any of the Secured Parties’ offices or elsewhere,
for cash, on credit or for future delivery, at such time or times and at such
price or prices and upon such other terms as the Secured Parties may deem
commercially reasonable.


 


(ii)                                  The Secured Parties
may sell the Collateral without giving any warranties as to the
Collateral.  The Secured Parties may
specifically disclaim or modify any warranties of title or the like.  This procedure will not be considered to
adversely effect the commercial reasonableness of any sale of the Collateral.


 


(iii)                               The Secured Parties
shall have no obligation to marshall any of the Collateral.


 


(iv)                              The Secured Parties
shall have the right to notify, or require the  Grantor to notify, any
obligors with respect to amounts due or to become due to such Grantor in
respect of the Collateral, of the existence of the security interest created herein,
to direct such obligors to make payment of all such amounts directly to the
Secured Parties, and, upon such notification and at the expense of such
Grantor, to enforce collection of any such amounts and to adjust, settle or
compromise the amount or payment thereof, in the same manner and to the same
extent as such Grantor might have done;


 


(v)                                 All amounts and
proceeds (including checks and other instruments) received by the  Grantor in respect of
amounts due to the Grantor in respect of the Collateral or any portion thereof
shall be received in trust for the benefit of the Secured Parties hereunder,
shall be segregated from other funds of the 
Grantor and shall be forthwith paid over or delivered to the Trustee in
the same form as so received (with any necessary endorsement) to be held as
cash Collateral and applied as provided by subsection (b) below; and


 


(vi)                              The Grantor shall not
adjust, settle or compromise the amount or payment of any such amount or
release wholly or partly any obligor with respect thereto or allow any credit
or discount thereon.


 


9

















 


(b)   Application of
Proceeds.  Except as expressly provided elsewhere in
this Agreement, all proceeds received by the Secured Parties in respect of any sale,
any collection from, or other realization upon all or any part of the
Collateral shall be applied in full or in part by the Secured Parties against,
the Secured Obligations in the following order of priority:  first, to the payment of all costs and expenses
of such sale, collection or other realization, including reasonable
compensation to the Trustee and its agents and counsel, and all other expenses,
liabilities and advances made or incurred by the Trustee in connection
therewith, and all amounts for which the Trustee is entitled to indemnification
hereunder (in its capacity as the Trustee) and to the payment of all costs and
expenses paid or incurred by the Secured Parties in connection with the
exercise of any right or remedy hereunder, all in accordance with the terms
hereof or thereof; second, to the extent of any excess of such proceeds, to the
payment of all other Secured Obligations for the ratable benefit of each
Secured Party; and third, to the extent of any excess of such proceeds, to the payment
to or upon the order of the Grantor or to whosoever may be lawfully entitled to
receive the same or as a court of competent jurisdiction may direct.


 


(c)   Release of
Collateral.  If the Trustee is satisfied that all the Secured Obligations have been
irrevocably paid in full and that all facilities which might give rise to
Secured Obligations have terminated, the Trustee shall at the request and cost
of the Grantor release, reassign or discharge (as appropriate) the Collateral.


 


Section 9.   TRUSTEE AND SECURED PARTIES; STANDARD OF CARE;
TRUSTEE MAY PERFORM.


 


The
Trustee has been appointed to act as Trustee and to exercise every power
granted to the Secured Parties hereunder by each Secured Party either pursuant
to the Indenture or by the Secured Parties’ acceptance of the benefits hereof
and thereof.  In furtherance of the
foregoing, each Secured Party, by its acceptance of a Note and the benefits
hereof, agrees that, subject to the last sentence of this paragraph, it shall
have no right individually to realize upon any of the Collateral hereunder, it
being understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by the Trustee for the benefit of each
Secured Party in accordance with the terms of this Section.  The Trustee shall be obligated, and shall
have the right hereunder, to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking each and
every  action (including, without
limitation, the release or substitution of Collateral) that the Secured Parties
are entitled to take hereunder, in each case, 
in accordance with this Agreement, the Indenture and the Intercreditor
Agreement.  Notwithstanding the
foregoing, the Secured Parties may take the actions set out in
Section 6.06 of the Indenture under the circumstances set out therein.


 


The
powers conferred on the Trustee hereunder are solely to protect its interest in
the Collateral and the interests of the Secured Parties and shall not impose
any duty upon it to exercise any such powers. 
Except for the exercise of reasonable care in the custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the Trustee shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral. 
The Trustee shall be deemed to have exercised reasonable care in the
custody and preservation of Collateral in its possession if it uses the same
degree of care and skill as a prudent Person would exercise or use under the
circumstances in the conduct of such Person’s affairs.  Neither the Trustee nor any of its
directors, officers, employees or agents shall be liable for failure to demand,
collect or realize upon all or any part of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Grantor or otherwise.  If the Grantor fails to perform any
agreement contained herein, the Trustee may itself perform, or cause
performance of, such agreement, and the expenses of the Trustee incurred in
connection


 


10

















 


therewith shall be payable by the  Grantor
and pending such payment shall be included in the obligations secured hereby.


 


The
Trustee may resign hereunder in writing at any time by giving thirty (30) days’
prior written notice thereof to each Secured Party and the Grantor, and the
Trustee may be removed at any time with or without cause by an instrument or
concurrent instruments in writing delivered to the Grantor and the Trustee and
signed by Noteholders holding more than 50% of the Secured Obligations (the “Requisite Parties”).  Upon any such notice of resignation or any
such removal, the Requisite Parties shall have the right, upon five (5)
Business Days’ notice to the Trustee, following receipt of the Grantor’s  consent (which shall not be unreasonable
withheld or delayed and which shall not be required while an Event of Default
exists), to appoint a successor Trustee. 
After any retiring or removed Trustee’s resignation or removal
hereunder, the provisions of this Agreement shall inure to its benefit as to
any actions taken or omitted to be taken by it under this Agreement while it
was the Trustee hereunder.


 


Section 10.   CONTINUING SECURITY INTEREST;
TRANSFER OF SECURED OBLIGATIONS


 


This
Agreement shall create a continuing security interest in the Collateral and
shall remain in full force and effect until the full and final payment and
performance of all Obligations of the Grantor and the Guarantors under the
Indenture, the Notes and the Guarantees, be binding upon the Grantor, its
successors and assigns, and inure, together with the rights and remedies of the
Secured Parties hereunder, to the benefit of the Secured Parties and its
successors, transferees and assigns. 
Without limiting the generality of the foregoing, each Secured Party may
assign or otherwise transfer any Secured Obligations held by it to any other
Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to the Secured Party herein or
otherwise.  Upon the full and final
payment and performance of all Obligations of the Grantor and the Guarantors
under the Indenture, the Notes and the Guarantees, the security interest
granted hereby shall terminate hereunder and of record and all rights to the
Collateral shall revert to Grantor. 
Upon any such termination the Secured Parties shall, at Grantor’s  expense, execute and deliver to Grantor  such documents as Grantor shall reasonably
request to evidence such termination.


 


Section 11.   MISCELLANEOUS.


 


(a)   Notices.  Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given to a Grantor or the Secured Parties, shall be sent to the following
addresses:


 


To
the Grantor:


Inmarsat
Finance plc


99
City Road


London,
EC1Y 1AX


United
Kingdom


 


Attention:
Company Secretary


 


To
the Secured Parties:


The
Bank of New York


One
Canada Square


London,
E14 5AL


 


11

















 


United
Kingdom


 


Attention:
Corporate Trust Administration


 


(i)                                     Any communication to be made under or in connection with this Agreement,
including any Delivery Notice, 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,


 


and, if a particular
department or officer is specified as part of its address details provided
under Section 11(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:


 


(1)                                  in English; or


 


(2)                                  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 or a Secured 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
Grantor 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 Secured Parties in the exercise of any power, right or
privilege hereunder or under any other Transaction 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
Transaction 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


 


12

















 


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 Grantor shall not without the prior
written consent of the Trustee, assign any right, duty or obligation hereunder provided that any assignee
accedes to the Intercreditor Agreement as the holder of the Note Proceeds
Loan.  Subject to the foregoing, this
Agreement shall be binding upon the parties hereto and their respective
successors and assigns.


 


(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 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)   Marshaling;
Payments Set Aside.  The Secured Parties
shall not be under any obligation to marshal any assets in favor of the Grantor
or any other Person or against or in payment of any or all of the Secured
Obligations.


 


(h)   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.


 


(i)   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.


 


(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 GRANTOR ARISING OUT OF OR RELATING HERETO OR
ARISING UNDER THE U.S. FEDERAL OR STATE SECURITIES LAWS 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 GRANTOR, 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 11(L) BELOW BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE
GRANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 11(A);  AGREES THAT SUCH SERVICE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE APPLICABLE GRANTOR IN ANY SUCH PROCEEDING
IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN
EVERY RESPECT; AND AGREES TRUSTEE RETAINS THE RIGHT TO SERVE PROCESS IN


 


13

















 


ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST THE GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION.


 


(l)   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
Agreement, 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 Subordinated Note
Proceeds Intercompany Funding 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 ARISING UNDER THE U.S. FEDERAL OR STATE
SECURITIES LAWS 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 11(M) 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 any Secured
Party suffers or incurs a loss, cost, liability or expense due to:


 


(i)                                     it receiving an amount in respect of the Grantor’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 Grantor shall, as an independent obligation, indemnify the
Secured Party against that loss, cost, liability or expense within three (3)
Business Days of demand.


 


14

















 


(o)   Value Added Tax


 


All consideration expressed to be payable under this Agreement or any
Secured Document by any party thereto to any Receiver, Delegate or any
Administrator shall be deemed to be exclusive of any VAT.  If VAT is chargeable on any supply made by
any Receiver, Delegate or any Administrator to any Party in connection with any
Secured Document or this Agreement, that Party shall pay to the Receiver,
Delegate or Administrator (in addition to and at the same time as paying the
consideration) an amount equal to the amount of the 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 Grantorand
the Trustee of written or telephonic notification of such execution and
authorization of delivery thereof.


 


15

















 


IN WITNESS WHEREOF, the  Grantor and the Trustee 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 FINANCE PLC

  
	
   

  	
  as the Grantor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  as the Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DANIEL WYNNE

  	
   

  
	
   

  	
   

  	
  Name: Daniel Wynne

  
	
   

  	
   

  	
  Title: Company Secretary

  
					



 


16

















 


SCHEDULE I


TO PLEDGE AGREEMENT


 


GENERAL INFORMATION


 


(a)                                  Full
Legal Name,
Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole
Place of Business (or Residence if Grantor is a Natural Person) and
Organizational Identification Number of each Grantor:


 


	
  Full Legal Name

  	
   

  	
  Type of

  Organization

  	
   

  	
  Jurisdiction
  of

  Organization

  	
   

  	
  Chief
  Executive

  Office/Sole Place

  of Business

  	
   

  	
  Organization
  I.D.#

  	
   

  
	
  Inmarsat Finance Plc

  	
   

  	
  Public Limited Company

  	
   

  	
  England and

  Wales

  	
   

  	
  99 City Road,

  London, EC1Y

  1AX, United

  Kingdom

  	
   

  	
  4930309

  	
   

  



 


(b)                                 Other
Names (including any Trade-Name or Fictitious Business Name) under which each
Grantor has conducted business since incorporation:


 


	
  Name of Grantor

  	
   

  	
  Description
  of Agreement

  
	
  n/a

  	
   

  	
  n/a

  



 


(c)                                  Changes
in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of
Business and Corporate Structure since incorporation:


 


	
  Full Legal Name

  	
   

  	
  Trade Name
  or Fictitious Business Name

  
	
  Duchessbrook plc

  	
   

  	
  n/a

  



 


(d)                                 Agreements
pursuant to which any Grantor is found as debtor since incorporation:


 


	
  Name of Grantor

  	
   

  	
  Date of
  Agreement

  	
   

  	
  Description
  of Agreement

  
	
  Inmarsat Finance plc

  	
   

  	
  n/a

  	
   

  	
  n/a

  



 


(e)                                  Financing
Statements:


 


	
  Name of Grantor

  	
   

  	
  Filing
  Jurisdiction(s)

  
	
  Inmarsat Finance plc

  	
   

  	
  Washington D.C.

  



 


S-II-1

















 


SCHEDULE II


TO PLEDGE AGREEMENT


 


PLEDGED DEBT


 


	
  Grantor

  	
   

  	
  Issuer

  	
   

  	
  Original

  Principal

  Amount

  	
   

  	
  Outstanding

  Principal

  Balance

  	
   

  	
  Issue Date

  	
   

  	
  Title

  	
   

  	
  Maturity

  Date

  	
   

  
	
  Inmarsat Finance plc

  	
   

  	
  Inmarsat Investments Limited

  	
   

  	
  $

  	
  375,000,000

  	
   

  	
  $

  	
  375,000,000

  	
   

  	
  February 3, 2004

  	
   

  	
  Subordinated Intercompany Note Proceeds Loan

  	
   

  	
  June 29, 2012

  	
   

  
																



 


S-II-2

















 


EXHIBIT A


 


PLEDGE SUPPLEMENT


 


This
PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR OR GRANTORS] a [NAME OF JURISDICTION OF ORGANIZATION]  [Corporation] (the “Grantor”) pursuant to
the Pledge Agreement, dated as of February 3, 2004 (as it may be from time
to time amended, restated, modified or supplemented, the “Pledge Agreement”),
among Inmarsat Finance Plc, and The Bank of New York, as the Trustee.  Capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed thereto in the Pledge
Agreement.


 


The
Grantor hereby confirms the grant to the Secured Parties set forth in the
Pledge Agreement of, and does hereby grant to the Secured Parties, a security
interest in all of such Grantor’s right, title and interest in and to all
Collateral including, without limitation, that specified on the
Schedule attached hereto and agrees that such attached schedule shall
supplement and become a part of Schedule II to the Pledge
Agreement.  Grantor represents and
warrants that the attached Schedule is a true and correct list of all
Collateral in which it has rights and that it has complied with all provisions
of the Pledge Agreement relating thereto and that the Secured Parties has a
valid, perfected first priority security interest therein.


 


IN WITNESS WHEREOF, the Grantor has caused
this Pledge Supplement to be duly executed and delivered by its duly authorized
officer as of [mm/dd/yy].


 


	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


CONFORMED COPY


 


PLEDGE SUPPLEMENT


 


This
PLEDGE SUPPLEMENT, dated
April 30, 2004, is delivered by Inmarsat Finance plc an English public
limited company (the “Grantor”), pursuant to the Pledge Agreement, dated as of
February 3, 2004 (as it may be from time to time amended, restated,
modified or supplemented, the “Pledge Agreement”), among Inmarsat Finance plc
and The Bank of New York, as the Trustee. 
Capitalized terms used herein not otherwise defined herein shall have
the meanings ascribed thereto in the Pledge Agreement.


 


The
Grantor hereby confirms the grant to the Security Parties set forth in the
Pledge Agreement of, and does hereby grant to the Secured Parties, a security
interest in all of such Grantor’s right, title and interest in and to all
Collateral including, without limitation, that specified on the
Schedule attached hereto and agrees that such attached schedule shall
supplement and become a part of Schedule II to the Pledge
Agreement.  Grantor represents and
warrants that the attached Schedule is a true and correct list of all
Collateral in which it has rights and that it has complied with all provisions
of the Pledge Agreement relating thereto and that the Secured Parties has a
valid, perfected first priority security interest therein.


 


IN WITNESS WHEREOF, the Grantor has caused
this Pledge Supplement to be duly executed and delivered by its duly authorized
officer as of April 30, 2004.


 


	
   

  	
  INMARSAT FINANCE PLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ALISON HORROCKS

  	
   

  
	
   

  	
   

  	
  Name: Alison Horrocks

  
	
   

  	
   

  	
  Title: Company Secretary

  



 

















 


PLEDGED DEBT


 


	
  Grantor

  	
   

  	
  Issuer

  	
   

  	
  Original

  Principal

  Amount

  	
   

  	
  Outstanding

  Principal

  Balance

  	
   

  	
  Issue Date

  	
   

  	
  Title

  	
   

  	
  Maturity

  Date

  	
   

  
	
  Inmarsat Finance plc

  	
   

  	
  Inmarsat Investments Limited

  	
   

  	
  $

  	
  102,500,000

  	
   

  	
  $

  	
  102,500,000

  	
   

  	
  April 30, 2004

  	
   

  	
  Subordinated Intercompany Note Proceeds Loan

  	
   

  	
  June 29, 2012

  	
   

  
																



 


2