0001047469-04-035465 Sample Contracts

Inmarsat Finance II plc 103/8 % Senior Discount Notes due 2012 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 30th, 2004 • Inmarsat Holdings LTD • New York

o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

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INMARSAT FINANCE II PLC AND THE GUARANTOR PARTY HERETO 10 3/8 % SENIOR DISCOUNT NOTES DUE 2012
Indenture • November 30th, 2004 • Inmarsat Holdings LTD • New York

INDENTURE dated as of November 24, 2004 among Inmarsat Finance II plc, a public limited company incorporated under the laws of England and Wales with registered number 5280523 (the “Issuer”), the Parent Guarantor (as defined below) and The Bank of New York, as trustee (the “Trustee”).

SUBORDINATED INTERCOMPANY NOTE PROCEEDS LOAN AGREEMENT dated as of November 24, 2004 between Inmarsat Finance II plc as Lender and Inmarsat Holdings Limited as Borrower London 99 Bishopsgate London EC2M 3XF (44) 020 7710 1000 (Tel) (44) 020 7374 4460...
Subordinated Intercompany Note Proceeds Loan Agreement • November 30th, 2004 • Inmarsat Holdings LTD • New York

This AGREEMENT is dated as of November 24, 2004 (the “Agreement”) between INMARSAT FINANCE II PLC, a public limited company incorporated in England and Wales with registered number 5280523 (the “Lender”) and INMARSAT HOLDINGS LIMITED, a limited company incorporated in England and Wales with registered number 4917504 (the “Borrower”).

AMENDMENT AND RESTATEMENT AGREEMENT dated 24 November 2004
Facility Agreement • November 30th, 2004 • Inmarsat Holdings LTD
Inmarsat Finance II plc PURCHASE AGREEMENT
Purchase Agreement • November 30th, 2004 • Inmarsat Holdings LTD • New York
SUBORDINATED INTERCOMPANY NOTE PROCEEDS LOAN PLEDGE AGREEMENT dated as of November 24, 2004 between Inmarsat Finance II plc as Grantor and The Bank of New York as Trustee
Subordinated Intercompany Note Proceeds Loan Pledge Agreement • November 30th, 2004 • Inmarsat Holdings LTD • New York

This PLEDGE AGREEMENT, dated as of November 24, 2004 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between the Inmarsat Finance II plc, a public limited company incorporated under the laws of England and Wales with registered number 5280523 (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”).

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